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 January 31, 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 1-9467 DAVIS WATER & WASTE INDUSTRIES, Inc. (Exact name of registrant as specified in its charter) Georgia 58-0959907 ------------------------ ------------------- (State of incorporation) (I.R.S. Employer Identification No.) 1820 Metcalf Avenue, Thomasville, Georgia 31792 (Address of principal executive offices, including zip code) (912) 226-5733 ________________________________________________________ (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 twelve 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 of each of the issuer's classes of common stock outstanding as of the latest practicable date. Class Outstanding at March 13, 1996 ----------------------------- ----------------------------- Common Stock, $0.01 Par Value 3,234,138 Shares Page 1 of 17 Index of Exhibits on Page 16 DAVIS WATER & WASTE INDUSTRIES, Inc. Quarterly Report on Form 10-Q For the Quarter Ended January 31, 1996 Table of Contents Item Page Number PART I -- FINANCIAL INFORMATION Number ------ ------ 1 Financial Statements: Condensed Consolidated Balance Sheet--January 31, 1996, April 30, 1995 and January 31, 1995 3 Condensed Consolidated Statement of Operations--Three and Nine Months Ended January 31, 1996 and 1995 5 Condensed Consolidated Statement of Changes in Stockholders' Equity-- January 31, 1996, April 30, 1995 and January 31, 1995 6 Condensed Consolidated Statement of Cash Flows--Nine Months Ended January 31, 1996 and 1995 7 Notes to Condensed Consolidated Financial Statements 8 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II--OTHER INFORMATION 6 Exhibits and Reports on Form 8-K 14 SIGNATURES 15 INDEX OF EXHIBITS 16 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements DAVIS WATER & WASTE INDUSTRIES, Inc. CONDENSED CONSOLIDATED BALANCE SHEET ASSETS (Unaudited) (in thousands) January 31, April 30, January 31, 1996 1995 1995 ----------- --------- ----------- Current assets: Cash and cash equivalents $ 2,023 $ 3,746 $ 2,251 ------- ------- ------- Accounts receivable, less allowance for doubtful accounts ($1,192 at January 31, 1996, $1,135 at April 30, 1995 and $1,205 at January 31, 1995) 32,922 39,795 35,280 ------- ------- ------- Inventories: Finished goods and products purchased for resale 17,008 16,137 15,807 Work-in-progress 1,942 2,073 1,903 Raw materials and purchased components 960 568 644 ------- ------- ------- Total inventories 19,910 18,778 18,354 ------- ------- ------- Prepaid expenses 1,327 631 1,229 ------- ------- ------- Costs and estimated earnings in excess of billings on uncompleted contracts 1,253 1,097 592 ------- ------- ------- Deferred income taxes 5,360 5,634 5,082 ------- ------- ------- Total current assets 62,795 69,681 62,788 ------- ------- ------- Property, plant and equipment 21,282 20,701 20,638 Less-accumulated depreciation (14,808) (14,407) (14,327) ------- ------- ------- 6,474 6,294 6,311 ------- ------- ------- Other assets 5,559 5,561 5,135 ------- ------- ------- $74,828 $81,536 $74,234 ======= ======= ======= See accompanying notes to condensed consolidated financial statements. 3 DAVIS WATER & WASTE INDUSTRIES, Inc. CONDENSED CONSOLIDATED BALANCE SHEET LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited) (in thousands, except share data) January 31, April 30, January 31, 1996 1995 1995 ----------- ---------- ----------- Current liabilities: Current portion of long-term debt $ 271 $ 249 $ 163 Accounts payable 17,535 24,158 17,632 Accrued salaries and commissions 5,742 3,735 3,619 Other accrued liabilities 8,753 9,497 8,071 Billings in excess of costs and estimated earnings on uncompleted contracts 828 1,449 1,931 ------- ------- ------- Total current liabilities 33,129 39,088 31,416 ------- ------- ------- Long-term debt, less current portion 11,199 14,787 15,654 ------- ------- ------- Deferred income taxes 0 265 410 ------- ------- ------- Other accrued liabilities 2,165 2,064 2,102 ------- ------- ------- Stockholders' equity: Common stock, $0.01 par value, 50,000,000 shares authorized and 3,265,308 shares issued 33 33 33 Capital in excess of par value 9,788 9,788 9,788 Retained earnings 18,900 15,705 14,854 ------- ------- ------- 28,721 25,526 24,675 Treasury stock at cost - 31,170 shares at January 31, 1996, 19,379 shares at April 30, 1995 and 2,347 shares at January 31, 1995 (386) (194) (23) ------- ------- ------- Total stockholders' equity 28,335 25,332 24,652 ------- ------- ------- $74,828 $81,536 $74,234 ======= ======= ======= See accompanying notes to condensed consolidated financial statements. 4 DAVIS WATER & WASTE INDUSTRIES, Inc. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (in thousands, except per share data) Three Months Ended Nine Months Ended January 31, January 31, 1996 1995 1996 1995 -------- -------- -------- -------- Net sales $52,457 $52,730 $171,008 $159,700 Cost of products sold 43,777 44,862 143,353 135,828 ------- ------- -------- -------- Gross profit margin 8,680 7,868 27,655 23,872 Selling, general and administration 6,613 6,291 20,091 18,665 Interest expense 208 335 848 1,041 Other income, net 41 67 126 188 ------- ------- -------- -------- Income before income taxes 1,900 1,309 6,842 4,354 ------- ------- -------- -------- Provision (benefit) for income taxes: Current 929 564 2,699 1,494 Deferred (185) (31) 9 267 ------- ------- -------- -------- 744 533 2,708 1,761 ------- ------- -------- -------- Net income $ 1,156 $ 776 $ 4,134 $ 2,593 ======= ======= ======== ======== PER SHARE INFORMATION: PRIMARY SHARE INFORMATION: Primary net income per share $ .36 $ .24 $ 1.28 $ .79 ======= ======= ======== ======== Primary weighted average shares outstanding 3,234,193 3,263,115 3,236,550 3,262,072 ========= ========= ========= ========= FULLY DILUTED SHARE INFORMATION: Fully diluted net income per share $ .35 $ .24 $ 1.24 $ .79 ======= ======= ======== ======== Fully diluted weighted average shares outstanding 3,331,114 3,263,115 3,333,471 3,262,072 ========= ========= ========= ========= Dividends per share $ .15 $ .08 $ .29 $ .08 ======= ======= ======== ======== The results of operations for the three and nine month periods ended January 31, 1995 and 1994 are not necessarily indicative of the results of operations on an annual basis. See accompanying notes to condensed consolidated financial statements. 5 DAVIS WATER & WASTE INDUSTRIES, Inc. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (in thousands) Capital in Total Common excess of Retained Treasury stockholders' stock par value earnings stock equity ------------------------------------- ------ --------- -------- --------- ------------ Balance, April 30, 1994 $ 33 $9,788 $12,539 $ (51) $22,309 Issuance of common stock in connection with employee benefit plans (17) 92 75 Purchase of treasury stock (64) (64) Dividends paid, $.08 per share (261) (261) Net income 2,593 2,593 ------ ------- ------- ------- ------- Balance, January 31, 1995 33 9,788 14,854 (23) 24,652 Issuance of common stock in connection with employee benefit plans (4) 30 26 Purchase of treasury stock (201) (201) Net income 855 855 ------ ------- ------- ------ ------- Balance, April 30, 1995 33 9,788 15,705 (194) 25,332 Issuance of common stock in connection with employee benefit plans 82 82 Purchase of treasury stock (274) (274) Dividends paid, $.29 per share (939) (939) Net income 4,134 4,134 ------ ------- ------- ------- ------- Balance, January 31, 1996 $ 33 $9,788 $18,900 $ (386) $28,335 ====== ======= ======= ======= ======= See accompanying notes to condensed consolidated financial statements. 6 DAVIS WATER & WASTE INDUSTRIES, Inc. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended January 31, --------------------------- 1996 1995 -------- -------- OPERATING ACTIVITIES Net income $ 4,134 $ 2,593 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,123 1,665 (Decrease) in reserve for Taulman shutdown (1,888) (1,819) Provision for doubtful accounts 445 (364) Loss on sale of property, plant and equipment 57 (2) Deferred income taxes 9 267 Decrease in accounts receivable 6,428 4,242 (Increase) decrease in inventories (1,132) 2,172 (Increase) decrease in costs and estimated earnings in excess of billings (156) 380 (Increase) in other assets (694) (566) (Decrease) in billings in excess of cost and estimated earnings (621) (270) (Decrease) in accounts payable and accrued expenses (3,371) (3,793) ------- ------- Net cash provided by operating activities 4,334 4,505 ------- ------- INVESTING ACTIVITIES Purchases of property, plant and equipment (1,365) (1,125) Proceeds from sale of property, plant and equipment 5 845 ------- ------- Net cash (used in) investing activities (1,360) (280) ------- ------- FINANCING ACTIVITIES Proceeds from revolving and long-term debt 47,025 41,432 Principal payments made on debt (50,591) (45,256) Proceeds from sale of stock 82 75 Purchase of treasury stock (274) (64) Dividends paid (939) (261) ------- ------- Net cash (used in) financing activities (4,697) (4,074) ------- ------- CASH (Decrease) increase in cash during period (1,723) 151 Cash and cash equivalents at beginning of period 3,746 2,100 ------- ------- Cash and cash equivalents at end of period $ 2,023 $ 2,251 ======= ======= See accompanying notes to condensed consolidated financial statements. 