UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995
Commission file number 1-4416
SPS TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
PENNSYLVANIA 23-1116110
(State of incorporation) (I.R.S. Employer
101 Greenwood Avenue, Suite 470 Identification No.)
Jenkintown, Pennsylvania 19046
(Address of principal executive offices) (Zip Code)
(215) 517-2000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
The number of shares of Registrant's Common Stock
outstanding on November 8, 1995 was 5,823,183.
<PAGE>1
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
PART 1
FINANCIAL INFORMATION
Item 1. Index to Financial Statements
Condensed Statements of Consolidated Operations -
Three and Nine Months Ended September 30, 1995
and 1994 (Unaudited)
Condensed Consolidated Balance Sheets -
September 30, 1995 and December 31, 1994
(Unaudited)
Condensed Statements of Consolidated Cash Flows -
Nine Months Ended September 30, 1995 and 1994
(Unaudited)
Notes to Condensed Consolidated Financial Statements
<PAGE>2
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(Unaudited-Thousands of dollars except share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Net sales $ 100,500 $ 88,472 $ 303,513 $ 257,918
Cost of goods sold 80,300 73,660 247,295 215,265
Gross profit 20,200 14,812 56,218 42,653
Selling, general and
administrative expense 12,890 10,648 36,703 32,257
Unusual items:
Restructuring credit (3,100)
Loss on disposal 6,600
Operating earnings 7,310 4,164 19,515 6,896
Other income (expense):
Interest income 122 91 388 267
Interest expense (1,654) (1,763) (4,834) (5,160)
Equity in earnings
of affiliates 337 390 1,351 1,168
Other, net (50) 108 (200) 629
(1,245) (1,174) (3,295) (3,096)
Earnings before income taxes 6,065 2,990 16,220 3,800
Provision for income taxes 1,880 1,000 5,060 2,250
Net earnings $ 4,185 $ 1,990 $ 11,160 $ 1,550
Primary and fully diluted
earnings per share $ .70 $ .39 $ 1.90 $ .30
Weighted average number of
common shares used to compute
earnings per share 5,983,229 5,111,973 5,862,123 5,109,203
See accompanying notes to condensed consolidated financial statements.
<PAGE>3
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited-Thousands of dollars)
September 30, December 31,
1995 1994
Assets
Current assets
Cash and cash equivalents $ 5,512 $ 9,472
Accounts and notes receivable,
less allowance for doubtful
receivables of $1,379 (1994-$1,299) 68,357 54,434
Inventories 91,679 76,299
Deferred income taxes 13,272 14,400
Prepaid expenses 2,696 2,379
Net assets held for sale 2,362 2,367
Total current assets 183,878 159,351
Investments in affiliates 4,363 14,841
Property, plant and equipment, net of
accumulated depreciation of $120,476
(1994-$99,736) 113,176 88,764
Other assets 25,992 26,290
Total assets $327,409 $ 289,246
The 1994 amounts have been reclassified for comparative purposes.
See accompanying notes to condensed consolidated financial statements.
<PAGE>4
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited-Thousands of dollars, except share data)
September 30, December 31,
1995 1994
Liabilities and shareholders' equity
Current liabilities
Notes payable $ 7,353 $ 8,248
Accounts payable 26,358 27,163
Accrued expenses 44,973 35,190
Income taxes payable 3,502 1,259
Total current liabilities 82,186 71,860
Deferred income taxes 10,930 10,955
Long-term debt, less current installments 64,823 56,426
Retirement obligations 26,264 25,901
Shareholders' equity
Preferred stock, par value $1 per share,
Authorized 400,000 shares, Issued none
Common stock, par value $1 per share,
Authorized 30,000,000 shares,
Issued 6,418,728 shares in 1995
(6,377,256 shares in 1994) 6,419 6,378
Additional paid-in capital 73,578 68,124
Retained earnings 74,876 63,716
Minimum pension liability (1,235) (1,235)
Common stock in treasury, at cost
599,256 shares in 1995 (740,897
shares in 1994) (4,846) (5,990)
Cumulative translation adjustments (5,586) (6,889)
Total shareholders' equity 143,206 124,104
Total liabilities and
shareholders' equity $327,409 $289,246
See accompanying notes to condensed consolidated financial statements.
