ALIGN RITE INTERNATIONAL INC
10-Q, 1999-02-16
GLASS & GLASSWARE, PRESSED OR BLOWN
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<PAGE>   1
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
 
                            ------------------------
 
                                   FORM 10-Q
                            ------------------------
 
(MARK ONE)
 
     [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
 
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
 
                                       OR
 
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
         FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
                         COMMISSION FILE NUMBER 0-26240
 
                         ALIGN-RITE INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<CAPTION>
                       CALIFORNIA                                                95-4528353
<S>                                                       <C>
   (STATE OR OTHER JURISDICTION OF IN CORPORATION OR                (I.R.S. EMPLOYER IDENTIFICATION NO.)
                      ORGANIZATION)
</TABLE>
 
<TABLE>
<CAPTION>
              2428 ONTARIO ST. BURBANK, CA                                         91504
<S>                                                       <C>
        (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                 (ZIP CODE)
</TABLE>
 
                                 (818) 843-7220
              (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 [ ]
 
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
 
<TABLE>
<S>                                            <C>
                    Class                            Outstanding at January 20, 1999
        Common Stock, $.01 par value                         4,524,747 Shares
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
PART I. FINANCIAL INFORMATION
Item 1.   Financial Statements (unaudited)
 
          Consolidated Balance Sheets at December 31, 1998 and March
          31, 1998....................................................    3
 
          Consolidated Statements of Operations for the Three and Nine
          Months ended December 31, 1998 and 1997.....................    4
 
          Consolidated Statements of Comprehensive Income for the
          Three and Nine Months ended December 31, 1998 and 1997......    5
 
          Consolidated Statements of Cash Flows for the Nine Months
          ended December 31, 1998 and 1997............................    6
 
          Notes to Consolidated Financial Statements..................    7
 
Item 2.   Management's Discussion and Analysis of Results of
          Operations and Financial Condition..........................    8
 
PART II. FINANCIAL INFORMATION
 
Item 6.   Exhibits and Reports on Form 8-K............................   11
 
          Signatures..................................................   12
 
          Statement Regarding Computation of Earnings Per Share.......   13
</TABLE>
 
                                        2
<PAGE>   3
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                         ALIGN-RITE INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                           (UNAUDITED 000'S OMITTED)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                              AT DEC. 31,   AT MARCH 31,
                                                                 1998           1998
                                                              -----------   ------------
<S>                                                           <C>           <C>
Current assets:
Cash and cash equivalents...................................    $ 5,835       $ 5,523
Accounts receivable, net....................................      6,256         7,395
Inventories, primarily raw materials........................      2,982         2,783
Prepaid and other current assets............................      1,185           835
                                                                -------       -------
          Total current assets..............................     16,258        16,536
Property and equipment, net.................................     49,308        33,575
Other assets................................................      2,238         1,047
                                                                -------       -------
          Total assets......................................    $67,804       $51,158
                                                                =======       =======
 
                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable......................................    $ 4,677       $ 4,371
Equipment Payables..........................................      6,904         1,201
Accrued expenses and other..................................      2,821         2,927
Taxes payable...............................................      1,657         1,402
                                                                -------       -------
          Total current liabilities.........................     16,059         9,901
Long-Term Debt..............................................      5,200            --
Deferred taxes..............................................      2,792         2,792
Other liabilities...........................................      1,240           699
Shareholders' equity:
Common stock:
Authorized -- 35,000 shares $.01 par value; Issued and
  Outstanding 4,525 and 4,464 shares, respectively..........         45            45
Additional paid-in capital..................................     18,847        18,589
Retained earnings...........................................     23,195        18,794
Accumulated other comprehensive income......................        426           338
                                                                -------       -------
          Total shareholders' equity........................     42,513        37,766
                                                                -------       -------
          Total liabilities and shareholders' equity........    $67,804       $51,158
                                                                =======       =======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                        3
<PAGE>   4
 
