SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------- F0RM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1997 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: 033-64788 ASSOCIATED MATERIALS INCORPORATED (Exact Name of Registrant as Specified in Its Charter) DELAWARE 75-1872487 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation of Organization) 2200 ROSS AVENUE, SUITE 4100 EAST, DALLAS, TEXAS 75201 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (214) 220-4600 -------------- NOT APPLICABLE Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Indicate by check U 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 [_] Shares of Common Stock, $.0025 par value outstanding at August 13, 1997: 4,916,400 Shares of Class B Common Stock, $.0025 par value outstanding at August 13, 1997: 2,700,000 ASSOCIATED MATERIALS INCORPORATED FORM 10-Q FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1997 Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets................................................. 1 June 30, 1997 (Unaudited) and December 31, 1996 Statements of Operations (Unaudited)........................... 2 Quarter and six months ended June 30, 1997 and 1996 Statements of Cash Flows (Unaudited)........................... 3 Six months ended June 30, 1997 and 1996 Notes to Financial Statements (Unaudited)...................... 4 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition.................................... 6 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders....... 10 Item 6. Exhibits and Reports on Form 8-K.......................... 10 SIGNATURES........................................................... 11 Part I. Financial Information Item 1. Financial Statements ASSOCIATED MATERIALS INCORPORATED BALANCE SHEETS (In Thousands, Except Share Data) June 30, December 31, 1997 1996 ---------- ---------- (Unaudited) ASSETS Current assets: Cash ........................................... $ 2,856 $ 2,384 Accounts receivable, net ....................... 54,699 47,208 Inventories .................................... 62,672 58,357 Income taxes receivable ........................ -- 587 Other current assets ........................... 3,688 3,025 ---------- ---------- Total current assets ............................... 123,915 111,561 Property, plant and equipment, net ................. 53,338 51,649 Investment in Amercord Inc. ........................ 11,425 11,320 Other assets ....................................... 2,648 3,179 ---------- ---------- Total assets ....................................... $ 191,326 $ 177,709 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank overdrafts ................................ $ 5,863 $ 4,853 Accounts payable ............................... 25,431 17,114 Accrued liabilities ............................ 24,061 22,965 Revolving line of credit ....................... 11,255 13,058 Income taxes payable ........................... 2,426 -- Current portion of long-term debt .............. 1,750 1,750 ---------- ---------- Total current liabilities .......................... 70,786 59,740 Deferred income taxes .............................. 1,421 1,884 Other liabilities .................................. 3,272 3,489 Long-term debt ..................................... 79,500 80,350 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value: Authorized shares - 100,000 at June 30, 1997 and December 31, 1996 Issued and outstanding shares - 0 at June 30, 1997 and December 31, 1996 ............ -- -- Common stock, $.0025 par value: Authorized shares - 15,000,000 Issued and outstanding shares - 4,914,400 at June 30, 1997 and 4,893,504 at December 31, 1996 .......................... 12 12 Common stock, Class B, $.0025 par value: Authorized, issued and outstanding shares - 2,700,000 at June 30, 1997 and December 31, 1996 .......................... 7 7 Less: Treasury stock, at cost - 20,896 shares at June 30, 1997 and 0 at December 31, 1996 ............................ (204) -- Capital in excess of par ....................... 306 185 Retained earnings .............................. 36,226 32,042 ---------- ---------- Total stockholders' equity ..................... 36,347 32,246 ---------- ---------- Total liabilities and stockholders' equity ......... $ 191,326 $ 177,709 ========== ========== See accompanying notes. -1- ASSOCIATED MATERIALS INCORPORATED STATEMENTS OF OPERATIONS (Unaudited) (In Thousands, Except Per Share Data) Quarter Ended June 30, Six Months Ended June 30, ----------------------- ----------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Net sales ................................... $ 107,676 $ 95,933 $ 186,792 $ 161,359 Cost of sales ............................... 74,694 67,253 133,795 118,124 ---------- ---------- ---------- ---------- 32,982 28,680 52,997 43,235 Selling, general and administrative expense . 20,827 19,670 40,129 37,447 ---------- ---------- ---------- ---------- Income from operations ...................... 12,155 9,010 12,868 5,788 Interest expense ............................ 2,640 2,768 5,273 5,546 ---------- ---------- ---------- ---------- 9,515 6,242 7,595 242 Equity in earnings of Amercord Inc. ......... 