<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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: 1-13780
POWER CONTROL TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0423416
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 East 62nd Street, New York, New York 10021
(Address of principal executive offices) (Zip Code)
212-572-8600
- --------------------------------------------------------------------------------
(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 Common Stock outstanding at November 5, 1996 was
20,656,502.
<PAGE>
Power Control Technologies Inc. and Subsidiaries
Consolidated Statements of Income
(Dollars in millions, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
General and administrative expense $(0.6) $(0.6) $(1.2) $(11.5)
---------- ---------- ---------- ----------
Operating expense (0.6) (0.6) (1.2) (11.5)
Interest expense - - - (0.4)
Other income, net 4.1 0.4 7.9 8.1
---------- ---------- ---------- ----------
Income (loss) from continuing operations 3.5 (0.2) 6.7 (3.8)
Discontinued operations
Income from operations of discontinued aerospace
business, net of foreign income taxes - 3.9 4.4 11.9
Gain on sale of discontinued aerospace business - - 153.7 -
---------- ---------- ---------- ----------
Income before extraordinary loss 3.5 3.7 164.8 8.1
Extraordinary loss - - - (1.6)
---------- ---------- ---------- ----------
Net income 3.5 3.7 164.8 6.5
---------- ---------- ---------- ----------
Preferred stock dividend (0.4) (0.4) (1.2) (0.5)
---------- ---------- ---------- ----------
Net income available to common shareholders $3.1 $3.3 $163.6 $6.0
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Income (loss) per common share and common equivalent share:
Continuing operations $0.15 $(0.03) $0.27 $(0.21)
Discontinued operations - 0.19 7.63 0.59
---------- ---------- ---------- ----------
0.15 0.16 7.90 0.38
Extraordinary loss - - - (0.08)
---------- ---------- ---------- ----------
Net income $0.15 $0.16 $7.90 $0.30
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Fully diluted income (loss) per common share:
Continuing operations $0.15 $(0.01) $0.29 $(0.18)
Discontinued operations - 0.17 6.81 0.56
---------- ---------- ---------- ----------
0.15 0.16 7.10 0.38
Extraordinary loss - - - (0.08)
---------- ---------- ---------- ----------
Net income $0.15 $0.16 $7.10 $0.30
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
See Notes to Consolidated Financial Statements.
2
<PAGE>
Power Control Technologies Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in millions, except per share data)
(unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
--------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1.3 $ -
Trading securities 196.5 -
Prepaid expenses and other 0.7 1.2
--------------- --------------
Total current assets 198.5 1.2
Restricted cash 2.1 -
Net assets held for sale - 38.8
Other assets 13.8 11.3
--------------- --------------
$ 214.4 $ 51.3
--------------- --------------
--------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses $ 4.0 $ 4.4
Long-term liabilities 4.3 4.4
--------------- --------------
Total liabilities 8.3 8.8
Convertible preferred stock 20.0 20.0
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.01; 250,000,000
shares authorized; 20,656,502 shares
issued and outstanding 0.2 0.2
Additional paid-in capital 26.7 26.7
Retained earnings (accumulated deficit) 159.2 (4.4)
--------------- --------------
Total stockholders' equity 186.1 22.5
--------------- --------------
$ 214.4 $ 51.3
--------------- --------------
--------------- --------------
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
Power Control Technologies Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in millions)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
------------------------
1996 1995
----------- ----------
<S> <C> <C>
Cash flows from operating activities
Net income $ 164.8 $ 6.5
Adjustments to reconcile net income to total cash used
in operating activities:
Income from discontinued aerospace business (4.4) (11.9)
Gain on discontinued aerospace business (153.7) -
Extraordinary loss - 1.6
Depreciation - 1.1
Changes in assets and liabilities:
Net increase in trading securities (196.5) -
Assets held for sale - 1.6
Other current assets 0.5 1.9
Other assets (2.5) (2.4)
Accrued liabilities (0.4) (25.1)
Other long-term liabilities - 9.5
----------- ----------
Cash used in operating activities (192.2) (17.2)
----------- ----------
Cash flows from investing activities
Proceeds from sale of aerospace business,
net of transaction costs 196.8 -
Transfer of cash in Abex Merger - (181.2)
----------- ----------
Cash provided by (used in) investing
activities 196.8 (181.2)
----------- ----------
Cash flows from financing activities
Debt payments, net - (31.1)
Increase in restricted cash (2.1) -
Preferred dividends (1.2) (0.5)
----------- ----------
Cash used in financing activities (3.3) (31.6)
----------- ----------
Net increase (decrease) in cash and cash equivalents 1.3 (230.0)
Cash and cash equivalents at beginning of period - 230.0
----------- ----------
Cash and cash equivalents at end of period $ 1.3 $ 0.0
----------- ----------
----------- ----------
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Power
Control Technologies Inc. (the "Company" or "PCT") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Results for interim periods are not necessarily indicative of the
results which might be expected for a full year. The unaudited consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 1995 annual
report on Form 10-K and proxy statement for the Company's 1996 Annual Meeting of
Stockholders. All terms used but not defined elsewhere herein have the meanings
ascribed to them in the Company's 1995 annual report on Form 10-K.