                         ALIGN-RITE INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31,
              (UNAUDITED -- 000'S OMITTED, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                            THREE MONTHS          NINE MONTHS
                                                                ENDED                ENDED
                                                          -----------------    -----------------
                                                           1998      1997       1998      1997
                                                          -------   -------    -------   -------
<S>                                                       <C>       <C>        <C>       <C>
Net sales...............................................  $12,082   $11,689    $39,765   $33,729
Cost of sales...........................................    8,470     7,340     25,654    20,958
                                                          -------   -------    -------   -------
     Gross profit.......................................    3,612     4,349     14,111    12,771
Selling, general and administrative.....................    2,115     1,868      6,458     5,391
Research and development................................      237       133        654       347
                                                          -------   -------    -------   -------
  Income from operations................................    1,260     2,348      6,999     7,033
Other income............................................        0         0         11         0
Interest income (expense), net..........................      (75)       29        (48)       74
                                                          -------   -------    -------   -------
Income before provision for income taxes................    1,185     2,377      6,962     7,107
Provision for income taxes..............................      380       897      2,561     2,688
                                                          -------   -------    -------   -------
Net income..............................................  $   805   $ 1,480    $ 4,401   $ 4,419
                                                          =======   =======    =======   =======
Per share information:
Basic earnings per share................................     0.18       .34        .98      1.00
Shares used in per share computation....................    4,497     4,388      4,481     4,438
Diluted earnings per share..............................      .17       .30        .90       .91
Shares used in per share computation....................    4,860     4,871      4,866     4,850
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                        4
<PAGE>   5
 
                         ALIGN-RITE INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31,
                          (UNAUDITED - 000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                              THREE MONTHS       NINE MONTHS
                                                                  ENDED             ENDED
                                                              -------------    ---------------
                                                              1998    1997      1998     1997
                                                              ----   ------    ------   ------
<S>                                                           <C>    <C>       <C>      <C>
Net income..................................................  $805   $1,480    $4,401   $4,419
Other comprehensive income:
  Foreign currency translation adjustments..................    48       36        88     (305)
                                                              ----   ------    ------   ------
Comprehensive Income........................................  $853   $1,516    $4,489   $4,114
                                                              ====   ======    ======   ======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                        5
<PAGE>   6
 
                         ALIGN-RITE INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED DECEMBER 31,
                          (UNAUDITED -- 000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                                1998        1997
                                                              --------    --------
<S>                                                           <C>         <C>
Cash flows from operating activities:
Net income:.................................................  $  4,401    $  4,419
Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization.............................     4,306       3,019
  Bad debt expense..........................................        --          31
  Compensation related to stock options granted.............        83          83
Changes in assets and liabilities:
  Accounts receivable, net..................................     1,154      (1,364)
  Inventories...............................................      (193)     (1,161)
  Prepaids and other assets.................................    (1,625)        578
  Trade accounts payable....................................       300       6,309
  Equipment payables........................................     5,703           0
  Accrued expenses and other liabilities....................       695       1,203
                                                              --------    --------
     Net cash provided by operating activities..............    14,824      13,117
                                                              --------    --------
Cash flows from investing activities Purchase of property
  and equipment.............................................   (19,884)    (13,172)
  Payments for business acquisition, net of cash received...        --      (2,467)
                                                              --------    --------
       Net cash used in investing activities................   (19,884)    (15,639)
                                                              --------    --------
Cash flows from financing activities:
  Proceeds from line of credit..............................     5,200          --
  Stock options exercised...................................       145          65
                                                              --------    --------
       Net cash provided by financing activities............     5,345          65
                                                              --------    --------
Effect of exchange rate on cash.............................        27         (92)
Net increase (decrease) in cash.............................       312      (2,549)
                                                              --------    --------
Cash and cash equivalents, beginning of year................     5,523       6,734
                                                              --------    --------
Cash and cash equivalents, end of year......................  $  5,835    $  4,185
                                                              ========    ========
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
 
                                        6
<PAGE>   7
 
                         ALIGN-RITE INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 1998
                                  (UNAUDITED)
 
ITEM 1 BUSINESS AND BASIS OF CONSOLIDATION
 
     The consolidated financial statements include the accounts of Align-Rite
International, Inc. ("ARII"), a California corporation, incorporated on April
27, 1995, and its wholly-owned subsidiaries, Align-Rite International Limited
("ARI"), Align-Rite Corporation ("ARC"), Align-Rite Limited ("ARL"), Align-Rite
BV ("ARBV"), and Align-Rite GmbH ("ARGMBH"). ARII and its subsidiaries are
collectively referred to as the "Company". All significant intercompany accounts
and transactions have been eliminated.
 
     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statement presentation. In the opinion of management, the accompanying
consolidated balance sheets and related interim consolidated statements of
operations and cash flows include all adjustments (consisting only of normal
recurring items) considered necessary for their fair presentation. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates. The consolidated results of
operations for the three and nine months ended December 31, 1998 are not
necessarily indicative of results to be expected for the year ended March 31,
1999. The information included in this Form 10-Q should be read in conjunction
with the Company's audited consolidated financial statements and notes thereto
as of March 31, 1998 and 1997 and for the three years in the period ended March
31, 1998 as filed on Form 10K. Certain items shown in the prior financial
statements have been reclassified to conform with the presentation of the
current period.
 