105 881 107 1,035 ---------- ---------- ---------- ---------- Income before income tax expense ............ 9,620 7,123 7,702 1,277 Income tax expense .......................... 3,927 2,552 3,139 179 ---------- ---------- ---------- ---------- Net income .................................. $ 5,693 $ 4,571 4,563 1,098 ========== ========== ========== ========== Earnings per common share ................... $ 0.73 $ 0.59 $ 0.59 0.14 ========== ========== ========== ========== Weighted average common and common equivalent shares outstanding ............. 7,785 7,716 7,785 7,716 ========== ========== ========== ========== See accompanying notes. -2- ASSOCIATED MATERIALS INCORPORATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Six Months Ended June 30, -------------------- 1997 1996 -------- -------- OPERATING ACTIVITIES Net income ............................................ $ 4,563 $ 1,098 Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization .................... 3,131 2,895 Deferred income taxes ............................ (463) 149 Equity in earnings of Amercord Inc. .............. (107) (1,035) Changes in operating assets and liabilities: Accounts receivable, net ...................... (7,491) (5,418) Inventories ................................... (4,315) (2,916) Income taxes receivable/payable ............... 3,071 (216) Bank overdrafts ............................... 1,010 1,291 Accounts payable and accrued liabilities ...... 9,413 11,101 Other assets and liabilities .................. (553) (736) -------- -------- Net cash provided by operating activities ............. 8,259 6,213 INVESTING ACTIVITIES Additions to property, plant and equipment, net ....... (4,609) (5,296) FINANCING ACTIVITIES Net increase (decrease) in revolving line of credit ... (1,803) 1,038 Principal payments of long-term debt .................. (850) (850) Dividends paid ........................................ (379) -- Treasury stock acquired ............................... (204) -- Options exercised ..................................... 58 -- -------- -------- Net cash provided by (used in) financing activities ... (3,178) 188 -------- -------- Net increase in cash .................................. 472 1,105 Cash at beginning of period ........................... 2,384 2,279 -------- -------- Cash at end of period ................................. $ 2,856 $ 3,384 ======== ======== Supplemental information: Cash paid for interest ................................ $ 5,262 $ 5,545 ======== ======== Net cash paid for income taxes ........................ $ 1,050 $ 243 ======== ======== See accompanying notes. -3- ASSOCIATED MATERIALS INCORPORATED NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1997 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The unaudited financial statements of Associated Materials Incorporated (the "Company") for the quarter and six months ended June 30, 1997 have been prepared in accordance with generally accepted accounting principles for interim financial reporting, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for a full year. NOTE 2 - INVENTORIES Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands): June 30, December 31, 1997 1996 -------- -------- Raw materials ........................ $ 15,546 $ 14,903 Work in process ...................... 5,953 5,276 Finished goods and purchased stock ... 41,173 38,178 -------- -------- $ 62,672 $ 58,357 ======== ======== NOTE 3 - INVESTMENT IN AMERCORD INC. ("AMERCORD") The Company's investment in Amercord, a 50% owned affiliate, is accounted for using the equity method. Condensed statements of operations for Amercord are presented below (in thousands): Quarter Ended Six Months Ended June 30, June 30, ------------------- ------------------- 1997 1996 1997 1996 -------- -------- -------- -------- Net sales ............................ $ 18,566 $ 21,956 $ 40,182 $ 43,941 Costs and expenses ................... 17,861 20,616 39,049 41,638 -------- -------- -------- -------- Income from operations ............... 705 1,340 1,133 2,303 Interest expense ..................... 376 441 799 915 Income tax expense ................... 120 333 120 514 -------- -------- -------- -------- Net income before cumulative effect of a change in accounting principle 209 566 214 874 Cumulative effect of a change in accounting principle (net of tax) . -- 1,196 -- 1,196 -------- -------- -------- -------- Net income ........................... $ 209 $ 1,762 $ 214 $ 2,070 ======== ======== ======== ======== Company's share of net income ........ $ 105 $ 881 $ 107 $ 1,035 ======== ======== ======== ======== -4- NOTE 4 - EARNINGS PER COMMON SHARE Earnings per common share computations are determined using the treasury stock method based on weighted average common and common equivalent shares outstanding during the periods presented. Fully diluted earnings per common share are not significantly different than primary earnings per common share. NOTE 5 - RECLASSIFICATIONS Certain prior period amounts have been reclassified to conform with current period presentation. NOTE 6 - ACCOUNTING CHANGES In February 1997 the Financial Accounting Standards board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128") which specified a new methodology for calculating earnings per share and is effective for fiscal years ending after December 15, 1997. This statement will have no effect on the financial position, results of operations or cash flows of the Company but will require a restatement of prior period earnings per share. The Company believes that the earnings per share calculated under SFAS 128 will not be materially different than the current method used. In addition, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" and Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information" which are effective for financial statement periods beginning after December 15, 1997. The Company believes that these statements will have no effect on the Company's financial position, results of operations or cash flows. -5- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS QUARTER ENDED JUNE 30, 1997 COMPARED TO QUARTER ENDED JUNE 30, 1996 The table below sets forth for the periods indicated certain items of the Company's financial statements by segment: Quarter Ended June 30, ------------------------------------------------------------- 1997 1996 ---------------------------- ----------------------------- Percentage of Percentage of Amount Total Net Sales Amount Total Net Sales ---------- --------------- ---------- --------------- Total Company: Net sales - Alside .......... $ 94,165 87.5% $ 85,403 89.0% Net sales - AmerCable ....... 13,511 12.5 10,530 11.0 ---------- --------------- ---------- --------------- Total net sales ............ 107,676 100.0 95,933 100.0 Gross profit ................ 32,982 30.6 28,680 29.9 Selling, general and administrative expense (1) . 20,827 19.3 19,670 20.5 ---------- --------------- ---------- --------------- Income from operations ...... $ 12,155 11.3% $ 9,010 9.4% ========== =============== ========== =============== Alside: Net sales ................... $ 94,165 100.0% $ 85,403 100.0% Gross profit ................ 30,835 32.7 28,503 33.4 Selling, general and administrative expense ..... 19,058 20.2 18,021 21.1 ---------- --------------- ---------- --------------- Income from operations ...... $ 11,777 12.5% $ 10,482 12.3% ========== =============== ========== =============== AmerCable: Net sales ................... $ 13,511 100.0% $ 10,530 100.0% Gross profit ................ 2,147 15.9 177 1.7 Selling, general and administrative expense ..... 1,123 8.3 1,047 9.9 ---------- --------------- ---------- --------------- Income (loss) from operations $ 1,024 7.6% $ (870) (8.2)% ========== =============== ========== =============== (1) Consolidated selling, general and administrative expenses include corporate expenses of $646,000 and $602,000 for the quarters ended June 30, 1997 and 1996, respectively. OVERVIEW The Company's net income increased 24.5% to $5.7 million for the quarter ended June 30, 1997 as compared to the 1996 period due to higher operating income at its Alside and AmerCable divisions. Income from operations increased 34.9% or $3.1 million to $12.2 million for the quarter ended June 30, 1997 as compared to $9.0 million for the 1996 period due primarily to higher sales volume at Alside and AmerCable as well as lower production costs at its AmerCable division. Net sales increased 12.2% to $107.7 million in the second quarter of 1997 as compared to the 1996 period due to higher sales volume. ALSIDE. Alside's income from operations was $11.8 million for the quarter ended June 30, 1997, an increase of 12.4% from $10.5 million for same period 1996. The increase in income from operations was due to increased sales volume across the majority of Alside's product lines. Alside's net sales increased $8.8 million or 10.3% to $94.2 million for the quarter ended June 30, 1997 as compared to the same period 1996 as unit sales of vinyl siding and vinyl windows increased 10.9% and 18.6%, respectively. Gross profit as a percentage of net sales decreased slightly to 32.7% in the 1997 period from 33.4% in the 1996 period due to higher raw material prices (principally vinyl resin). Selling, general and administrative expense increased 5.8% to $19.1 million for the quarter ended June 30, 1997 due -6- to higher advertising expenditures and higher salaries and wages resulting from additional sales personnel and increased incentive compensation. Selling, general and administrative expense decreased as a percentage of net sales. AMERCABLE. AmerCable's income from operations increased $1.9 million to $1.0 million for the quarter ended June 30, 1997 as compared to a loss from operations of $870,000 for the same period in 1996 due primarily to increased sales volume and lower production costs. Net sales increased $3.0 million or 28.3% for the quarter ended June 30, 1997 as compared to 1996 due to increased sales volume across all major product lines. Gross profit as a percentage of net sales increased to 15.9% for the quarter ended June 30, 1997 from 1.7% for the same period in 1996 due to improved labor productivity and material efficiencies. Selling, general and administrative expense increased to $1.1 million for the quarter ended June 30, 1997 due primarily to higher incentive compensation. Selling, general and administrative expense decreased as a percentage of net sales. OTHER. The