UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-12822
BEAZER HOMES USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2086934
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5775 Peachtree Dunwoody Road, Suite C-550, Atlanta, Georgia 30342
(Address of principal executive offices) (Zip Code)
(404) 250-3420
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to the filing requirements for the past 90 days.
YES X NO
------------- --------------
CLASS OUTSTANDING AT MAY 10, 1996
Common Stock, $0.01 par value 6,594,350 shares
Preferred Stock, $0.01 par value 2,000,000 shares
Page 1 of 15 Pages
Exhibit Index Appears on Page 13
BEAZER HOMES USA, INC.
FORM 10-Q
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets,
March 31, 1996 (unaudited) and September 30, 1995 3
Unaudited Condensed Consolidated Statements of Operations,
Three and Six Months Ended March 31, 1996 and 1995 4
Unaudited Condensed Consolidated Statements of Cash Flows,
Six Months Ended March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8
PART II OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 15
2
PART I. FINANCIAL INFORMATION
BEAZER HOMES USA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
MARCH 31, SEPTEMBER 30,
1996 1995
--------- ------------
(UNAUDITED)
ASSETS
Cash and cash equivalents $ 13,620 $ 40,407
Accounts receivable 2,460 2,842
Inventory 322,019 285,268
Property, plant and equipment, net 2,010 1,323
Goodwill, net 6,474 6,745
Other assets 11,681 8,655
-------- --------
Total assets $358,264 $345,240
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 35,303 $ 40,111
Other payables and accrued liabilities 22,676 25,585
Revolving credit facility 16,000 --
Senior notes 115,000 115,000
-------- --------
Total liabilities 188,979 180,696
Stockholders' equity:
Preferred stock (par value $.01 per share, 5,000,000 shares
authorized, 2,000,000 issued and outstanding; $50,000
aggregate liquidation preference) 20 20
Common stock (par value $.01 per share, 30,000,000 shares
authorized, 9,343,619 issued,
6,594,350 and 6,547,850 outstanding) 93 93
Paid in capital 188,438 187,698
Retained earnings 27,909 23,347
Unearned restricted stock (2,468) (1,907)
-------- --------
213,992 209,251
Less treasury stock, at cost (2,749,269 shares) (44,707) (44,707)
-------- --------
Total stockholders' equity 169,285 164,544
-------- --------
Total $358,264 $345,240
-------- --------
-------- --------
See Notes to Condensed Consolidated Financial Statements
3
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(D0LLARS IN THOUSANDS, EXCEPT PER SHARE DATE)
THREE MONTHS SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
1996 1995 1996 1995
---- ---- ---- ----
Total revenue $196,505 $123,544 $354,735 $225,847
Costs and expenses:
Home construction and land sales 166,496 105,759 299,833 191,359
Interest 3,646 2,630 6,777 4,649
Selling, general and administrative 20,279 12,694 37,208 24,006
-------- -------- -------- --------
Operating income 6,084 2,461 10,917 5,833
Other income 21 14 21 197
-------- -------- -------- --------
Income before income taxes 6,105 2,475 10,938 6,030
Provision for income taxes 2,442 990 4,375 2,412
-------- -------- -------- --------
Net income $ 3,663 $ 1,485 $ 6,563 $ 3,618
-------- -------- -------- --------
-------- -------- -------- --------
Preferred dividends $ 1,000 -- $ 2,000 --
Net income applicable to common
stockholders $ 2,663 $ 1,485 $ 4,563 $ 3,618
Weighted average number of shares
(in thousands):
Primary 6,487 9,308 6,485 9,259
Fully-diluted 9,112 -- n/a --
Income per share:
Primary $0.41 $0.16 $0.70 $0.39
Fully-diluted $0.40 -- n/a --
See Notes to Condensed Consolidated Financial Statements
4
BEAZER HOMES USA, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(D0LLARS IN THOUSANDS)
SIX MONTHS ENDED MARCH 31,
1996 1995
---- ----
Cash flows from operating activities:
Net income $ 6,563 $ 3,618
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation and amortization 748 532
Changes in operating assets and liabilities,
net of effects of acquisitions (47,272) (60,697)
----------- ---------
Net cash used by operating activities (39,961) (56,547)
----------- ---------
Cash flows from investing activities:
Capital expenditures (826) (255)
Purchase of Treasure Coast Division -- (200)
----------- ---------
Net cash used by investing activities (826) (455)
----------- ---------
Cash flows from financing activities:
Proceeds from revolving credit facility, net 16,000 24,500
Dividends paid on preferred stock (2,000) --
----------- ---------
Net cash provided by financing activities 14,000 24,500
----------- ---------
(Decrease ) Increase in cash and cash equivalents (26,787) (32,502)
Cash and cash equivalents at beginning of period 40,407 35,980
----------- ---------
Cash and cash equivalents at end of period $ 13,620 $ 3,478
----------- ---------
----------- ---------
See Notes to Condensed Consolidated Financial Statements
5
BEAZER HOMES USA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of Beazer Homes USA, Inc. ("Beazer" or the "Company") have been
prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions to Form
10-Q and Article 10 of Regulation S-X, and consequently such financial
statements do not include all of the information and disclosures required by
generally accepted accounting principles for complete financial statements.
Accordingly, for further information, the reader of this Form 10-Q should
refer to the audited consolidated financial statements of the Company for the
year ended September 30, 1995 incorporated by reference in the Company's
Annual Report on Form 10-K.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included in the accompanying condensed financial statements.
(2) INVENTORY
A summary of inventory is as follows (dollars in thousands):
MARCH 31, SEPTEMBER 30,
1996 1995
---- ----
(UNAUDITED)
Finished homes $ 54,430 $ 52,464
Development projects in progress 219,682 196,500
Unimproved land held for future
development 25,486 21,315
Model homes 17,086 14,989
-------- --------
$322,019 $285,268
-------- --------
-------- --------
Development projects in progress consist principally of land,
land improvement costs and, if applicable, construction costs for houses
which are in various stages of development but not ready for sale. Certain of
the finished homes in inventory are reserved by a deposit or sales contract.
(3) INTEREST
The following table sets forth certain information regarding
interest (dollars in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1996 1995 1996 1995
---- ---- ---- ----
During the period:
Interest incurred $3,605 $3,670 $6,749 $6,503
------ ------ ------ ------
------ ------ ------ ------
Previously capitalized
interest amortized to
costs and expenses $3,646 $2,630 $6,777 $4,649
------ ------ ------ ------
------ ------ ------ ------
At the end of the period:
Capitalized interest in
ending inventory $6,483 $6,896 $6,483 $6,896
------ ------ ------ ------
------ ------ ------ ------
6
(4) EARNINGS PER SHARE
The computation of primary earnings per common share is based
upon the weighted average number of common shares outstanding during the
period plus (in periods in which they have a dilutive effect) the effect of
common stock equivalents, primarily from stock options. Common share
equivalents are computed using the treasury stock method.
Fully diluted earnings per share, which further assumes the
conversion of 2.0 million shares of Series A Cumulative Convertible
Exchangeable Preferred Stock ($50.0 million aggregate liquidation preference)
issued in August 1995 into 2.6 million shares of common stock at the
conversion price of $19.05, is presented in the accompanying condensed
consolidated statement of operations for the quarter ended March 31, 1996.
The effect of such assumed conversion is antidilutive for the six months
ended March 31,1996, and therefore is not presented.
(5) RECENT ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board issued
Statement No. 121, "Accounting for the Impairment for Long-Lived Assets to Be
Disposed Of" ("SFAS 121"). SFAS 121 requires that long-lived assets and
certain identifiable intangibles be reviewed for impairment whenever events
or changes in circumstances based on future expected cash flows indicate that
the carrying amount may not be recoverable. SFAS 121 is required for
financial statements for fiscal years beginning after December 15, 1995.