<PAGE>5
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited-Thousands of dollars)
Nine Months Ended
September 30,
1995 1994
Net cash provided by operating
activities $ 14,134 $ 3,880
Cash flows provided (used) by investing
activities
Additions to property, plant and equipment (14,027) (8,800)
Proceeds from divestitures - 2,123
Proceeds from sale of property, plant
and equipment 578 1,285
Acquisitions (10,800)
Other, net - (93)
Net cash used by investing activities (24,249) (5,485)
Cash flows provided (used) by financing
activities
Proceeds from borrowings 20,000 13,060
Reduction of borrowings (14,924) (10,341)
Other, net 972 289
Net cash provided by financing activities 6,048 3,008
Effect of exchange rate changes on cash 107 559
Net increase (decrease) in cash and
cash equivalents (3,960) 1,962
Cash and cash equivalents at
beginning of period 9,472 6,852
Cash and cash equivalents at
end of period $ 5,512 $ 8,814
See accompanying notes to condensed consolidated financial statements.
<PAGE>6
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited-Thousands of Dollars)
1. Financial Statements
In the opinion of the Company's management, the
accompanying unaudited, condensed consolidated financial
statements contain all adjustments necessary to present
fairly the financial position as of September 30, 1995, the
results of operations for the three and nine-month periods
ended September 30, 1995 and 1994, and cash flows for the
nine-month periods ended September 30, 1995 and 1994. The
December 31, 1994 condensed balance sheet data was derived
from audited financial statements, but does not include all
disclosures required by generally accepted accounting
principles. The accompanying financial statements contain
only normal recurring adjustments. All financial
information has been prepared in conformity with the
accounting principles reflected in the financial statements
included in the 1994 Annual Report filed on Form 10-K
applied on a consistent basis.
2. Inventories
September 30, December 31,
1995 1994
Finished goods $ 46,780 $ 35,712
Work-in-process 21,431 17,335
Raw materials
and supplies 14,631 13,952
Tools 8,837 9,300
$ 91,679 $ 76,299
The Company acquired approximately $11,000 of inventory from
its 1995 business acquisitions.
3. Business Acquisitions
All acquisitions have been accounted for under the
purchase method. The results of operations of the acquired
businesses are included in the consolidated financial
statements from the dates of acquisition.
On August 16, 1995, the Company acquired approximately
48 percent of the outstanding stock of Metalac S.A.
Industria e Comercio (Metalac) located in Sao Paulo, Brazil.
With this acquisition, the Company has increased its
<PAGE>7
ownership to approximately 95 percent. Metalac is a leading
manufacturer and distributor of industrial and automotive
fasteners in Brazil. The Company paid $4,000 in cash and
issued 141,666 shares of the Company's common stock
(approximate market value on August 16, 1995 of $5,700).
The Stock Purchase Agreement also contains additional
payments contingent on the future earnings performance of
Metalac. Any additional payments made, when the contingency
is resolved, will be accounted for as additional costs of
the acquired assets and amortized over the remaining life of
the assets. Prior to this acquisition, the Company
accounted for its investment in Metalac using the equity
method.
The following unaudited pro forma consolidated results
of operations for the nine months ended September 30, 1995
and 1994 are presented as if the Metalac acquisition had
been made at the beginning of each period presented. The
unaudited pro forma information is not necessarily
indicative of either the results of operations that would
have occurred had the purchase been made during the periods
presented, or the future results of the combined operations.
Nine Months Ended
September 30
1995 1994
Net Sales $326,063 $275,909
Net Earnings 12,475 3,017
Primary and Fully diluted
earnings per share $ 2.09 $ .58
In 1995, the Company paid approximately $5,700 to
acquire, relocate and prepare certain assets of Harvard
Industries, Inc.'s Elastic Stop Nut Division (ESNA) for
their intended use. The ESNA assets were used by Harvard to
manufacture aerospace locknuts in Union, New Jersey. On
June 30, 1995, the Company also paid approximately $1,000 to
increase its ownership in Unbrako K.K. from 50 percent to
100 percent. Unbrako K.K. is a distributor of the Company's
Unbrako and aerospace products in the Japanese market.
