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 Quarter Ended August 31, 1997 Commission File Number 0-748
McCORMICK & COMPANY, INCORPORATED
(Exact name of registrant as specified in its charter)
MARYLAND 52-0408290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Loveton Circle, P. O. Box 6000, Sparks, MD 21152-6000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 771-7301
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 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.
Shares Outstanding
September 30, 1997
Common Stock 10,471,705
Common Stock Non-Voting 64,120,991
McCORMICK & COMPANY, INCORPORATED
INDEX - FORM 10-Q
August 31, 1997
Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Income Statement 2
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
Exhibit Index 15
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)
(In Thousands Except Per Share Amounts)
Three Months Ended Nine Months Ended
August 31, August 31,
1997 1996 1997 1996
Net sales $422,870 $405,451 $1,243,992 $1,195,078
Cost of goods sold 284,326 269,115 834,268 804,955
Gross profit 138,544 136,336 409,724 390,123
Selling, general and
administrative expense 106,181 103,184 319,876 312,575
Restructuring charge (credit) (3,726) 57,538 (3,340) 57,538
Operating income (loss) 36,089 (24,386) 93,188 20,010
Interest expense 9,367 8,082 27,051 24,807
Other (inc.) expense-net (1,090) 524 (4,400) 156
Income (loss) from consolidated
continuing operations
before income taxes 27,812 (32,992) 70,537 (4,953)
Income taxes (benefits) 10,930 (9,871) 26,738 185
Net income (loss) from consoli-
dated continuing operations 16,882 (23,121) 43,799 (5,138)
Income from unconsolidated
operations 2,317 1,557 5,426 2,782
Net income (loss) from
continuing operations 19,199 (21,564) 49,225 (2,356)
Income from discontinued
operations, net of
income taxes 1,013 5,112 1,013 6,249
Net income (loss) before
extraordinary item 20,212 (16,452) 50,238 3,893
Extraordinary loss from early
extinguishment of debt, net
of income tax benefit - (7,806) - (7,806)
Net income (loss) $ 20,212 $(24,258) $ 50,238 $ (3,913)
Earnings (loss) per common share:
Continuing operations $0.26 $(0.26) $0.65 $(0.03)
Discontinued operations 0.01 0.06 0.01 0.08
Extraordinary loss from early
extinguishment of debt - (0.10) - (0.10)
Earnings (loss) per common share $0.27 $(0.30) $0.66 $(0.05)
Average shares outstanding 75,117 80,982 76,079 81,164
Cash dividends declared per
common share $0.15 $0.14 $0.45 $0.42
See notes to condensed consolidated financial statements.
(2)
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(In Thousands)
Aug. 31, Aug. 31, Nov. 30,
1997 1996 1996
(unaudited) (unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 10,588 $ 36,746 $ 22,418
Accounts receivable - net 189,570 194,927 217,495
Inventories
Raw materials and supplies 124,282 125,969 188,936
Finished products and work-in
process 137,881 138,737 56,153
262,163 264,706 245,089
Other current assets 47,144 44,148 49,410
Total current assets 509,465 540,527 534,412
Property - net 383,889 400,322 400,394
Goodwill - net 156,871 160,238 165,066
Prepaid allowances 140,321 163,115 149,200
Other assets 85,118 76,158 77,537
Total assets $1,275,664 $1,340,360 $1,326,609
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $215,112 $147,544 $ 98,450
Current portion of long-term debt 9,088 9,966 10,477
Trade accounts payable 127,055 127,534 153,584
Other accrued liabilities 188,531 221,834 236,791
Total current liabilities 539,786 506,878 499,302
Long-term debt 275,780 289,664 291,194
Deferred income taxes 4,167 1,755 4,937
Other long-term liabilities 81,806 77,955 81,133
Total liabilities 901,539 876,252 876,566
Shareholders' Equity
Common stock 45,331 49,320 48,541
Common stock non-voting 115,275 115,844 112,489
Retained earnings 246,163 332,342 313,847
Foreign currency translation adj. (32,644) (33,398) (24,834)
Total shareholders' equity 374,125 464,108 450,043
Total liabilities and
shareholders' equity $1,275,664 $1,340,360 $1,326,609
See notes to condensed consolidated financial statements.