Upon adoption, the Company does not believe that SFAS 121 will have a
material impact on its consolidated financial statements.
In October 1995, the Financial Accounting Standards Board issued
Statement No. 123, "Accounting for Stock-Based Compensation, ("SFAS 123").
SFAS 123 establishes financial accounting and reporting standards for
stock-based employee compensation plans, such as stock purchase plans and
stock option plans. The Company is not required to adopt the principal
provisions of SFAS 123 until its fiscal year ending September 30, 1997. The
Company has not yet decided how it will implement this standard.
7
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents certain operating and financial data for the
Company (dollars in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------- ----------------------------
1996 1995 1996 1995
----------------- -------- ----------------- -------
% %
AMOUNT CHANGE AMOUNT AMOUNT CHANGE AMOUNT
------- ------ ------- ------- ------ -------
NUMBER OF NEW ORDERS,
NET OF CANCELLATIONS:
Southeast Region 617 17.3% 526 1,053 35.3% 778
Southwest Region 995 59.2 625 1,689(a) 78.0 949
Other Markets 94 n/m (1) 148 n/m (1)
------- ------- ------- -------
Total 1,706 48.3% 1,150 2,890 67.4% 1,726
------- ------- ------- -------
------- ------- ------- -------
NUMBER OF CLOSINGS:
Southeast Region 483 25.8% 384 949 29.6% 732
Southwest Region 836 87.0 447 1,431 74.7 819
Other Markets 46 n/m -- 104 n/m 2
------- ------- ------- -------
Total 1,365 64.3% 831 2,484 59.9% 1,553
------- ------- ------- -------
------- ------- ------- -------
TOTAL REVENUE:
Southeast Region $ 71,519 32.6% $ 53,928 $137,489 35.0% $101,816
Southwest Region 117,403 68.6 69,616 200,722 62.3 123,686
Other Markets 7,583 n/m -- 16,524 n/m 345
-------- -------- -------- --------
Total $196,505 59.1% $123,544 $354,735 57.1% $225,847
-------- -------- -------- --------
-------- -------- -------- --------
AVERAGE SALES PRICE PER HOME CLOSED:
Southeast Region $ 148.1 5.5% $ 140.4 $ 144.9 4.2% $ 139.1
Southwest Region 140.4 (9.8) 155.7 140.3 (7.1) 151.0
Other Markets 164.8 n/m -- 158.6 n/m 172.5
Total 144.0 (3.2)% 148.7 142.8 (1.8)% 145.4
BACKLOG UNITS AT END OF PERIOD:
Southeast Region 812 55.0% 524
Southwest Region 1,109 74.4 636
Other Markets 98 n/m --
------- -------
Total 2,019 74.1% 1,160
------- -------
------- -------
AGGREGATE SALES VALUE OF HOMES IN
BACKLOG AT END OF PERIOD: $295,877 62.4% $182,137
NUMBER OF ACTIVE SUBDIVISIONS:
Southeast Region 100 12.4% 89
Southwest Region 58 9.4 53
Other Markets 13 n/m --
------- -------
Total 171 20.4% 142
------- -------
------- -------
n/m Percentage change not meaningful
(a) New orders do not include 129 homes in backlog acquired from Del Mar
Development, Inc. for the six month period ending March 31, 1996.
OVERVIEW:
Beazer Homes designs, builds and sells single family homes in the Southeast
and Southwest regions of the United States, as well as in Texas. The
Company's Southeast region includes Georgia, North Carolina, South Carolina,
Tennessee and Florida, and its Southwest region includes Arizona, California
and Nevada. The Company's homes are designed to appeal primarily to
entry-level and first time move-up home buyers. The Company intends, subject
to market conditions, to expand in its current markets and to consider
entering new markets through expansion from existing markets ("satellite
expansion") or through acquisitions of established regional homebuilders.