     Effective April 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," and
accordingly has included separate statements of comprehensive income following
the Company's Consolidated Statements of Operations. Comprehensive income
generally represents all changes in shareholders' equity during the period
except those resulting from investments by or distributions to, shareholders.
The balance of accumulated other comprehensive income at December 31, 1998 and
March 31, 1998 consists of accumulated foreign currency translation adjustments.
 
     The principal activity of ARII, ARI and ARBV is that of holding companies
into which their respective subsidiaries are consolidated. ARC, ARL and ARGMBH
manufacture and market quality photomasks in the United States and Europe.
Photomasks, which are precision photographic quartz or glass plates, contain
microscopic images of integrated circuits. These are used primarily by
semiconductor manufacturers as master images to transfer circuit patterns onto
silicon wafers during the fabrication of integrated circuits.
 
     The Company maintains a policy and practice of restricting ARC from paying
dividends or making certain other distributions in order to minimize tax
consequences resulting from its current corporate structure.
 
ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
 
     Net sales for the three and nine months ended December 31, 1998, increased
3% to $12,082,000 and 18% to $39,765,000 respectively, compared to $11,689,000
and $33,729,000 in the same periods in the prior fiscal year. The increase in
net sales for the quarter of 3% is significantly lower than the 18% increase
that the company enjoyed for the nine months ended December 31, 1998. The
decrease is primarily due to a decrease in customer demand as a result or the
prevailing lackluster rate of new design activity throughout the semiconductor
industry. The Company's continues to experience strong competitive conditions
including product-pricing pressures in most sectors of the photomask market.
Average selling prices have declined throughout the year along with the number
of units decreasing, thereby lowering capacity utilization rates for the
quarter.
 
                                        7
<PAGE>   8
 
     The Company has experienced a softening in demand from certain European
customers during the third quarter. A geographic breakdown of revenues for the
third quarter was 57% U.S. sales, 42% European sales and 1% Asia Pacific sales,
compared to a year ago when geographic revenues broke down as follows: U.S. 55%
and Europe 45%.
 
     Gross profit as a percentage of net sales for the three months ended
December 31, 1998 decreased to 29.9%, compared to 37.2% in the same period in
the prior year. The decrease in gross margin is primarily attributable to higher
operating costs, lower capacity utilization, and product pricing pressures.
Depreciation expense for the quarter increased 25.8% to $1,496,000, compared to
$1,189,000 in the same period in the prior fiscal year. Gross margins for the
nine months ended December 31, 1998 decreased to 35.5%, compared to 37.9% in the
same period in the prior fiscal year. The slight decrease is attributable to
higher depreciation costs, as discussed above. As the Company continues to
invest in capital equipment to keep pace with anticipated increases in demand,
the Company expects its gross profit to fluctuate slightly based on the timing
of equipment purchases, related increases in depreciation expense and the
ability of the Company to offset these fixed costs with corresponding revenue
increases.
 
     Selling, general and administrative expenses include salaries of sales
personnel, marketing expense, general and administrative expense and product
distribution expense. Selling, general and administration expenses for the three
months ended December 31, 1998 increased 13% to $2,115,000, compared with
$1,868,000, in the same period in the prior fiscal year. Selling general and
administrative expenses as a percentage of net sales increased to 17.5%, up from
16.0% due to lower sales. The Company believes selling, general and
administrative will not diminish in absolute dollars, however, as revenues begin
to increase as is expected, as a percentage of sales, SG&A costs will return to
lower percentages in the area of 16%.
 
     Research and development ("R&D") expense is comprised primarily of
personnel costs, material consumption, depreciation and engineering costs. The
Company spent $237,000 for the quarter ended December 31, 1998, compared to
$133,000 in the related prior period. For the nine months ended December 31,
1998, the Company spent $654,000, compared to $347,000 in the related prior
period. The Company believes it will continue to spend between 1% -- 2% of sales
on R&D related projects. The Company anticipates that R&D expense will continue
to increase in absolute terms in the future reflecting its strategy of advancing
their technology.
 
     Interest income (expense), net for the quarter ended December 31, 1998 was
effected by the Company's $5.2 million drawdown on its available line of credit.
Interest expense associated with this drawdown was $90,000 for the quarter, and
as the Company draws down further on its line, interest expense will continue to
increase into the future.
 