(3)
McCORMICK & COMPANY, INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In Thousands)
Nine Months Ended
Aug. 31, Aug. 31,
1997 1996
Cash flows from operating activities
Net income (loss) $ 50,238 $ (3,913)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Non cash charges and credits
Depreciation and amortization 37,430 48,113
Restructuring charges (credits) (3,340) 57,538
Income from unconsolidated operations (5,426) (2,782)
Extraordinary loss - 7,806
Other (374) (2,684)
Changes in selected working capital items
Accounts receivable 22,380 13,540
Inventories (24,962) (1,596)
Prepaid allowances 8,806 9,746
Accounts payable, trade (23,055) 1,418
Other assets and liabilities (24,630) (41,159)
Net cash provided by operating activities 37,067 86,027
Cash flows from investing activities
Capital expenditures (36,890) (61,970)
Acquisitions of businesses (3,315) -
Proceeds from sale of discontinued operations - 248,766
Proceeds from sale of assets 2,576 15,207
Other investments (3,080) (282)
Currency hedging contracts (300) -
Net cash provided by (used in) investing activities (41,009) 201,721
Cash flows from financing activities
Short-term borrowings, net 118,969 (137,497)
Long-term debt borrowings - 4,130
Long-term debt repayments (10,892) (81,479)
Common stock issued 6,349 7,871
Common stock acquired by purchase (90,367) (20,927)
Dividends paid (34,329) (34,128)
Net cash used in financing activities (10,270) (262,030)
Effect of exchange rate changes on cash and
cash equivalents 2,382 (1,437)
Increase (decrease) in cash and cash equivalents (11,830) 24,281
Cash and cash equivalents at beginning of period 22,418 12,465
Cash and cash equivalents at end of period $ 10,588 $ 36,746
See notes to condensed consolidated financial statements.
(4)
McCORMICK & COMPANY, INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts In Thousands Except As Otherwise Noted)
(Unaudited)
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q and do not include all the information and notes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements contain
all adjustments necessary to present fairly the financial position
and the results of operations for the interim periods. Certain
other reclassifications have been made to the 1996 financial
statements to conform with the 1997 presentation.
As of January 1, 1997, the Company's Mexican operations were
measured using the U.S. dollar as the functional currency due to
the highly inflationary nature of the Mexican economy.
The results of consolidated operations for the three and nine month
periods ended August 31, 1997 are not necessarily indicative of the
results to be expected for the full year. Historically, the
Company's consolidated sales and profits are lower in the first
half of the fiscal year, and increase in the second half.
For further information, refer to the consolidated financial
statements and notes included in the Company's Annual Report on
Form 10-K for the year ended November 30, 1996.
Business Restructuring
In the third quarter of 1996, the Company began implementation of
a restructuring plan and recorded a restructuring charge of $58,095
in 1996. This charge reduced net income by $39,582 or $.49 per
share. In addition there are additional charges directly related
to the restructuring plan which could not be accrued in 1996. The
Company has expensed $419 of these costs in the first nine months
of 1997. Under the restructuring plan the Company has closed the
Brooklyn, New York packaging plant, converted from a direct sales
force to a broker sales force for certain regions in the U.S.,
exited from certain minor non-core product lines, closed its
manufacturing facility in Switzerland and moved that production to
its U.K. facility, sold the Minipack business, and sold Giza
National Dehydration Company of Egypt. In the fourth quarter of
1994, the Company recorded a charge of $70,445 for restructuring
its business operations. Except for the realignment of some of our
operations in the United Kingdom, this restructuring plan is
complete.
(5)
In the third quarter of 1997, the Company reevaluated its
restructuring plans. Most of the actions under these plans are
completed or near completion and have resulted in losses being less
than originally anticipated. In addition, an agreement in
principal to dispose of an overseas food brokerage and distribution
business with 6% of consolidated net sales was not consummated. As
a result of these developments, a credit of $9,493 was included in
the caption Restructuring Charge (Credit) in the Condensed
Consolidated Income Statement. Concurrent with the reevaluation of
restructuring plans, the Company initiated plans to streamline the
food brokerage and distribution business and close a domestic
packaging plant. These actions resulted in a $5,734 charge to the
Restructuring Charge (Credit) caption in the Condensed Consolidated
Income Statement. Charges related to these initiatives include
severance and personnel costs of $2,516 and a $3,218 writedown of
assets to net realizable value and will require net cash outflows
of approximately $3,365. The credit for the restructuring
reevaluation and the charge for the new initiatives resulted in a
pre-tax restructuring credit of $3,759 ($2,281 after tax) in the
quarter and nine months ended August 31, 1997.