The Company's homes are generally offered for sale in advance of their
construction. The majority of homes are sold pursuant to standard sales
contracts entered into prior to commencement of construction. Once a
contract has been signed, the Company classifies the transaction as a "new
order." Such sales contracts are usually subject to certain contingencies
such as the buyer's ability to qualify for financing. Homes covered by such
sales contracts are considered by the Company as its "backlog." The Company
does not recognize revenue on homes in backlog until the sales are closed and
the risk of ownership has been transferred to the buyer.
NEW ORDERS AND BACKLOG: The Company believes the strong growth in new orders
and backlog in the three and six months ended March 31,1996 compared to the
same periods in 1995 is the result of a continued upturn in the general
economic environment, reduced interest rates, and the Company's timing of
opening new subdivisions. As interest rates declined and the homebuilding
market recovered during 1995, the Company expanded its number of active
subdivisions. The number of active subdivisions increased 20% to 171 projects
at March 31, 1996 compared to 142 projects March 31, 1995, with 8 new
projects being added during the three months ended March 31, 1996.
All of the Company's markets experienced increases in both orders and backlog
for the six months ended March 31, 1996 compared to the same period ended
March 31, 1995 with the exception of the California Market where backlog was
down 12%. The Southeast Region had a 35% increase in new orders, and the
Southwest Region had a 78% increase for the comparative six month period with
the Company's Raleigh, Phoenix, and Las Vegas markets each reporting order
increases in excess of 100%. The Southeast and Southwest Regions reported
17% and 59% increases, respectively, in new orders for the three month period
ending March 31, 1996 compared to the comparable period in 1995. In
addition, 11% and 13% percent of the Company's growth in both new orders and
backlog, respectively, for the six months ended March 31, 1996 can be
attributed to the Company's expansion into the Texas markets via the
acquisition of Bramalea Homes Texas in April 1995. Recent de novo satellite
expansions into Knoxville, Reno, and Myrtle Beach have not contributed
significantly to the reported figures to date.
The aggregate sales value of homes in backlog reflects principally the trend
in new orders and backlog units, and as such, increased significantly for the
comparable period. The average sales price of homes in backlog has decreased
slightly reflecting the strong volume of orders in the Southwest Region's
first-time buyer market, particularly in Phoenix.
9
RESULTS OF OPERATIONS:
The following table shows certain items in the Company's statements of income
expressed as a percentage of total revenue.
Three Months Ended Six Months Ended
March 31, March 31,
1996 1995 1996 1995
------ ------ ------ ------
Total revenue 100.0% 100.0% 100.0% 100.0%
Costs and expenses
Costs of home construction and
land sales 84.7 85.6 84.5 84.7
Interest 1.9 2.1 1.9 2.1
Selling, general and
administrative 10.3 10.3 10.5 10.6
-------------------------------------
Operating income 3.1% 2.0% 3.1% 2.6%
-------------------------------------
-------------------------------------
REVENUES: The Company experienced significant revenue growth in all regions
for both the three and six months ended March 31, 1996 compared to the same
period in 1995. The level of revenue growth is consistent with the increase
in the number of homes closed for the comparable period. Management believes
that a favorable homebuilding environment combined with timely opening of new
subdivisions contributed to the increase in the number of homes closed and
total revenues.
The Company experienced a slight increase in the Southeast Region's average
price per home closed for the three and six month period ended March 31, 1996
in comparison to the same period in 1995. This increase can be attributed to
product mix and the favorable economic conditions, which management believes
allow home buyers to purchase additional options in their homes. The average
price per home closed has decreased for each comparable period in the
Southwest region which is attributable to continued efforts to expand the
Company's presence in the first-time buyer market, especially in Arizona.