On April 15, 1996, the Company sold substantially all of its operating
assets and related liabilities (see Note 4). Accordingly, the consolidated
financial statements for all periods presented reflect such assets and
liabilities and related results of operations as discontinued operations.
Restricted cash of $2.1 million at September 30, 1996 reflects
segregated cash held for the benefit of certain parties to cover certain
insurance obligations.
NOTE 2. INCOME PER COMMON SHARE
Income per common share for the three-month and nine-month periods ended
September 30, 1995 is based on 20.7 million and 20.1 million shares of common
stock, respectively. Income per common share for the three-month and nine-month
periods ended September 30, 1996 is based on 20.7 million outstanding shares of
common stock. In connection with the Aerospace Sale (see Note 4), all of the
outstanding stock options were canceled in April 1996.
Fully diluted income per common share assumes the conversion of
preferred stock into 2.5 million common shares from June 15, 1995.
NOTE 3. INCOME TAXES
At December 31, 1995 the Company had available federal net operating
loss carryforwards of approximately $172.0.
At September 30, 1996, PCT has recorded a full valuation allowance
against the net deferred tax asset which relates primarily to the net operating
loss carryforward. Management believes that based upon PCT's historical results,
it is not assured that it would be able to recognize tax benefit for such asset
in the future. In addition, no provision for income taxes was provided for the
nine months ended September 30, 1996 as the Company anticipates a taxable loss
for the year and has incurred a tax loss for the nine-month period. Also, no
provision for income taxes was recorded in connection with the Aerospace Sale
due to the
5
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
(Unaudited)
fact that PCT anticipates that the tax bases of the assets and liabilities sold
will approximate the net proceeds from the sale.
NOTE 4. SALES AND DISPOSITIONS OF ASSETS AND LIABILITIES
On April 15, 1996, the Company received the necessary approval from its
stockholders and consummated the Aerospace Sale pursuant to the terms of the
Master Asset Purchase Agreement for aggregate cash consideration of $201.1,
before estimated transaction costs of approximately $4.3 million. The Company
recorded a gain of $153.7 related to this sale, net of estimated transaction
costs. In connection with the Aerospace Sale, Parker-Hannifin assumed the
operating liabilities of the Aerospace Business, including the existing debt of
the Company. For additional information regarding the Aerospace Sale, readers
are referred to the proxy statement for the Company's 1996 Annual Meeting of
Stockholders.
NOTE 5. SALE OF FLAVORS HOLDINGS TO PCT
On October 23, 1996, MC Group entered into a Stock and VSR Purchase
Agreement (the "Purchase Agreement"), dated as of October 23, 1996, with PCT and
PCT International Holdings Inc., a Delaware corporation and wholly owned
subsidiary of PCT ("Purchaser"), pursuant to which Purchaser agreed to purchase
from MC Group (the "Acquisition"), and MC Group agreed to sell and issue to
Purchaser, all the issued and outstanding shares (the "Shares") of capital stock
of Flavors Holdings Inc., a Delaware corporation and wholly owned subsidiary of
MC Group ("Flavors"), and 23,156,502 Value Support Rights (each a "VSR" and
collectively, the "VSRs") issued pursuant to the Value Support Rights Agreement
(the "VSR Agreement") entered into between MC Group and American Stock Transfer
& Trust Company, as trustee. Flavors, through its wholly owned subsidiary Mafco
Worldwide Corporation, operates MC Group's licorice extract and other flavoring
agents manufacturing and distributing business. The agreement was unanimously
approved by the Boards of Directors of MC Group and PCT and, in the case of PCT,
upon the recommendation of a Special Committee of directors who are not officers
or employees of PCT or its affiliates including MC Group, formed to consider the
transaction.