These acquisitions did not have a material pro forma impact
on operations.
4. Unusual Items
In 1994, the Company disposed of its investment in its
subsidiary, Ferre Plana, S.A., located in Barcelona, Spain.
The loss on disposal of $6,600 was included in the 1994
condensed statement of consolidated operations as an unusual
<PAGE>8
charge. This disposal charge was for the write-off of the
net assets associated with Ferre Plana, including the
related intangible assets and cumulative translation
adjustment account.
In 1993, the Company recorded a restructuring charge
that included a provision for the liquidation of the
Assembly Systems Division (ASD), a fastener segment product
line. In 1994, the Company was able to sell this product
line. As a result of this modification of the restructuring
plan and the related change in estimate, and because actual
restructuring costs were lower than estimated costs, the
Company recorded a $1,500 credit for the reversal of excess
reserves in the first quarter of 1994. Additionally, the
Company recorded a $1,600 gain on the sale of ASD's net
assets in the second quarter of 1994.
5. Income Taxes
For the nine months ended September 30, 1994, the
effective tax rate is higher than the statutory tax rate due
to the inability to recognize a full tax benefit on the
disposal loss of the Company's subsidiary in Spain.
6. Earnings Per Share
Earnings or loss per share is computed by dividing net
income by the weighted average number of common shares
outstanding. When dilutive, stock options are included as
common share equivalents.
7. Environmental Contingency
The Company has been identified as a potentially
responsible party by various federal and state authorities
for clean up or removal of waste from various disposal
sites. At September 30, 1995, the accrued liability for
environmental remediation represents management's best
estimate of the costs related to environmental remediation
which are considered probable and can be reasonably
estimated. The measurement of the liability is evaluated
quarterly based on currently available information. As the
scope of the Company's environmental liability becomes more
clearly defined, it is possible that additional reserves may
be necessary. Accordingly, it is possible that the
Company's results of operations in future quarterly or
annual periods could be materially affected. However,
management believes that the overall costs of environmental
remediation will be incurred over an extended period of time
and, as a result, are not expected to have a material impact
on the consolidated financial position of the Company.
<PAGE>9
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Introduction
The Company's operating results, excluding the effects of
unusual items, are a major improvement over the corresponding
periods in the prior year. The improvement in operating results
was due primarily to significant increases in the operating
performance of the Aerospace Products Division and the Arnold
Engineering Company, which manufactures and sells magnetic
materials. The Company's sales, orders and backlog were up
substantially in 1995.
Sales and Operating Earnings by Segment
(Unaudited-Thousands of dollars)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Net Sales:
Fasteners $ 66,576 $ 59,510 $200,751 $178,184
Materials 33,924 28,962 102,762 79,734
$100,500 $ 88,472 $303,513 $257,918
Operating Earnings:
Fasteners $ 3,484 $ 903 $ 8,398 $ (1,179)
Materials 3,826 3,261 11,117 8,075
$ 7,310 $ 4,164 $ 19,515 $ 6,896
Net Sales
Net sales increased $12.0 million, or 13.6 percent, in the
third quarter of 1995 and $45.6 million, or 17.7 percent, for the
nine month period ended September 30, 1995 compared to the same
periods in 1994.
Fastener segment sales increased $7.1 million, or 12
percent, in the third quarter and $22.6 million, or 12.7 percent,
for the nine month period. The Company's aerospace fastener
sales were up 11.5 percent to $31.1 million in the third quarter
and 13.8 percent to $93.8 million for the nine month period.
With commercial aircraft rollouts at a low point, the increase in
aerospace business has been in the replacement parts market.
Improved operating efficiencies have resulted in the Company
recapturing business lost to competitors in prior years and
certain inventory adjustments in the supply chain contributed to
<PAGE>10
the increase in aerospace fastener's volume of sales and orders.