The fluctuations in total revenues and average sales price per home closed in
the Company's Other Markets for the three and six month period is the result
of the addition of the Company's recently acquired Texas operations and the
close-out of the New Jersey operations. The Texas operations acquired in
April of 1995 contributed 46 and 103 closings and $7.6 and $16.3 million in
revenues for the three and six month periods ended March 31, 1996
respectively.
COST OF HOME CONSTRUCTION AND LAND SALES: Cost of home construction and land
sales as a percentage of revenues decreased slightly for the three and six
months ended March 31, 1996 compared to the same periods in 1995. The
Company believes that lower interest rates and a lower percentage of closings
relating to homes previously listed in unsold finished inventory contributed
to these decreases.
10
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE: Selling, general and
administrative expenses decreased slightly as a percentage of total revenues
for the six months ended March 31, 1996 compared to the prior year period,
and remained unchanged as a percentage of revenues for the comparative three
month periods ending march 31, 1996 and 1995. Selling expenses increased
slightly to 6.4% and 6.3% for the six and three month periods ending March 31,
1996, respectively. General and administrative expenses as a percentage of
total revenues for the current quarter were consistent with the same quarter
in the prior year at 4.1% and down for the six month period ending March 31,
1996 to 4.1% compared to 4.3% for the same period in 1995.
INTEREST EXPENSE: Interest expense as a percentage of revenues for the three
and six months ended March 31, 1996 is less than the comparable period in
1995. The decrease is the result of lower interest rates experienced in the
current year being partially offset by increased inventory turnover.
INCOME TAXES: The Company's effective income tax rate was approximately 40%
for each of the three and six month periods ended March 31, 1996 and 1995.
FINANCIAL CONDITION AND LIQUIDITY:
At March 31, 1996, the Company had $16 million of borrowings outstanding
under its $80 million unsecured revolving line of credit (the "Credit
Agreement"), and had available additional borrowings of $64 million.
Available borrowings under the Credit Agreement are limited to certain
percentages of homes under contract, unsold homes, substantially improved
lots and accounts receivable as defined in the Credit Agreement. The Credit
Agreement is used primarily to fund seasonal working capital needs. The
Company's debt to total capitalization ratio at March 31, 1996 was 45.7%.
The Company has utilized, and will continue to utilize, land options as a
method of controlling and subsequently acquiring land. At March 31, 1996,
the Company had 7,510 lots under option. At March 31, 1996, the Company had
commitments with respect to option contracts with specific performance
obligations of approximately $40.2 million. The Company expects to exercise
all of its option contracts with specific performance obligations and,
subject to market conditions, substantially all of its options contracts
without specific performance obligations.
In August 1995, the Company sold 2,000,000 shares of its Series A Cumulative
Convertible Exchangeable Preferred Stock. The Preferred Stock pays dividends
quarterly at an annual rate of 8% (aggregating $4 million annually).
All subsidiaries of Beazer Homes USA, Inc. are guarantors of the Senior Notes
and are jointly and severally liable for the Company's obligations under the
Senior Notes. Separate financial statements and other disclosures concerning
each of the subsidiaries are not included, as the aggregate assets,
liabilities, earnings and equity of the subsidiaries equal such amounts for
the Company on a consolidated basis and separate subsidiary financial
statements are not considered material to investors. Neither the Credit
Agreement nor the Senior Notes restrict distributions to Beazer Homes USA,
Inc. by its subsidiaries.
Management believes that the Company's current borrowing capacity, cash on
hand at March 31, 1996, and anticipated cash flows from the operations is
sufficient to meet liquidity needs for the foreseeable
11
future. There can be no assurance, however, that amounts available in the
future from the Company's sources of liquidity will be sufficient to meet the
Company's future capital needs. The amount and types of indebtedness that
the Company may incur may be limited by the terms of the Indenture governing
the Senior Notes and the Credit Agreement. The Company continually evaluates
expansion opportunities through acquisition of established regional
homebuilders and such opportunities may require the Company to seek
additional capital in the form of equity or debt financing from a variety of
potential sources, including additional bank financing and/or securities
offerings.