On November 25, 1996, pursuant to the Purchase Agreement, MC
Group sold to PCT International (i) all of the outstanding shares of Flavors
Common Stock and (ii) 23,156,502 VSRs for an aggregate consideration of
$297.3, consisting of $180.0 in cash, the assumption of approximately
$110.1 of indebtedness of Mafco Worldwide and deferred cash payments
from PCT International of $7.2. The VSRs were subsequently distributed to PCT.
Pursuant to the Purchase Agreement, PCT will be required to make deferred
cash payments to MC Group of $3.7 on June 30, 1997 and $3.5 million on
December 31, 1997.
It is anticipated that the VSRs will be distributed to all holders of
PCT Common Stock and PCT Preferred Stock promptly following the effectiveness of
a registration statement to be filed by MC Group with the Securities and
Exchange Commission. Each VSR, subject to certain limitations, entitles its
holder to receive a payment, if any, of up to $3.25 per VSR if the 30-Day
Average Market Price (as defined in the VSR Agreement) of PCT Common Stock is
below $11.00 per share on January 1, 1999; provided, however, MC Group has an
optional right to call the VSRs each April 1, July 1, October 1 and January 1
from and including April 1, 1997 to and including October 1, 1998 (each, an
"Optional Call Date"). If MC Group calls the VSRs on or before January 1, 1998,
holders will be entitled to receive a payment of at least $0.50 and up to $3.25
per VSR if the 30-Day Average Market Price is below $10.25 per share as of such
Optional Call Date. If MC Group calls the VSRs after January 1, 1998, each VSR
will entitle its
6
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
(Unaudited)
holder to a payment, if any, of up to $3.25 per VSR if the 30-Day Average Market
Price is below $11.00 per share on such Optional Call Date.
The Company has structured the Acquisition to allow for the possible
utilization of the Company's net operating loss carryforward. Based
upon the historical results of Flavors and the Company, and the
projected results for the period that takes into consideration the
current operating environment in the tobacco industry, the Company
believes that it is more likely than not that it will be able to utilize
a portion of the benefits relating to such net operating loss
carryforward. Accordingly, in connection with the purchase price
allocation of Flavors, the valuation allowance on the net deferred tax
assets will be reduced.
In addition, in order to protect the availability of the
Company's net operating loss carryforward, PCT's certificate of incorporation
prohibits, subject to certain exceptions, transfers of PCT Common Stock until
July 1999 to any person who owns, or after giving effect to such transfer would
own, at least 5% of the outstanding PCT Common Stock. The Company has been
advised by legal counsel that the transfer restriction in PCT's certificate of
incorporation is enforceable. The Company intends to take all appropriate
action to preserve the benefit of the restriction, including, if necessary,
the institution of legal proceedings seeking enforcement.
7
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions)
General
As a result of the April 15, 1996 sale of the Aerospace Business to
Parker-Hannifin, the Company has classified those operations as discontinued in
the accompanying consolidated financial statements.
Results of Operations
Three Months Ended September 30, 1996 Compared to the Three Months Ended
September 30, 1995
General and administrative expenses from continuing operations in 1996
and 1995 were $0.6 for the three months ended September 30, 1996 and 1995. The
expenses primarily relate to on-going corporate costs.
Other income, net was $4.1 for the three months ended September 30,
1996, compared to $0.4 for the three months ended September 30, 1995. Other
income during the 1996 period represents interest income on cash proceeds
received from the Aerospace Sale and income recognized on the Company's
overfunded pension plan.
Nine Months Ended September 30, 1996 Compared to the Nine Months Ended
September 30, 1995
General and administrative expenses from continuing operations were $1.2
for the nine months ended September 30, 1996, compared to $11.5 for the nine
months ended September 30, 1995. The 1996 expenses primarily relate to on-going
corporate costs. The 1995 expenses primarily relate to costs associated with the
former Hampton, NH office of Abex before the Abex Transfer and the Merger and
on-going corporate costs of the Company after the Abex Transfer and Merger.