7 DAVIS WATER & WASTE INDUSTRIES, Inc. Notes to Condensed Consolidated Financial Statements January 31, 1996 (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company's financial position as of January 31, 1996 and 1995, and the results of its operations and its cash flows for the three and nine month periods ended January 31, 1996 and 1995. The consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes thereto, the Report of Independent Accountants and the Statement of Management's Responsibility for Financial Statements included in the Company's 1995 Annual Report. NOTE B - ACCOUNTING POLICIES Reference is made to the accounting policies of the Company described in the Notes to Consolidated Financial Statements contained in the Company's 1995 Annual Report. The Company has consistently followed those policies in preparing this report. NOTE C - PROVISION FOR TAULMAN SHUTDOWN AND RELATED INTANGIBLE ASSETS During the fourth quarter of fiscal 1994, the Company adopted a plan to shutdown or reorganize the operations of its wholly-owned subsidiary, The Taulman Company (Taulman). Substantially all of Taulman's operations are contained within its Turbitrol Instrumentation and Controls division. These operations will be shutdown following the completion of its obligations under current contracts. It is anticipated that Taulman will complete these contractual obligations in approximately two and one half years subsequent to the end of fiscal 1994 . Taulman Composting Systems, an immaterial component of Taulman's operations, now operates as a part of the Company's Process division. The pre-tax loss provision for these actions included the write-off of intangible assets totalling $2,908,000 associated with Taulman and the accrual of $5,987,000 to provide for anticipated losses during the shutdown period. For the nine months ended January 31, 1996 and 1995, Taulman's net sales were $3,514,000 and $8,996,000, respectively, while cost of products sold were $3,869,000 and $8,050,000, respectively. Selling, general and administration expenses for the nine months of fiscal 1996 and fiscal 1995 were $1,548,000 and $2,790,000, respectively. Taulman recorded net losses of $1,888,000 and $1,819,000 for the nine months of fiscal 1996 and fiscal 1995, respectively. These losses have been recorded against the reserve established in fiscal 1994 for anticipated losses during the shutdown period. As such, these losses did not impact the Company's results of operation for the three and nine months ended January 31, 1996 or 1995. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Overview -------- The Company reported net income of $1,156,000, or $.36 per share (based on primary net income per share), during the three month period ended January 31, 1996, compared with net income of $776,000, or $.24 per share, during the comparable period of fiscal 1995. The Company reported net income of $4,134,000, or $1.28 per share (based on primary net income per shares), for the nine month period ended January 31, 1996 compared to $2,593,000, or $.79 per share, for the nine month period ended January 31, 1995 . Net sales were $52,457,000 for the three month period ended January 31, 1996 compared to $52,730,000 for the three month period ended January 31, 1995. The decline in net sales was due primarily to poor weather during the third quarter of fiscal 1996, which reduced the demand for the Company's products. Net sales for the nine month period ended January 31, 1996 were $171,008,000 compared to $159,700,000 for the same period of fiscal 1995. Management is cautiously optimistic that sales will continue to show improvements for fiscal 1996 as compared to fiscal 1995 as a result of the improvement in the national economy over comparable periods of the prior year; however, no assurances can be made in this regard. The results for the three and nine months ended January 31, 1996 and 1995 do not include the cost of the Taulman shutdown, which was reserved during the fiscal year ended April 30, 1994. All sales and costs associated with completion of Taulman's contractual obligations are applied against this reserve. Net sales --------- Net sales for the three month period ended January 31, 1996 declined slightly to $52,457,000 compared to $52,730,000 for the corresponding period of the prior year. Net sales for the nine month period ended January 31, 1996 increased 7.1% to $171,008,000 compared to $159,700,000 for the corresponding period of the prior year. Sales in the Company's distribution equipment business (Distribution Group) increased by 1.2% from $39,379,000 during the three month period ended January 31, 1996 compared to $38,927,000 for the corresponding period of the prior year. For the nine month period ended January 31, 1996 , sales in the Distribution Group increased by 5.1% to $129,184,000 from $122,885,000 compared to the corresponding period of the prior year. Sales in the Company's water and wastewater