     For the three and nine months ended December 31, 1998 and 1997, the Company
provided for Federal and State income taxes at an estimated combined effective
rate of approximately 32% and 37%.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's cash and cash equivalents were $5,835,000 at December 31,
1998. Net cash provided by operating activities amounted to $14,824,000 for the
nine months ended December 31, 1998, compared to $13,117,000 for the same period
in the prior year. Additions to operating cash flows for the nine months ended
December 31, 1998 reflect higher net income, increased non-cash charges related
to depreciation and amortization expenses and an increase in equipment payables
primarily related to fixed assets purchased that had not been paid as of
December 31, 1998. These additions to operating cash flows were partially offset
by an increase in prepaids and other assets primarily due to deposits associated
with fixed asset purchases.
 
     For the nine months ended December 31, 1998, cash used in investing
activities totaled $19,884,000 compared to $15,639,000 in the related prior year
period. The Company's investing activities during the nine months ended December
31, 1998 primarily related to purchases of equipment and facility renovations,
which will support new process development and further enhance the Company's
capabilities for higher end products. Included in the investing activities for
the nine months ended December 31, 1997 was the purchase of the photomask
business unit of TEMIC for a purchase price of $2,467,000.
 
                                        8
<PAGE>   9
 
     During the quarter, the Company increased its combined lines of credit from
$20 million to $25 million. These lines of credit will allow the Company to
borrow at an interest rate of 1.25% above LIBOR. As of December 31, 1998, the
Company had drawn $5,200,000 on these lines of credit with $19,800,000 still
available. The Company anticipates further borrowings on these lines during the
fourth quarter and beginning of fiscal year 2000, to fund additional capital
equipment purchases.
 
     Management believes that funds generated from operations together with its
cash and cash equivalents may not be sufficient to meet the Company's normal
operating requirements for the next 12 months. If these funds prove to be
insufficient, or if new opportunities require the Company to supplement its
financial resources, the Company may use established credit lines or pursue
other sources of financing; however, there can be no assurance other sources of
financing will be available at commercially viable terms, if at all.
 
     Year 2000 Compliance. The Year 2000 Issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including among other things, a temporary inability
to process transactions, operate equipment, and engage in similar normal
business activities.
 
     The Company is in the process of assessing and modifying its computer
software systems to ensure that they are Year 2000 compliant. The Company is
currently developing a plan that would include initiating formal communications
with all of its significant vendors, and large customers to determine the extent
to which the Company is vulnerable to Year 2000 issues.
 
     The estimated cost to complete the project is not expected to have a
material effect on the financial position, results of operations and cash flows
of the Company. The Company will utilize both internal and external resources
for Year 2000 Issues. However, if the modifications are not made, or are not
completely timely, the Year 2000 Issue could have a material adverse impact on
the financial position, results of operations, and cash flows of the Company.
Further, there can be no guarantee that the systems of other companies on which
the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.
 
FOREIGN OPERATIONS AND INFLATION
 
     Foreign operations are subject to certain risks inherent to conducting
business abroad, including price and currency exchange controls, fluctuation in
the relative value of currencies and restrictive governmental actions. Changes
in the relative value of currencies occur from time to time and may, in certain
instances, have a material adverse effect on the Company's financial position,
results of operations. The Company does not hedge foreign currency risks, and
the effects of these risks are difficult to predict. The risks associated with
foreign operations have not, to date, had a material adverse effect on the
Company's results of operations and cash flows. There can, however, be no
assurance that such risks will not have a material adverse effect on the
Company's financial position liquidity and results of operations and cash flows
in the future.
 
     The effects of inflation are experienced by the Company through increases
in cost of labor, services and raw materials. In general, these costs have been
anticipated by periodic increases in the prices of its products. The Company
does not believe, however, that inflation has had a material effect on its
results of operations in the past. There can be no assurance that the Company's
results will not be materially affected by inflation in the future.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
     In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131, which requires
companies to adopt its provisions for the fiscal years beginning after December
15, 1997, requires publicly held companies to report financial and other
information about key revenue producing segments of the entity for which such
information is available and is utilized by the chief operation decision makers.
The impact on the Company of adopting SFAS No. 131 has not been determined.
 