12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On February 8, 1996, the Company held its annual meeting of shareholders.
At the annual meeting, the shareholders elected seven members to the Board
of Directors to serve until the next annual meeting. The results of the
voting was as follows:
Name For Against Withheld Non-votes
---- --- ------- -------- ---------
Brian C. Beazer 5,647,601 0 62,950 0
Thomas B. Howard, Jr. 5,646,038 0 64,513 0
Ian J. McCarthy 5,647,601 0 62,950 0
George W. Mefferd 5,647,241 0 63,310 0
D.E. Mundell 5,647,301 0 63,250 0
Larry T. Solari 5,646,138 0 64,413 0
David S. Weiss 5,647,601 0 62,950 0
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11 Statement of Computation of Earnings Per Share
27 Financial Data Schedule
(b) There were no reports on for 8-K filed for the three
months ended March 31, 1996.
13
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.
Beazer Homes USA, Inc.
Date: May 15, 1996 By: /s/ David S. Weiss
--------------------- ------------------------------
Name: David S. Weiss
Executive Vice President and
Chief Financial Officer
EXHIBIT 11
BEAZER HOMES USA, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Six
Months Ended Months Ended
March 31, March 31,
------------------------- -------------------------
1996 1995 1996 1995
------------------------- -------------------------
Primary:
Earnings
Net income $ 3,663 $ 1,485 $ 6,563 $ 3,618
Less: Dividends on preferred shares (a) 1,000 -- 2,000 --
--------- --------- --------- ---------
Net income applicable to common shares $ 2,663 $ 1,485 $ 4,563 $ 3,618
========= ========= ========= =========
Shares
Weighted average number of unrestricted
common shares outstanding 6,376,100 9,125,367 6,376,100 9,125,367
Weighted average number of restricted
common shares outstanding, net 91,973 182,683 89,093 133,514
Dilutive effect of outstanding options as determined
by the application of the treasury stock method 19,054 -- 20,258 --
--------- --------- --------- ---------
Weighted average number of shares outstanding,
as adjusted 6,487,127 9,308,050 6,485,451 9,258,881
========= ========= ========= =========
Primary net income per share $0.41 $0.16 $0.70 $0.39
========= ========= ========= =========
Fully-diluted:
Earnings
Net income $ 3,663 $ 1,485 $ 6,563 $ 3,618
========= ========= ========= =========
Shares
Weighted average number of unrestricted
common shares outstanding 6,376,100 9,125,367 6,376,100 9,125,367
Weighted average number of restricted
common shares outstanding, net 91,973 182,683 89,093 133,514
Dilutive effect of outstanding options as determined 19,054 -- 20,258 --
by the application of the treasury stock method
Assumed conversion of preferred stock (a) 2,624,672 -- 2,624,672 --
--------- --------- --------- ---------
Weighted average number of shares outstanding,
as adjusted 9,111,799 9,308,050 9,110,123 9,258,881
========= ========= ========= =========
Net income per share assuming full dilution $0.40 $0.16 $0.72(b) $0.39
========= ========= ========= =========
_________________
(a) The Company's Series A Cumulative Convertible Exchangeable Preferred
Stock (2,000,000 shares of $50,000,000 aggregate liquidation preference,
convertible into 2,624,672 shares of common stock).
(b) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No. 15
because it produces an anti-dilutive result.
5
1,000
6-MOS
SEP-30-1996
OCT-01-1995
MAR-31-1996
13620
0
2460
0
322019
0
2010
0
358264
0
131000
0
20
93
169172
358261
354735
354735
29983
343818
(21)
0
6777
10938
4375
6563
0
0
0
6563
.70
0
Property, plant, and equipment is presented net of
accumulated depreciation.
The Company presents a condensed balance sheet for
interim periods.