treatment and pumping equipment and process material and supplies business (Water Treatment Group) decreased by 5.3% from $13,078,000 for the three month period ended January 31, 1996 as compared to $13,804,000 for the corresponding period of the prior year. For the nine month period ended January 31, 1996, the Water Treatment Group's sales increased by 13.6% to $41,824,000 compared to $36,816,000 for the corresponding period of the prior year. Sales in the Distribution Group represented 75.5% and the Water Treatment Group represented 24.5% of the Company's total net sales for the nine month period ended January 31, 1996. The increases in net sales of the Company's products for the nine months ended January 31, 1996 is due to increased activity during the beginning of the fiscal year in the commercial and residential land development and construction markets, as a result of the improvement in the national economy, which increased the demand for the Company's products. The increased net sales reflect a higher volume of products shipped in response to the increased demand rather than to any significant price increases. The slight decrease in sales for the three months ended January 31, 1996 as compared to the same period in the prior year is due primary to the poor weather condition during the third quarter of fiscal 1996. For the remainder of fiscal 1996, management believes that the Company's overall sales will continue at improved levels over the comparable periods for the prior fiscal year if the 9 economy continues to improve or remains at its present level; however, no assurances can be made in this regard. Cost of products sold --------------------- The Company's gross profit margin (the difference between net sales and cost of products sold expressed as a percentage of net sales) was 16.5% and 14.9% for the three month periods ended January 31, 1996 and 1995, respectively, and 16.2% and 14.9% for the nine month periods ended January 31, 1996 and 1995, respectively. The gross profit margin for the Distribution Group was 13.3% and 11.9% for the three month periods ended January 31, 1996 and 1995, respectively, and 12.8% and 11.7% for the nine month periods ended January 31, 1996 and 1995, respectively. The gross profit margin for the Water Treatment Group was 26.4% and 23.4% for the three month periods ended January 31, 1996 and 1995, respectively, and 26.7% and 25.8% for the nine month periods ended January 31, 1996 and 1995, respectively. The increase in the Company's gross profit margin is attributed to the increased sales volume which enabled the Company to spread its fixed costs over a larger sales base. Selling, general and administrative expenses -------------------------------------------- Selling, general and administrative expenses were 12.6% and 11.9% of net sales for the three month periods ended January 31, 1996 and 1995, respectively, and 11.7% and 11.7% of net sales for the nine month periods ended January 31, 1996 and 1995, respectively. The dollar amount of selling, general and administrative expenses increased by 5.1% and 7.6% in the three and nine months of fiscal 1996 as compared to the corresponding periods of the prior year. The increase is due primarily to the increased costs associated with the increased sales, including increased employee incentive awards. Interest expense ---------------- Interest expense decreased 37.9% for the three month period and 18.6% for the nine month period ended January 31, 1996 as compared to the corresponding periods of the previous fiscal year. This was due to a decrease of approximately $3,902,000 or 21.0% in the Company's weighted average borrowings for the nine month period ended January 31, 1996 when compared to the corresponding period of the prior year. The weighted average borrowing rate increased by 40 basis points for the nine month period ended January 31, 1996 as compared to the corresponding nine month period of fiscal 1995. Management anticipates that interest expense will decrease during the remainder of fiscal 1996 from amounts reported in comparable periods of the previous year if the average borrowings remain at present levels. As a result of the second amendment to the Sun Bank, National Association ("SBNA") loan agreement, the Company has the option to change between the then current prime rate or the then current LIBOR rate with adjustments to these rates plus or minus various basis points depending on the Company financial results. Provision for income tax expense -------------------------------- The Company's effective tax rates for the three and nine month periods ended January 31, 1996 were 39.2% and 39.6%, respectively, and were 40.7% and 40.5% for the three and nine month periods ended January 31, 1995, respectively. These rates reflect the Company's estimated effective rates for the respective fiscal year and do not include any unusual adjustments or credits. 