In September 1995, the workforce at a major aircraft manufacturer
(The Boeing Co.) went on strike. Due to the backlog of aerospace
orders and demand from other aerospace customers, a short term
strike at Boeing will not have a material effect on the Company's
aerospace business. A long term strike could adversely effect
the total aerospace fastener market.
The Company's industrial and Unbrako fastener sales
increased $3.9 million, or 12.2 percent, in the third quarter and
$11.2 million, or 11.7 percent, for the nine month period. Third
quarter sales of approximately $3.8 million by Unbrako K.K. and
Metalac (two businesses recently acquired by the Company)
contributed to this increase. Stronger demand for automotive and
Unbrako products manufactured in England and Ireland resulted in
an increase of approximately $1.2 million in third quarter sales
and $6 million in nine month period sales. The third quarter
increase in European sales was offset by a decline in the sales
of automotive and Unbrako products manufactured in North America.
Materials segment sales increased by $5 million, or 17.1
percent, in the third quarter and $23 million, or 28.9 percent,
for the nine month period. Strong demand for magnetic materials
by the automotive, telecommunication and personal computer
markets has resulted in higher sales by the Arnold Engineering
Company in the third quarter and nine-month period. This demand
for magnetic materials is expected to continue throughout 1995.
Stainless steel alloy sales to the air melt investment casting
market increased significantly from the 1994 periods. Sales of
vacuum melt alloy products manufactured for aerospace
applications improved in the third quarter of 1995 and continuing
improvement is expected in the fourth quarter of 1995.
Operating Earnings
Excluding the net unusual charge in the prior year period,
operating earnings for the fastener segment improved by $2.6
million in the third quarter and $6.1 million for the nine month
period. The improvement in earnings is attributed to higher
sales volume, better pricing of fastener product sales and to
investment in new state-of-the-art computer controlled machine
tools which have reduced the Company's costs. After the
investment in infrastructure and equipment, the automotive and
Unbrako manufacturing facility in Cleveland, Ohio achieved a
third quarter operating profit of approximately $1.2 million
compared to $100 thousand last year.
<PAGE>11
Operating earnings for the materials segment improved by
$570 thousand in the third quarter and $3 million for the nine
month period. Higher sales of magnetic materials coupled with
control of related fixed cost accounted for a $500 thousand
increase in the third quarter and $2.5 million increase in the
nine month period. Despite higher sales of superalloys, the
contribution to operating earnings increased by only $100
thousand in the third quarter and $500 thousand for the nine
month period. A lower operating earnings percentage on
superalloy sales is attributed to an unfavorable product mix
compared to 1994.
Other Expense
Interest expense decreased from $5.2 million for the first
nine months of 1994 to $4.8 million for the first nine months of
1995. Lower levels of debt decreased interest expense by
approximately $960 thousand, but higher interest rates caused
interest expense to increase by $630 thousand. The unfavorable
change in "other, net" income is attributed to the approximately
$400 thousand gain from the sale of the Company's airplane in the
first quarter of 1994.
Income Taxes
For the nine months ended September 30, 1994, the effective
tax rate is higher than the statutory tax rate due to the
inability to recognize a full tax benefit on the disposal loss of
the Company's subsidiary in Spain.
Earnings
The Company recorded third quarter 1995 net earnings of $4.2
million or $.70 per share, compared to net earnings of $2 million
or $.39 per share for the third quarter of 1994.
Net earnings were $11.2 million, or $1.90 per share for the
nine months ended September 30, 1995 compared to net earnings of
$1.6 million or $.30 per share in 1994. Excluding a net unusual
charge, of $3.5 million or $.69 per share in 1994, prior year's
earnings would have been $5.1 million or $.99 per share.
Orders and Backlog
Incoming orders for the third quarter of 1995 were $110
million compared to $87.9 million in 1994, a 25 percent increase.