The restructuring liability remaining at August 31, 1997 was $5,091
for severance and personnel, $1,971 for disposal of assets and
$1,344 for other exit costs.
The Company expects to have all restructuring programs completed in
1998.
Discontinued Operations
On August 29, 1996, the Company sold substantially all the assets
of Gilroy Foods, Incorporated (GFI) and Gilroy Energy Company, Inc.
(GEC). Based on the settlement of terms related to assumptions
used to estimate the gain or loss from the disposals of GFI and
GEC, a credit of $1,660 ($1,013 after tax) was included in the
caption Income From Discontinued Operations, Net of Income Taxes in
the Condensed Consolidated Income Statement for the quarter and
nine months ended August 31, 1997.
Accounting and Disclosure Changes
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share." The Statement is
effective for financial statements issued for periods ending after
December 15, 1997. The Statement will have no significant effect
on the reported earnings per share for the Company.
In June 1997, the Financial Accounting Standards Board issued
Statement No. 130, "Reporting Comprehensive Income", which requires
that an enterprise report, by major components and as a single
total, the change in its net assets during the period from non-
owner sources; and No. 131, "Disclosures About Segments of an
Enterprise and Related Information", which establishes annual and
interim reporting standards for an enterprise's operating segments
(6)
and related disclosures about its products, services, geographic
areas and major customers. Both statements are effective for
fiscal years beginning after December 15, 1997. Adoption of these
standards will not impact the Company's consolidated financial
position, results of operations or cash flows, and any effect,
while not yet determined by the Company, will be limited to the
presentation of its disclosures.
Financial Instruments
During the second quarter of 1997, the Company entered into foreign
currency hedge contracts. The Company sold Mexican pesos forward to
cover its net investment in its Mexican subsidiary and affiliate.
These contracts, which expire in November 1997, have a combined
nominal amount of $28,727 at August 31, 1997.
(7)
McCORMICK & COMPANY, INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Amounts in Thousands Except as Otherwise Noted)
Overview
For the third quarter ended August 31, 1997 the Company reported
net income of $20.2 million or $.27 per common share compared to a
net loss of $24.3 million or $(.30) per common share for the
comparable period last year. For the nine months ended August 31,
1997, net income was $50.2 million or $.66 per common share
compared to a net loss of $3.9 million or $(.05) per common share
for the same period last year. During the third quarter of 1997,
the Company recorded adjustments relating to a favorable
revaluation of reserves for restructuring programs and discontinued
operations and unfavorable adjustments at its Venezuelan operation,
principally related to the correction of a prior period currency
translation error. During the third quarter of 1996, the Company
recorded a business restructuring, completed the sale of Gilroy
Foods and Gilroy Energy, and recorded a loss on prepayment of debt
associated with Gilroy Energy. Excluding these items (as well as
operating results of discontinued operations), net income for the
third quarter and nine months ended August 31, 1997 was $19.9
million and $50.1 million or $.27 and $.66 per share, respectively,
as compared to $17.7 million and $36.9 million or $.23 and $.46 per
share, respectively, for the same period last year.
During the first quarter of 1997, the Company purchased a line of
dry seasoning mixes in Canada which will be marketed under the
French's (registered trademark) brand name. This acquisition will
expand the Company's market areas in Canada. During the second
quarter of 1997, the Company dissolved the McCormick & Wild joint
venture and the business was split between the partners. Under the
1996 restructuring plan, the Company completed the sales of Giza
National Dehydration Company of Egypt and Minipack Systems Limited
of England, exited from certain non-core product lines, and closed
its manufacturing facility in Switzerland and moved that production
to its U.K. facility during 1997.