10 LIQUIDITY AND CAPITAL RESOURCES The primary sources of liquidity for the Company are funds generated internally from operations and bank borrowings. Set forth below is information regarding the sources and amounts of internally generated funds: Nine Months Ended January 31, ------------------- Fiscal Year Ended (in thousands) 1996 1995 April 30, 1995 ------------------------------- ------------------- ----------------- Net income..................... $4,134 $2,593 $3,448 Depreciation and amortization 1,123 1,665 2,110 Deferred taxes ................ 9 267 (430) ------ ------ ------ $5,266 $4,525 $5,128 ====== ====== ====== When internally generated funds are insufficient to support operations and capital expenditures, the Company has been able to borrow funds to meet its needs. At January 31, 1996, the Company had approximately $20,339,000 available under a $30,000,000 bank line of credit. These available funds, together with a cash balance of approximately $2,023,000, placed the Company's potential cash availability in excess of $22,362,000 at January 31, 1996, which management believes is sufficient to support operations for the foreseeable future. During the first quarter of fiscal 1996, the Company and its primary lender, Sun Bank, National Association (SBNA), amended the Company's loan agreement to extend the loan maturity through April 30, 1997, reduce the principal amount that the Company can borrow to $30,000,000, provide specific guidelines that the Company must meet to eliminate the security interest that SBNA has on the Company's accounts receivable and inventory, eliminate the working capital requirement, and limit the amount of cash that the Company may spend in connection with acquisitions without the prior consent of SBNA to $2,500,000 per year during the term of the loan agreement. The amended loan agreement also permits the Company to choose between the then current prime rate or the then current LIBOR rate plus or minus various basis point rates for advances under the revolving term loan, depending on the Company achieving certain financial results. The Company was in compliance with the financial covenants of the loan agreement as of January 31, 1996. The payment of cash dividends is subject to approval by the Board of Directors and depends on, among other factors, earnings, capital require- ments, and the operating and financial condition of the Company. The payment of cash dividends also requires the prior approval of SBNA unless certain financial requirements are met. During the first and third quarters of fiscal 1996, the Company's Board of Directors authorized a cash dividend of $0.14 and $0.15 per share, which was paid on July 3, 1995 and January 5, 1996 to stockholders of record on June 26, 1995 and December 26,1995, respectively. The Company's working capital position decreased by 3.0% at January 31, 1996 as compared to April 30, 1995 and by 5.5% as compared to January 31, 1995. The decline in the Company's working capital position at January 31, 1996 as compared to April 30, 1995 was due primarily to a $1,723,000 decrease in cash and a $6,873,000 decrease in accounts receivable which was offset by an increase in inventories of $1,132,000 and a decrease in accounts payable of $6,623,000. The primary reasons for the decline in the working capital position at January 31, 1996 as compared to January 31, 1995 was due to the decrease of 11 $228,000 and $2,358,000 in cash and accounts receivable, respectively, offset by the increase in inventories of $1,556,000 and a decrease of $97,000 in accounts payable. Set forth below is the Company's working capital position and certain liquidity comparisons as of the dates indicated: January 31, (in thousands) 1996 1995 April 30, 1995 --------------------------- ------------------ ----------------- Working capital............ $29,666 $31,372 $30,593 ======= ======= ======= Cash....................... $ 2,023 $ 2,251 $ 3,746 Accounts receivable, net... 32,922 35,280 39,795 Inventories................ 