Other income, net was $7.9 for the nine months ended September 30, 1996,
compared to $8.1 for the nine months ended September 30, 1995. Other income
during the 1996 period reflects interest income on cash proceeds received from
the Aerospace Sale and income recognized on the Company's overfunded pension
plan. Other income during the 1995 period relates primarily to interest income
on cash held by Abex before the Abex Transfer and Merger and income recognized
on overfunded pension plan.
Income from operations of discontinued aerospace business was $4.4 in
the nine months ended September 30, 1996 and $11.9 in the nine months ended
September 30, 1995. The 1996 period represents aerospace operations through the
date of sale while the 1995 period represents aerospace operations for the full
period.
The Company recorded a gain of $153.7 related to the Aerospace Sale in
the nine months ended September 30, 1996. There were no income taxes provided in
connection with the sale as the tax bases of the assets and liabilities sold
approximated the net proceeds.
8
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions)
Financial Condition, Liquidity and Capital Resources
The Company had cash and cash equivalents of $1.3 and trading securities
of $196.5 at September 30, 1996.
In connection with the Aerospace Sale, on April 15, 1996, the Company
terminated its existing Credit Agreement with Chemical Bank and Bank of America
(the "Credit Agreement") and entered into an agreement with Chemical Bank
pursuant to which certain letters of credit granted by Chemical Bank on behalf
of the Company pursuant to the Credit Agreement will remain outstanding.
On February 5, 1996, the Company, through Pneumo Abex, entered into a
Reimbursement Agreement with Chemical Bank and MC Group. The Reimbursement
Agreement provides for letters of credit totaling $20.8 covering certain
environmental issues not related to the Company's former Aerospace Business. In
connection with the Abex Transfer, MC Group has agreed to indemnify the Company
for these contingent liabilities, which are generally paid by third party
indemnitors and insurers, including the cost of the letters of credit.
At December 31, 1995, the Company had available federal net operating
loss carryforwards of approximately $172.0.
On October 23, 1996, MC Group entered into a Stock and VSR Purchase
Agreement (the "Purchase Agreement"), dated as of October 23, 1996, with PCT and
PCT International Holdings Inc., a Delaware corporation and wholly owned
subsidiary of PCT ("Purchaser"), pursuant to which Purchaser agreed to purchase
from MC Group (the "Acquisition"), and MC Group agreed to sell and issue to
Purchaser, all the issued and outstanding shares (the "Shares") of capital stock
of Flavors Holdings Inc., a Delaware corporation and wholly owned subsidiary of
MC Group ("Flavors"), and 23,156,502 Value Support Rights (each a "VSR" and
collectively, the "VSRs") issued pursuant to the Value Support Rights Agreement
(the "VSR Agreement") entered into between MC Group and American Stock Transfer
& Trust Company, as trustee. Flavors, through its wholly owned subsidiary Mafco
Worldwide Corporation, operates MC Group's licorice extract and other flavoring
agents manufacturing and distributing business. The agreement was unanimously
approved by the Boards of Directors of MC Group and PCT and, in the case of PCT,
upon the recommendation of a Special Committee of directors who are not officers
or employees of PCT or its affiliates including MC Group, formed to consider the
transaction.
On November 25, 1996, pursuant to the Purchase Agreement, MC
Group sold to PCT International (i) all of the outstanding shares of Flavors
Common Stock and (ii) 23,156,502 VSRs for an aggregate consideration of
$297.3, consisting of $180.0 in cash, the assumption of approximately
$110.1 of indebtedness of Mafco Worldwide and deferred cash payments
from PCT International of $7.2. The VSRs were subsequently distributed to PCT.
Pursuant to the Purchase Agreement, PCT will be required to make deferred
cash payments to MC Group of $3.7 on June 30, 1997 and $3.5 million on
December 31, 1997.