Results of Operations
Consolidated net sales increased 4.3% and 4.1% for the quarter and
for the nine month period ended August 31, 1997, respectively, as
compared to the corresponding periods of 1996. For the quarter
ended August 31, 1997, the increase in consolidated net sales was
mainly driven by unit volume increases. The effect of foreign
currency exchange rate changes increased sales by less than 1% when
compared to last year. There was improved performance in the U.S.
industrial and food service businesses, the packaging business and
the Asia Pacific group. The U.S. retail business decreased compared
to the same quarter of last year with volume decreases partially
offset by the combined favorable effect of price and mix changes.
(8)
For the nine months ended August 31, 1997, the 4.1% increase in
consolidated net sales was mainly driven by unit volume increases
and the combined favorable effect of price and mix changes. An
increase to consolidated net sales of less than 1% due to foreign
exchange rate changes was offset by a decrease due to the effect of
business disposals, net of acquisitions. Net sales improved
compared to last year in all operating groups except the U.S.
retail business whose volume decrease was partially offset by the
combined favorable effect of price and mix changes. While
underlying sales patterns in the grocery store channel have
recently shown some improvement, in part due to the Company's
category management and marketing initiatives, the Company does not
anticipate fully recovering in the fourth quarter the net sales
shortfall realized in the first nine months of 1997.
Operating income as a percentage of net sales, excluding
restructuring, decreased from 8.2% to 7.7% for the quarter and
increased from 6.5% to 7.2% for the nine months as compared to last
year. Excluding the impact of adjustments, at the Company's
Venezuelan operation, principally related to a prior period
currency translation error, operating profit as a percentage of net
sales was 8.5% for the quarter and 7.5% for the nine months ended
August 31, 1997.
Gross profit as a percentage of net sales decreased from 33.6% to
32.8% for the quarter as compared to last year. The decrease is
due to adjustments at the Company's Venezuelan operations,
principally related to a prior period currency translation error.
For the nine months ended August 31, 1997, gross profit as a
percentage of net sales increased from 32.6% to 32.9%. Gross
margin percentage improvements for the nine months ended August 31,
1997 were led by the U.S. retail, industrial, and packaging
businesses. The improvement in the Company's packaging business
was partially due to a write-off of packaging inventory for
obsolete products in the second quarter of 1996.
Selling, general, and administrative expenses as a percentage of
sales decreased slightly in the third quarter and nine months ended
August 31, 1997 as compared to last year's comparable periods. For
the three months ended August 31, 1997, the decrease is composed of
a receivable write-off due to a customer bankruptcy recorded in the
third quarter of 1996, offset by increases in earnings-based
employee compensation costs. For the nine months ended August 31,
1997, promotional spending is down due to lower U.S. retail sales
and the effect on volume based promotions. Advertising spending,
while lower than last year, is still higher than historical levels
as the Company continues its focus on brand recognition. The
decreases in advertising and promotion were partially offset by
increases in earnings-based employee compensation costs.
Interest expense decreased $2.2 million and $8.9 million for the
quarter and nine months as compared to last year. Interest expense
for the third quarter and nine months of 1996 excludes $3.5 million
and $11.2 million of interest allocated to discontinued operations.
(9)
The significant decrease in total interest is primarily due to
reduced borrowings as a result of the sale of Gilroy Foods and
Gilroy Energy in 1996. Short term borrowing rates increased
slightly for the third quarter and remained flat for the nine
months ended August 31, 1997 as compared to last year's comparable
periods.
Other income includes $2.0 million for the quarter and $6.0 million
for the nine months ended August 31, 1997 from the three year non-
compete agreement with Calpine Corporation, entered into as part of
the sale of Gilroy Energy. The total income expected in fiscal
1997 for this agreement is $8.0 million. The other income for the
nine months ended August 31, 1996 includes a $1.4 million gain on
the sale of a building.
The Company's effective tax rates for the quarter and nine months
ended August 31, 1997 are 39.3% and 37.9%, respectively, as
compared to 29.9% and 3.7% for the comparable periods in 1996. The
increase in tax rate is primarily due to the nondeductibility of a
prior period currency translation error at the Company's Venezuelan
operation and the favorable effect of certain restructuring charges
in 1996.