                                        9
<PAGE>   10
 
                             SAFE HARBOR STATEMENT
          UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
 
     In addition to historical information, this report includes certain
forward-looking statements regarding events and financial and industry trends
which may affect the Company's future operating results and financial position.
Such statements include, but are not limited to, statements as to: (i) the
Company's belief regarding the continuation of the increased demand for
photomasks; (ii) dramatically further erode gross margins; (iii) the Company's
belief that selling, general and administrative costs as a percentage of sales
should remain consistent; (iv) the Company's belief regarding the adequacy of
its reserve for bad debts, and (v) the sufficiency of funds to meet the
Company's normal operating requirements over the next 12 months. Such statements
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially. Such risks and
uncertainties include but are not limited to: adverse economic conditions in the
Company's markets which could adversely affect the level of demand for the
Company's products, failure of the Company to anticipate, respond to or utilize
changing technologies used in production of photomasks; greater than anticipated
levels of competition and competitive pricing, manufacturing difficulties or
capacity limitations; shortage of raw materials; delays in delivery of recently
purchased manufacturing equipment to the Company; greater than anticipated
capital investment requirements; and currency fluctuations or changes in
political conditions with respect to the Company's foreign operations.
 
                           PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
     None
 
ITEM 2. CHANGES IN SECURITIES
 
     None
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None
 
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
 
(a) Exhibits
 
    11.1 Statement regarding computation of Net Income per common share.
 
    27 Financial Data Schedule
 
(b) Reports on Form 8-K.
 
     No reports on Form 8-K were filed during the quarter ended December 31,
1998.
 
                                       10
<PAGE>   11
 
                                   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.
 
     Date: February 10, 1999              ALIGN-RITE INTERNATIONAL, INC.
 
                                          --------------------------------------
                                          James Mac Donald
                                          Chairman of the Board, President &
                                          Chief Executive Director
 
                                          --------------------------------------
                                          Petar Katurich
                                          Vice President of Finance,
                                          Chief Financial Officer & Secretary
 
                                       11

<PAGE>   1
 
                                                                    EXHIBIT 11.1
 
             STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
                         ALIGN-RITE INTERNATIONAL, INC.
 
     The following table provides a reconciliation of the numerator and
denominators of the basic and diluted per-share computations for the three and
nine months ended December 31, 1998 and 1997:
 
<TABLE>
<CAPTION>
                                                       INCOME         SHARES       PER SHARE
                                                     (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                                     -----------   -------------   ---------
<S>                                                  <C>           <C>             <C>
For the Three Months Ended December 31, 1998:
  Basic EPS........................................  $  805,000      4,497,000       $0.18
  Effective of dilutive securities:
     Stock Options.................................          --        363,000
                                                     ----------      ---------       -----
  Diluted EPS......................................  $  805,000      4,860,000       $0.17
                                                     ==========      =========       =====
For the Three Months Ended December 31, 1997:
  Basic EPS........................................  $1,480,000      4,388,000       $0.34
  Effective of dilutive securities:
     Stock Options.................................          --        483,000
                                                     ----------      ---------       -----
  Diluted EPS......................................  $1,480,000      4,871,000       $0.30
                                                     ==========      =========       =====
For the Nine Months Ended December 31, 1998:
  Basic EPS $......................................  $4,401,000      4,481,000       $0.98
  Effective of dilutive securities:
     Stock Options.................................          --        385,000
                                                     ----------      ---------       -----
  Diluted EPS......................................  $4,401,000      4,866,000       $0.90
                                                     ==========      =========       =====
For the Nine Months Ended December 31, 1997:
  Basic EPS........................................  $4,419,000      4,438,000       $1.00
  Effective of dilutive securities:
     Stock Options.................................          --        412,000
                                                     ----------      ---------       -----
  Diluted EPS......................................  $4,419,000      4,850,000       $0.91
                                                     ==========      =========       =====
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                           5,835
<SECURITIES>                                         0
<RECEIVABLES>                                    6,256
<ALLOWANCES>                                         0
<INVENTORY>                                      2,982
<CURRENT-ASSETS>                                16,258
<PP&E>                                          49,308
<DEPRECIATION>                                   4,306
<TOTAL-ASSETS>                                  67,804
<CURRENT-LIABILITIES>                           16,059
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            45
<OTHER-SE>                                      42,385
<TOTAL-LIABILITY-AND-EQUITY>                    67,804
<SALES>                                              0
<TOTAL-REVENUES>                                39,765
<CGS>                                           25,654
<TOTAL-COSTS>                                   14,111
<OTHER-EXPENSES>                                 7,112
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  48
<INCOME-PRETAX>                                  6,962
<INCOME-TAX>                                     2,561
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,401
<EPS-PRIMARY>                                     0.98<F1>
<EPS-DILUTED>                                     0.90
<FN>
<F1>FOR PURPOSES OF THIS EXHIBIT, PRIMARY MEANS BASIC.
</FN>
        

</TABLE>


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