It is anticipated that the VSRs will be distributed to all holders of
PCT Common Stock and PCT Preferred Stock promptly following the effectiveness of
a registration statement to be filed by MC Group with the Securities and
Exchange Commission. Each VSR, subject to certain limitations, entitles its
holder to receive a payment, if any, of up to $3.25 per VSR if the 30-Day
Average Market Price (as defined in the VSR Agreement) of PCT Common Stock is
below $11.00 per share on January 1, 1999; provided,
9
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions)
however, MC Group has an optional right to call the VSRs each April 1, July 1,
October 1 and January 1 from and including April 1, 1997 to and including
October 1, 1998 (each, an "Optional Call Date"). If MC Group calls the VSRs on
or before January 1, 1998, holders will be entitled to receive a payment of at
least $0.50 and up to $3.25 per VSR if the 30-Day Average Market Price is below
$10.25 per share as of such Optional Call Date. If MC Group calls the VSRs after
January 1, 1998, each VSR will entitle its holder to a payment, if any, of up to
$3.25 per VSR if the 30-Day Average Market Price is below $11.00 per share on
such Optional Call Date.
10
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in millions)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit Description
10.1 Stock and VSR Purchase Agreement, dated as of October 23, 1996,
by and between Mafco Consolidated Group Inc. and Power Control
Technologies Inc. and PCT International Holdings Inc.
(incorporated by reference to Exhibit 7 of the Mafco Consolidated
Group Inc. Schedule 13D, dated October 25, 1996 filed with
respect to Power Control Technologies Inc.)
10.2 Form of Value Support Rights Agreement between Mafco Consolidated
Group Inc. and American Stock Transfer & Trust Company, as the
trustee (included as Exhibit A to the Stock and VSR Purchase
Agreement incorporated by reference in Exhibit 10.1).
11* Computation of Earnings Per Share
27 Financial Data Schedule (incorporated by reference to the Power
Control Technologies Inc. Form 10-Q for the quarterly period
ended September 30, 1996).
*filed herein
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURE
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.
POWER CONTROL TECHNOLOGIES INC.
-------------------------------
(Registrant)
Date: December 23, 1996 By: /s/Irwin Engelman
----------------------------
Irwin Engelman
Executive Vice President and
Chief Financial Officer
Date: December 23, 1996 By:/s/Laurence Winoker
----------------------------
Laurence Winoker
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
Exhibit 11
Earnings Per Share
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ---------------------------
1996 1995 1996 1995
--------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Income (loss) from continuing operations $ 3.5 $ (0.2) $ 6.7 $ (3.8)
Preferred stock dividend (0.4) (0.4) (1.2) (0.5)
--------- ---------- --------- ----------
Income (loss) from continuing operations
net of preferred stock dividend 3.1 (0.6) 5.5 (4.3)
Income from operations of discontinued aerospace business,
net of foreign income taxes - 3.9 4.4 11.9
Gain on sale of discontinued aerospace business - - 153.7 -
--------- ---------- --------- ----------
Income (loss) from discontinued operations - 3.9 158.1 11.9
Extraordinary loss - - - (1.6)
--------- ---------- -------- ----------
Net income available to common shareholders $ 3.1 $ 3.3 $ 163.6 $ 6.0
--------- ---------- --------- ----------
--------- ---------- --------- ----------
Primary shares outstanding:
Common shares outstanding during the period 20.7 20.7 20.7 20.1
--------- -------- --------- -----------
--------- -------- --------- -----------
Fully diluted shares:
Primary common shares outstanding 20.7 20.7 20.7 20.1
Assumed conversion of preferred stock 2.5 2.5 2.5 1.0
--------- --------- --------- -----------
Fully diluted common shares outstanding 23.2 23.2 23.2 21.1
--------- --------- --------- -----------
--------- --------- --------- -----------
Income (loss) per common share and common equivalent share:
Continuing operations $ 0.15 $ (0.03) $ 0.27 $ (0.21)
Discontinued operations - 0.19 7.63 0.59
--------- ---------- --------- -----------
0.15 0.16 7.90 0.38
Extraordinary loss - - - (0.08)
--------- ---------- --------- -----------
Net income $ 0.15 $ 0.16 $ 7.90 $ 0.30
--------- ---------- --------- -----------
--------- ---------- --------- -----------
Fully diluted income (loss) per common share:
Continuing operations $ 0.15 $ (0.01) $ 0.29 $ (0.18)
Discontinued operations - 0.17 6.81 0.56
--------- ---------- --------- ----------
0.15 0.16 7.10 0.38
Extraordinary loss - - - (0.08)
--------- ---------- --------- ----------
Net income $ 0.15 $ 0.16 $ 7.10 $ 0.30
--------- ---------- --------- ----------
--------- ---------- --------- ----------
</TABLE>