Income from unconsolidated operations improved in the third quarter
and nine months ended August 31, 1997 mainly due to improved
earnings in our Mexican joint venture.
Due to cyclical events in the worldwide commodity markets, the
price of black pepper has risen dramatically. Through the third
quarter ended August 31, 1997, the Company has not experienced a
materially adverse impact on earnings. While the future movement
of commodity prices is uncertain, a variety of programs, including
strategic global procurement and customer price adjustments, are
expected to help the Company recoup escalating black pepper prices.
Business Restructuring
In the third quarter of 1996, the Company began implementation of
a restructuring plan and recorded a restructuring charge of $58,095
in 1996. This charge reduced net income by $39,582 or $.49 per
share. In addition there are additional charges directly related
to the restructuring plan which could not be accrued in 1996. The
Company has expensed $419 of these costs in the first nine months
of 1997. Under the restructuring plan the Company has closed the
Brooklyn, New York packaging plant, converted from a direct sales
force to a broker sales force for certain regions in the U.S.,
exited from certain minor non-core product lines, closed its
manufacturing facility in Switzerland and moved that production to
its U.K. facility, sold the Minipack business, and sold Giza
National Dehydration Company of Egypt. In the fourth quarter of
1994, the Company recorded a charge of $70,445 for restructuring
its business operations. Except for the realignment of some of our
operations in the United Kingdom, this restructuring plan is
complete.
(10)
In the third quarter of 1997, the Company reevaluated its
restructuring plans. Most of the actions under these plans are
completed or near completion and have resulted in losses being less
than originally anticipated. In addition, an agreement in
principal to dispose of an overseas food brokerage and distribution
business with 6% of consolidated net sales was not consummated. As
a result of these developments, a credit of $9,493 was included in
the caption Restructuring Charge (Credit) in the Condensed
Consolidated Income Statement. Concurrent with the reevaluation of
restructuring plans, the Company initiated plans to streamline the
food brokerage and distribution business and close a domestic
packaging plant. These actions resulted in a $5,734 charge to the
Restructuring Charge (Credit) caption in the Condensed Consolidated
Income Statement. Charges related to these initiatives include
severance and personnel costs of $2,516 and a $3,218 writedown of
assets to net realizable value and will require net cash outflows
of approximately $3,365. The credit for the restructuring
reevaluation and the charge for the new initiatives resulted in a
pre-tax restructuring credit of $3,759 ($2,281 after tax) in the
quarter and nine months ended August 31, 1997.
The restructuring liability remaining at August 31, 1997 was $5,091
for severance and personnel, $1,971 for disposal of assets and
$1,344 for other exit costs.
The Company expects to have all restructuring programs completed in
1998.
Financial Condition
Cash flows from operating activities decreased from a cash inflow
of $86.0 million at August 31, 1996 to a cash inflow of $37.1
million at August 31, 1997. This decrease is partially due to a
change in inventory levels. During the period the Company owned
Gilroy Foods in 1996, a $22.3 million decrease in inventory from
year end 1995 was realized in that operation. This was a result of
a thorough inventory review that was performed in 1996 on all
operations, as well as the seasonality of the Gilroy Foods
business. The increase in inventory since year end 1996 is due to
the normal building of inventory to supply our busier second half
of the year.
Investing activities used cash of $41.0 million in the first nine
months of 1997 versus cash generation of $201.7 million in the
comparable period last year. The significant change is principally
due to cash proceeds received on the sale of Gilroy Foods and
Gilroy Energy in 1996. Capital expenditures are lower than last
year as the Company focuses its efforts on completion of the
restructuring programs and implementing only higher return
projects. Full year capital expenditures in 1997 are expected to
be below the 1996 level. The proceeds from sale of assets in 1996
include the sale of certain assets to the Signature Brands joint
venture which is now operating the Cake Mate business, and also
includes the sale of property no longer used in the business. The
proceeds from sale of assets in 1997 include the sale of Giza
(11)
National Dehydration and the proceeds received from the dissolution
of the McCormick & Wild joint venture as well as the sale of
property no longer used in the business. Acquisitions of businesses
in 1997 are for the purchase of a line of dry seasoning mixes in
Canada which will be marketed under the French's (registered
trademark) brand name. This acquisition will expand the Company's
market areas in Canada.