Company recorded $105,000 in equity in the after tax earnings of Amercord for the quarter ended June 30, 1997 as compared with $881,000 for the same period in 1996. The Company's share of second quarter 1996 after tax income was $283,000 exclusive of the Company's share of the cumulative change in accounting principle of $598,000. Amercord's net sales decreased 15.4% to $18.6 million in the quarter ended June 30, 1997 as compared to the 1996 period due to lower sales volume and lower average unit selling prices. Gross profit decreased from $2.1 million for the quarter ended June 30, 1996 to $1.7 million for the same period in 1997 due primarily to lower sales volume and sales prices which were only partially offset by lower manufacturing costs achieved through increased production efficiencies. Selling, general and administrative expense increased from $734,000 for the quarter ended June 30, 1996 to $967,000 for the same period in 1997. The Company expects Amercord's average selling prices to further decline during 1997 which may adversely affect Amercord's results of operations. Net interest expense decreased $128,000 or 4.6% in the quarter ended June 30, 1997 compared with the same period in 1996 primarily due to lower borrowing requirements experienced on the Company's line of credit in the 1997 period. -7- SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996. The table below sets forth for the periods indicated certain items of the Company's financial statements by segments. Six Months Ended June 30, ------------------------------------------------------------- 1997 1996 ---------------------------- ----------------------------- Percentage of Percentage of Amount Total Net Sales Amount Total Net Sales ---------- --------------- ---------- --------------- Total Company: Net sales - Alside .......... $ 158,992 85.1% $ 140,516 87.1% Net sales - AmerCable ....... 27,800 14.9 20,843 12.9 ---------- --------------- ---------- --------------- Total net sales ............ 186,792 100.0 161,359 100.0 Gross profit ................ 52,997 28.4 43,235 26.8 Selling, general and administrative expense (1) . 40,129 21.5 37,447 23.2 ---------- --------------- ---------- --------------- Income from operations ...... $ 12,868 6.9% $ 5,788 3.6% ========== =============== ========== =============== Alside: Net sales ................... $ 158,992 100.0% $ 140,516 100.0% Gross profit ................ 48,711 30.6 43,275 30.8 Selling, general and administrative expense ..... 36,803 23.1 34,469 24.5 ---------- --------------- ---------- --------------- Income from operations ...... $ 11,908 7.5% $ 8,806 6.3% ========== =============== ========== =============== AmerCable: Net sales ................... $ 27,800 100.0% $ 20,843 100.0% Gross profit (loss) ......... 4,286 15.4 (40) (0.2) Selling, general and administrative expense ..... 2,169 7.8 1,858 8.9 ---------- --------------- ---------- --------------- Income (loss) from operations $ 2,117 7.6% $ (1,898) (9.1)% ========== =============== ========== =============== (1) Consolidated selling, general and administrative expenses include corporate expenses of $1,157,000 and $1,120,000 for the six month periods ended June 30, 1997 and 1996, respectively. OVERVIEW The Company's net income increased 315.6% to $4.6 million for the six months ended June 30, 1997 as compared to the 1996 period primarily due to higher operating income at both its Alside and its AmerCable divisions. The increased operating income was due to higher sales volume at Alside and AmerCable as well as substantial production efficiency gains at AmerCable. The Company's net sales increased 15.8% to $186.8 million due to net sales increases of 13.1% and 33.4% for Alside and AmerCable, respectively. ALSIDE. Alside's income from operations increased 35.2% or $3.1 million to $11.9 million for the six months ended June 30, 1997 as compared to $8.8 million for the same period in 1996. The increase in income from operations was due to increased sales volume across the majority of Alside's product lines. Alside's net sales increased $18.5 million or 13.1% for the six months ended June 30, 1997 as compared to the same period in 1996 due primarily to increased unit sales of vinyl siding and vinyl windows of 15.2% and 24.6%, respectively. Gross profit as a percentage of net sales decreased slightly to 30.6% for the six month period ended June 30, 1997 as compared to the same period in 1996 as higher average unit selling prices for Alside's siding products were offset by increased raw material costs, principally vinyl resin. Selling, general and administrative expense increased to $36.8 million for the six months ended June 30, 1997 from $34.5 million for the same period in 1996 but decreased as a percentage of net sales. The increase in selling, general and administrative was due primarily to an increase in advertising expenditures and an increase in employee compensation. AMERCABLE. AmerCable's income from operations increased $4.0 million to $2.1 million for the six months ended June 30, 1997 compared to a loss from operations of $1.9 million for the same period in 1996 due primarily to lower production costs, increased sales volume and higher average selling