Incoming orders for the nine months ended September 30, 1995 were
$345.9 million compared to $275.1 million for the same period in
1994, a 26 percent increase. The increase in orders was due
<PAGE>12
primarily to increased orders received by the Aerospace Products
Division and the materials segment. Backlog at September 30,
1995 was $144.7 million, compared to $100.6 million on the same
date a year ago and $98.5 million at December 31, 1994.
Unusual Items
As discussed in Note 4 to the financial statements, the
Company sold its Spanish subsidiary, Ferre Plana, S.A., and a
fastener segment product line, the Assembly Systems Division
(ASD), in 1994. Ferre Plana, S.A., which manufactured commodity
industrial fasteners, had incurred cumulative operating losses of
$9.4 million since it was acquired in 1990, and would have
incurred additional losses and required a substantial cash
investment in 1994. ASD, which manufactured computer-controlled
fastener tightening equipment, had accumulated operating losses
totaling $11.6 million during the five years prior to its
disposition. The exit of these historically unprofitable
manufacturing operations allowed management to focus on and make
needed investments into the Company's more profitable businesses.
Acquisitions
On March 3, 1995, the Company executed an Asset Purchase
Agreement with Harvard Industries, Inc. to acquire certain assets
of Harvard's Elastic Stop Nut Division (ESNA) which designs,
manufactures and sells aerospace locknuts and is located in
Union, New Jersey. The acquired assets are being consolidated
into existing aerospace operations in Jenkintown, Pennsylvania
and Santa Ana, California. After relocation of the machinery and
equipment into existing facilities, the Company commenced
manufacturing certain products previously manufactured by ESNA.
The purchase price of approximately $4.5 million includes value
for machinery and equipment, an agreement not to compete and
other intangible assets. In addition to the purchase price, the
Company incurred approximately $2.2 million of direct cost
related to the acquisition and preparation of these assets for
their intended use.
On June 30, 1995, the Company paid approximately $1 million
to increase its ownership interest in Unbrako K.K. to 100
percent. Unbrako K.K., located in Tokyo, Japan, was previously
owned by Pacific Products Limited, a joint venture in which the
Company had a 50 percent interest. Unbrako K.K. is a distributor
of the Company's Unbrako and aerospace products in the Japanese
market.
As discussed in Note 3 to the financial statements, the
Company acquired approximately 48 percent of the outstanding
stock of Metalac from two Metalac directors for $4 million in
cash and 141,666 shares of the Company's common stock
(approximate market value of $5.7 million on the acquisition
date) on August 16, 1995. With this acquisition, the Company has
<PAGE>13
increased its ownership to approximately 95 percent and intends
to make a public tender offer for the remaining 5 percent of the
outstanding shares. The Company also entered into a non-
competition agreement with the two Metalac directors.
On August 3, 1995, the Company announced that it had signed
a non-binding Letter of Intent to purchase the business of
Magnetic Specialty, Inc. (MSI) located in Marietta, Ohio. On
September 19, 1995, the Company announced that the parties
mutually agreed to terminate further negotiations.
On October 12, 1995, the Company announced that it had made
an offer to purchase Hi-Shear Corporation, which represents
substantially all of the operating assets of Hi-Shear Industries
Inc., for $50 million, subject to the signing of a definitive
purchase agreement. Hi-Shear Corporation manufactures aerospace
fasteners both in the United States and the United Kingdom. Hi-
Shear would have been a good strategic fit with the Company's
Aerospace Products Division; however, the offer has been rejected
by the Hi-Shear Board of Directors in favor of a competitive bid.
Liquidity and Capital Resources
Management considers liquidity to be the ability to generate
adequate amounts of cash to meet its needs and capital resources
to be the resources from which such cash can be obtained,
principally from operating and external sources. The Company
believes that capital resources available to it will be
sufficient to meet the needs of its business, both on a short-
term and long-term basis.
Cash flow provided or used by operating activities,
investing activities and financial activities is summarized in
the condensed statements of consolidated cash flows. The
increase of $10.3 million in net cash provided by operating
activities is attributed to the $9.6 million increase in net
earnings, the $4.8 million received from the surrender of
corporate-owned life insurance policies and the decrease in cash
used for restructuring activities ($400 thousand in 1995 versus
$6.7 million in 1994). Partially offsetting the increases to net
cash provided by operating activities were higher accounts
receivable and inventory balances at September 30, 1995. The
increase in the Company's working capital is consistent with the
increase in sales activity.