Cash flows used in financing activities include the purchase of
3.7 million shares of common stock under the Company's previously
announced 10 million share buyback program. To date 6.2 million
shares have been repurchased under this program.
The Company's ratio of debt to total capital was 57.2% as of
August 31, 1997, up from 49.1% at August 31, 1996 and 47.1% at
November 30, 1996. The change in the ratio for both periods is due
to the stock buyback program.
Management believes that internally generated funds and its
existing sources of liquidity are sufficient to meet current and
anticipated financing requirements over the next 12 months.
Forward-Looking Information
Certain statements contained in this report, including expected
trends in net sales performance, cost recovery programs and capital
expenditures, are "forward-looking statements" within the meaning
of Section 21E of the Securities and Exchange Act of 1934. Because
forward-looking statements are based on management's current views
and assumptions, and involve risks and uncertainties that could
significantly affect expected results, operating results could be
materially affected by external factors such as: actions of
competitors, customer relationships, fluctuations in the cost and
availability of supply chain resources and foreign economic
conditions, including currency rate fluctuations.
(12)
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
(a) Item 601 Exhibit No.:
(11) Statement regarding Page 16 of this report on
computation of per Form 10-Q.
share earnings.
(27) Financial Data Schedule Submitted in electronic
format only.
(b) Reports on Form 8-K. None
(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.
McCORMICK & COMPANY, INCORPORATED
Date: October 14, 1997 By: /s/ Robert G. Davey
Robert G. Davey
Executive Vice President &
Chief Financial Officer
Date: October 14, 1997 By: /s/ J. Allan Anderson
J. Allan Anderson
Vice President & Controller
10Q9mos.mz (14)
Exhibit Index
Item 601
Exhibit
Number Reference or Page
(11) Statement re computation of Page 16 of this report on
per-share earnings. Form 10-Q.
(27) Financial Data Schedule Submitted in electronic format
only.
(15)
McCormick and Company, Inc. Part I - Exhibit 11
(In Thousands Except Per Share Amounts)
Statement re Computation of Per-Share Earnings*
Three Nine
Months Ended Months Ended
Computation for Statement of Income 8/31/97 8/31/96 8/31/97 8/31/96
Net Income $20,212 $(24,258) $50,238 $(3,913)
Reconciliation of Weighted Average
Number of Shares Outstanding to
Amount used in Primary Earnings
Per Share Computation
Weighted Average Number of Shares
Outstanding 75,117 80,982 76,079 81,164
Add - Dilutive Effect of
Outstanding Options (as
Determined by the Application of
the Treasury Stock Method) (1) 218 12 189 47
Weighted Average Number of Shares
Outstanding As Adjusted for
Equivalent Shares 75,335 80,994 76,268 81,211
PRIMARY EARNINGS PER SHARE $ .27 $(.30) $ .66 $(.05)
Three Nine
Months Ended Months Ended
Computation for Statement of Income 8/31/97 8/31/96 8/31/97 8/31/96
Net Income $20,212 $(24,258) $50,238 $(3,913)
Reconciliation of Weighted Average
Number of Shares Outstanding to
Amount used in Fully Diluted Earnings
Per Share Computation
Weighted Average Number of Shares
Outstanding 75,117 80,982 76,079 81,164
Add - Dilutive Effect of
Outstanding Options (as
Determined by the Application of
the Treasury Stock Method) (1) 218 12 225 60
Weighted Average Number of Shares
Outstanding As Adjusted for
Equivalent Shares 75,335 80,994 76,304 81,224
FULLY DILUTED EARNINGS PER SHARE $ .27 $(.30) $ .66 $(.05)
*See 1996 Annual Report, Note (1) of the Notes to Financial Statements.
(1) "This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%."
(16)
5
1,000
9-MOS
NOV-30-1997
AUG-31-1997
10,588
0
193,359
3,789
262,163
509,465
687,427
303,538
1,275,664
539,786
275,780
0
0
160,606
213,519
1,275,664
1,243,992
1,243,992
834,268
316,536
(4,400)
0
27,051
70,537
26,738
49,225
1,013
0
0
50,238
0.66
0.66