19,910 18,354 18,778 ------- ------- ------- 54,855 55,885 62,319 Accounts payable........... (17,535) (17,632) (24,158) Notes payable and current portion of long-term debt (271) (163) (249) ------- ------- ------- $37,049 $38,090 $37,912 ======= ======= ======= The Company's two most significant assets are its accounts receivable and inventories. The Company measures the effectiveness of its accounts receivable management program by a calculation designed to estimate the number of days that it takes the Company to collect accounts receivable. This calculation excludes the affect of any retainage. Average days to collect accounts receivable declined by 6.2 days or 10.9% at January 31, 1996 when compared to January 31, 1995 due to continued efforts to improve collections by the Company. The Company measures the effectiveness of its inventory management program by a calculation using average quarterly inventory amounts to estimate the number of times inventory turns on an annual basis. Inventory turns increased by .8 turns or 9.0% and .5 turns or 5.4% during the nine month period ended January 31, 1996 compared to the corresponding period ended January 31, 1995 and the fiscal year ended April 30, 1995, respectively. The increase in inventory turns occurred because the Company has been able to maintain reduced levels of inventory despite the increase in sales. This has been accomplished through more efficient management of distribution product inventories. The table below sets forth the results for the periods shown: January 31, ----------------- Fiscal Year Ended 1996 1995 April 30, 1995 ------ ------ ----------------- Average days to collect accounts receivable...... 50.7 56.9 61.0 Inventory turns............ 9.7 8.9 9.2 Average long-term and short term borrowings decreased by $3,902,000, or 21.0%, and $2,979,000, or 16.9%, during the nine month period ended January 31, 1996 as compared to the nine month period ended January 31, 1995 and the year ended April 30, 1995, respectively. The Company has increased its efforts to improve collection of accounts receivable and minimize inventory levels in order to reduce bank debt. This is illustrated by the lower level of borrowings the Company currently maintains despite the 7.1% increase in net sales. 12 Nine Months Ended January 31, ------------------ Fiscal Year Ended (dollars in thousands) 1996 1995 April 30, 1995 ---------------------------------- -------- -------- ----------------- Average long-term debt............ $14,057 $18,006 $17,146 Weighted average interest rate.... 8.1% 7.7% 7.9% Average short-term borrowings..... $ 639 $ 592 $ 529 Weighted average interest rate.... 7.4% 6.7% 6.7% 13 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The following exhibit is filed as part of this report: Exhibit Description of Exhibit --------- --------------------------- 11 Computation of Net Income Per Share (b) No Current Reports on Form 8-K were filed by the Company during the quarter ended January 31, 1996. 14 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. DAVIS WATER & WASTE INDUSTRIES, Inc. (Registrant) Date: March 13, 1996 /S/ STAN WHITE __________________________________ Stan White, Secretary-Treasurer (Duly Authorized Officer and Chief Financial Officer) 15 DAVIS WATER & WASTE INDUSTRIES, Inc. INDEX OF EXHIBITS Exhibit Table Item No. Description of Exhibit Page -------- ---------------------- ---- 11 Computation of Net Income Per Share 17 16 EXHIBIT 11 DAVIS WATER & WASTE INDUSTRIES, Inc. COMPUTATION OF NET INCOME PER SHARE Three Months Ended Nine Months Ended January 31, January 31, ------------------------- ------------------------- 1996 1995 1996 1995 ---------- ---------- ---------- ---------- Net income used to calculate primary and fully diluted income per share $1,155,558 $ 775,826 $4,133,893 $2,592,507 ========== ========== ========== ========== Number of shares used in calculation of per share data: Primary per common shares information: Weighted average number of common shares outstanding during the period 3,232,460 3,263,115 3,234,817 3,262,072 Add common equivalent shares (determined by the treasury stock method) composed of shares issuable upon award of performance shares or exercised of stock options 1,733 0 1,733 0 ---------- ---------- ---------- ---------- Weighted average number of shares used in calculating primary net income per share 3,234,193 3,263,115 3,236,550 3,262,072 ========== ========== ========== ========== Primary net income per share $0.36 $ .24 $1.28 $ .79 ========== ========== ========== ========== Fully diluted per common shares information: Weighted average number of common shares outstanding during the period 3,232,460 3,263,115 3,234,817 3,262,072 Add common equivalent shares (determined by the treasury stock method) composed of shares issuable upon award of performance shares or exercise of stock options 3,115 0 3,115 0 Add common equivalent shares (determined by the treasury stock method) composed of shares issuable upon exercise of Officers and Directors stock options 95,539 0 95,539 0 ---------- ---------- ---------- ---------- Wieghted average number of shares used in calculating fully diluted net income share 3,331,114 3,263,115 3,333,471 3,262,072 ========== ========== ========== ========== Fully diluted net income per share $0.35 $0.24 $1.24 $0.79 ========== ========== ========== ========== 17