The increase in cash used by investing activities is
attributed to 1995 payments for ESNA asset acquisition ($5.7
million) and the Company's increase in ownership interest in
Unbrako K.K. ($1 million) and Metalac ($4 million) versus 1994
proceeds from the sale of ASD ($2.1 million) and the Company's
aircraft ($1.1 million). The remaining balance of approximately
$1.0 million for the ESNA asset acquisition is expected to be
paid in the fourth quarter of 1995. Additionally, the Company
<PAGE>14
spent $14 million for capital expenditures in the first nine
months of 1995 and has budgeted $20.6 million for the full year
of 1995, as reported on Form 10-K for the year ended December 31,
1994.
The Company's total debt to equity ratio was 50 percent at
September 30, 1995, compared to 52 percent at December 31, 1994.
Total debt was $72.2 million at September 30, 1995 and $64.7
million at December 31, 1994. As of September 30, 1995, under
the terms of the existing credit agreements, the Company is
permitted to incur an additional $29 million in debt.
<PAGE>15
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Computation of Earnings Per Share Statement.
(b) Form 8-K, was filed on August 28, 1995 stating that the
Company received the regulatory approvals in Brazil on
August 16, 1995 to acquire approximately 48 percent of the
outstanding stock of Metalac S.A. Industria e Comercio
located in Sao Paulo, Brazil. With this acquisition, the
Company has increased its ownership to approximately 95
percent and intends to make a public tender offer for the
remaining 5 percent of the outstanding shares. The Company
completed the acquisition on August 16, 1995 under the terms
of the Stock Purchase Agreement dated May 24, 1995. The
Company paid $4 million in cash and issued 141,666 shares of
the Company's common stock to acquire the Metalac Stock.
<PAGE>16
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SPS TECHNOLOGIES, INC.
(Registrant)
Date: November 10, 1995 /s/William M. Shockley
William M. Shockley
Vice President, Chief
Financial Officer and Controller
Mr. Shockley is signing on behalf of the registrant and as the
chief financial officer of the registrant.
<PAGE>17
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit 11 - Computation of Earnings Per Share
Statement
<PAGE>18
Exhibit 11
SPS TECHNOLOGIES, INC. AND SUBSIDIARIES
Computation of Earnings Per Share Statement
(Thousands of dollars, except share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Net earnings $ 4,185 $ 1,990 $ 11,160 $ 1,550
Weighted average
number of common
shares outstanding
during the period 5,743,401 5,111,973 5,686,915 5,109,203
Weighted average
number of maximum
shares subject to
exercise under
outstanding stock
options at end of
period 647,052 479,887 655,004 380,156
6,390,453 5,591,860 6,341,919 5,489,359
Less treasury shares
assumed purchased
with proceeds from
assumed exercise of
outstanding options (a) 407,224 409,920 479,796 343,599
Weighted average
number of common and
common equivalent
shares outstanding
after assumed
exercise of options 5,983,229 5,181,940 5,862,123 5,145,760
Earnings per share
based on above
assumptions (b) $ .70 $ .38 $ 1.90 $ .30
Earnings per share
as reported $ .70 $ .39 $ 1.90 $ .30
<PAGE>20
(a) All options are exercisable under a nonqualified plan.
The proceeds from assumed exercise of options aggregated
$15,828,785 and $16,023,763 in the three and nine-month
periods ended September 30, 1995 respectively; the proceeds
from assumed exercises aggregated $10,871,068 and $8,400,415
in the three and nine-month periods ended September 30,
1994, respectively. The proceeds and number of treasury
shares assumed purchased were determined on the most likely
exercise assumption.
(b) Primary and fully diluted earnings per share are the same
for each period presented.
<PAGE>21
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<PERIOD-END> SEP-30-1995
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<SALES> 303,513
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