prices. Net sales increased $7.0 million -8- or 33.4% for the six months ended June 30, 1997 as compared to the same period in 1996 due to increased sales prices and volume. Gross profit as a percentage of net sales increased to 15.4% for the six months ended June 30, 1997 from (.2)% for the same period in 1996 due to improved labor productivity and material efficiencies and higher sales prices. Selling, general and administrative expense increased to $2.2 million but decreased as a percentage of net sales. OTHER. The Company recorded $107,000 in equity in the after tax earnings of Amercord for the six months ended June 30, 1997 as compared with $1.0 million for the same period in 1996. The Company's share of after tax income for the six months ended June 30, 1996 was $437,000 exclusive of the Company's share of the cumulative change in accounting principle of $598,000. Amercord's net sales decreased 8.6% to $40.2 million in the six month period ended June 30, 1997 as compared to the same period in 1996 due primarily to a decrease in the average unit selling price of its products. Gross profit decreased from $3.7 million for the six months ended June 30, 1996 to $2.8 million for the same period in 1997 due primarily to lower sales prices which were partially offset by lower tire cord manufacturing costs. Selling, general and administrative expense increased to $1.6 million for the six months ended June 30, 1997 from $1.4 for the same period in 1996. Net interest expense decreased $273,000 or 4.9% in the six months ended June 30, 1997 compared with the same period in 1996 primarily due to lower borrowing requirements experienced on the Company's line of credit during the second quarter of 1997 compared to the 1996 period. LIQUIDITY AND CAPITAL RESOURCES Borrowings under the Company's existing credit facility were $11.3 million at June 30, 1997, excluding outstanding letters of credit totaling $8.9 million securing $6.4 million of taxable notes and certain other obligations. At June 30, 1997 the Company had an available borrowing capacity of approximately $29.8 million. Net cash provided by operations was $8.3 million in the six months ended June 30, 1997 compared with $6.2 in the same period in 1996. The increase in cash provided by operations in the 1997 period was due principally to higher net income for the period ended June 30, 1997 as compared to the 1996 period. Capital expenditures totaled $4.6 million for the six months ended June 30, 1997, compared with $5.3 million during the same period in 1996. Expenditures in the 1997 period were primarily used to increase window welding and assembly capacity and increase vinyl siding extrusion capacity. The Company believes the future cash flows from operations and its borrowing capacity under its existing credit agreement will be sufficient to satisfy its obligations to pay principal and interest on its outstanding debt, maintain current operations and provide sufficient capital for presently anticipated capital expenditures. However, there can be no assurances that the cash so generated by the Company will be sufficient for such purposes. The Company currently has $75 million of 11 1/2% senior subordinated notes outstanding. These notes are callable at the option of the Company beginning in August 1998 at 104.313% of the outstanding principal amount thereof, decreasing to 100% of the principal amount in August 2001. The Company may seek to refinance all or part of the notes in order to obtain more favorable interest rates. No assurances can be given that the Company will be able to obtain such financing or the terms on which such financing may be available. EFFECTS OF INFLATION The Company believes that the effects of inflation on its operations have not been material during the past two years. Inflation could adversely affect the Company if inflation results in significantly higher interest rates or substantial weakness in economic conditions. Alside's principal raw material, vinyl resin, has been subject to rapid price increments. Alside has historically been able to pass on price increases to its customers. No assurances can be given that Alside will continue to be able to pass on any price increases. -9- Part II Other Information Item 4. Submission of Matters to a Vote of Security Holders. On May 19, 1997, the majority shareholder took action by written consent to approve an amendment to the 1994 Stock Incentive Plan. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 10.1* Associated Materials Incorporated Amended and Restated 1994 Stock Incentive Plan. 27 Financial Data Schedule. (b) Reports on Form 8-K During the quarter ended June 30, 1997, Associated Materials Incorporated filed no Current Reports on Form 8-K. - -------------------- * Constitutes a compensatory plan or arrangement. -10- 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. ASSOCIATED MATERIALS INCORPORATED (Registrant) Date: August 13, 1997 By: /S/ ROBERT L. WINSPEAR Robert L. Winspear, Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer) -11- INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 10.1* Amended and Restated 1994 Stock Incentive Plan 27 Financial Data Schedule * Constitutes a compensatory plan or arrangement. -12-