UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 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 0-23210 TRISM, INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3491658 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4174 Jiles Road, Kennesaw, Georgia 30144 (Address of principal executive offices) (Zip Code) 770-795-4600 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days ___ Yes X No As of July 31, 1997, 5,737,337 shares of TRISM, INC.'s common stock, par value $.01 per common share were outstanding. TRISM, INC. TABLE OF CONTENTS Part I FINANCIAL INFORMATION Page Item 1. Financial Statements 1 Item 2. Management's Discussion and Analysis 5 of Financial Condition and Results of Operations Part II OTHER INFORMATION Item 1. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 11 -i- PART I FINANCIAL INFORMATION Item 1. Financial Statements TRISM, INC. Consolidated Balance Sheets (In Thousands) (Unaudited) June 30, December 31, 1997 1996 ASSETS Current assets: Cash and cash equivalents $ 7,330 1,468 Restricted and insurance deposits 947 1,188 Accounts receivable, net 50,322 57,503 Materials and supplies 1,641 2,450 Prepaid expenses 19,485 18,711 Current portion of deferred income 5,823 5,139 taxes Total current assets 85,548 86,459 Property and equipment, net 112,970 123,052 Other assets 21,976 22,986 Total assets $ 220,494 232,497 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 10,966 10,791 Checks issued in excess of bank 4,754 4,567 balance Claims and insurance accruals 6,916 6,012 Accrued expenses and other 8,771 6,551 Note payable to J.B. Hunt -- 2,500 Current maturities of long-term debt 12,518 11,845 Total current liabilities 43,925 42,266 Long-term debt, less current maturities 138,595 148,878 Claims, insurance accruals and other 6,108 6,443 Deferred income taxes 5,625 6,160 Total liabilities 194,253 203,747 Stockholders' equity Common stock; $.01 par; 10,000,000 shares authorized; 5,903,337 shares issued at June 30, 1997, and December 31, 1996 59 59 Additional paid-in capital 37,327 37,327 Loans to stockholders (368) (368) Accumulated deficit (9,228) (6,719) Treasury stock, at cost, 166,000 shares at June 30, 1997 and December 31, 1996 (1,549) (1,549) Total stockholders' equity 26,241 28,750 Total liabilities and $220,494 232,497 stockholders'equity See accompanying notes to the consolidated financial statements. TRISM, INC. Consolidated Statements of Operations (In Thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended June 30 June 30 1997 1996 1997 1996 Revenues $81,340 79,228 159,073 152,268 Operating expenses: Salaries, wages and fringe 28,706 28,701 57,045 56,082 benefits Purchased transportation 15,343 13,915 30,063 27,831 Operating supplies and expenses 11,684 11,965 23,768 23,098 Operating taxes and licenses 7,120 7,298 14,177 14,283 Depreciation and amortization 4,732 5,272 9,532 10,611 General supplies and expenses 4,205 4,442 8,549 8,640 Claims and insurance 2,953 2,524 5,815 4,878 Communications and utilities 1,265 1,484 2,660 3,047 Loss (Gain) on sale of equipment 214 55 397 (25) Restructuring charge 0 0 3,000 0 Total operating expenses 76,222 75,656 155,006 148,445 Income from operations 5,118 3,572 4,067 3,823 Interest expense and other, net 3,739 3,394 7,554 7,202 Income (loss) before income tax expense (benefit) 1,379 178 (3,487) (3,379) Income tax expense (benefit) 482 (329) (978) (1,688) Net earnings (loss) $ 897 507 (2,509) (1,691) Earnings (loss) per common $ .16 .09 (.44) .29 share See accompanying notes to the consolidated financial statements. TRISM, INC. Consolidated Statements of Cash Flows (In Thousands) (Unaudited) Six Months Ended June 30, 1997 1996 Cash flows from operating activities: Net loss $(2,509) $(1,691) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 9,866 10,924 Restructuring charge, net 1,675 - Loss (gain) on sale of assets 397 (25) Income tax benefit (978) (1,688) Provision for uncollectible receivables 645 398 Changes in: Accounts receivable 6,536 (10,337) Prepaid expenses (774) (2,538) Accounts payable 175 2,741 Claims and insurance accruals 569 (240) Accrued liabilities 545 1,062 Other 516 (664) Net cash provided by (used in) 16,663 (2,058) operating activities Cash flows from investing activities: Refund of restricted deposits 241 130 Proceeds from sale of property and 2,648 2,709 equipment Purchases of property and equipment (2,014) (11,015) Collection (issuance) of notes 514 (824) receivable Net cash provided by (used in) 1,389 (9,000) investing activities Cash flows from financing activities: Net (repayment) proceeds under (11,417) 9,242 revolving credit agreement Repayment of long-term debt (8,574) (4,817) Proceeds from issuance of long-term 7,881 6,632 debt Payment of deferred loan costs (80) - Net cash (used in) provided by (12,190) 11,057 financing activities Increase (decrease) in cash and cash equivalents 5,862 (1) Cash and cash equivalents, beginning of 1,468 643 period Cash and cash equivalents, end of $ 7,330 $ 642 period Supplemental cash flow information: Cash paid during the period for: Interest (net of $315,000 capitalized $ 7,420 $ 6,857 in 1996) Income tax payments $ 57 $ 51 See accompanying notes to the consolidated financial statements. TRISM, INC. Notes to Consolidated Financial Statements (Unaudited) 1. Accounting Policies The 1996 Annual Report on Form 10-K for TRISM, Inc. includes a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. The statements for the periods presented are condensed and do not contain all information required by generally accepted accounting principles to be included in a full set of financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of June 30, 1997 and December 31, 1996 and the results of operations and cash flows for the periods ended June 30, 1997 and 1996, respectively have been included. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the entire year. 2. Accounting Pronouncements In February 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings per Share (SFAS No. 128), which the Company is required to adopt in 1997. SFAS No. 128 specifies the computation, presentation and disclosure requirements for earnings per share in order to be substantially similar to International Accounting Standards. The adoption of SFAS No. 128 is not expected to have a material impact on the Company's earnings per share or other per share disclosures. 3. Corporate Restructuring In February 1997, the Company announced an organizational restructuring to consolidate certain sales, operations, and administrative functions and reengineer business processes to reduce overhead and increase operational efficiency. During the first quarter of 1997, the Company recorded a $3 million restructuring charge for the estimated costs associated with the termination of certain employees of $1.5 million, the closing of unproductive facilities of approximately $0.6 million and the remainder for outside consultant and other costs. As of June 30, 1997, restructuring expenses of $1.3 million reduced the original provision. 4. Long-Term Debt In December 1996, the Company temporarily increased the maximum amount of its revolving credit facility to $25 million (Facility) The Facility provides for the issuance of standby letters of credit which reduce the availability of cash advances and amounted to approximately $9.0 million as of June 30, 1997. On July 15, 1997, the Company refinanced its Facility with a $45.0 million credit line (Revolver). The proceeds of the Revolver were used to retire the Facility loan and are available for the Company's working capital needs. The Revolver matures July 15, 2000 and contains provisions for a letter of credit subline of $15 million, bears interest at the Prime rate plus .25% or LIBOR plus 2.25%, and is secured by accounts receivable. The Revolver also includes certain covenants applicable once availability under the Revolver falls below certain levels. 5. Contingencies Under CERCLA and similar state laws, a transporter of hazardous substances may be liable for the costs of responding to the release or threatened release of hazardous substances from disposal sites if such transporter selected the site for disposal. Because it is the Company's practice not to select the sites where hazardous substances and wastes will be disposed, the Company does not believe it will be subject to material liability under CERCLA and similar laws. Although the Company has been identified as a "potentially responsible party" (PRP), solely because of its activities as a transporter of hazardous substances, at two sites, the Company does not believe it will be subject to material liabilities at such sites. The Company is a party to certain legal proceedings incidental to its business, primarily involving claims for personal injury or property damage arising from the transportation of freight. The Company does not believe that these legal proceedings, or any other claims or threatened claims of which it is aware, are likely to materially and adversely affect the Company's financial condition. With regard to personal injury, property damage, workers' compensation claims, and cargo claims, the Company is and has been covered by insurance. Such matters may include claims for punitive damages. It is an open question in some jurisdictions in which the Company does business as to whether or not punitive damages awards are covered by insurance. The Company is a defendant in one additional litigation pending in the Circuit Court of Jefferson County, Alabama. The case is captioned Roy A. Reese v. Trism Specialized Carriers, Inc. and Tri-State Motor Transit Co. It arises from a lease and consulting agreement between the Company and plaintiff (Mr. Reese and his wholly owned corporation) dated August 24, 1992. Plaintiff alleges breach of contract, promissory fraud, conversion and conspiracy claims arising from the Company's termination of the contract. He seeks compensatory and punitive damages. The Company maintains that it properly terminated the contract because of misrepresentations and non-performance by plaintiff and his company, and has asserted certain counterclaims. The case was tried in August 1996 and plaintiff was awarded $47,000 in rental fees admitted by TRISM to be due for the use of plaintiff's trailer equipment after cancellation of the original contract. All other claims for damages were found in favor of the defendant (TRISM). Plaintiff appealed to the Court of Civil Appeals of Alabama and, on July 11, 1997, that court reversed the lower court ruling and remanded the case for a new trial. Trism has filed an Application for Rehearing, and is prepared to appeal to the Alabama Supreme Court to protect the original jury verdict. The Company believes that it will again prevail should a second trial become necessary. In addition to matters referred to above, the Company is a party to certain additional lawsuits, none of which is believed to involve a significant risk of materially and adversely affecting the Company's financial condition. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements. Certain statements in this Form 10-Q include information that is forward looking, such as the Company's opportunities to reduce overhead costs and increase operational efficiency, its anticipated liquidity and capital requirements and the results of legal proceedings. The matters referred to in forward looking statements could be affected by the risks and uncertainties involved in the Company's business. Subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. The following discussion and analysis should be read in conjunction with the Company's Consolidated Financial Statements and notes for the year ended December 31, 1996 and period ended June 30, 1996. Results of Operations The following table sets forth the percentage change between periods of certain revenue and expense items. Three Months Ended Six Months Ended June 30 June 30 Percentage of Revenue Basis: 1997 1996 Variance 1997 1996 Variance Revenue 100% 100% - 100% 100% - Operating Expenses: Salaries, wages and fringe benefits 35.2% 36.1% 0.9% 35.7% 36.7% 1.0% Purchased transportation 18.9% 17.6% (1.3%) 18.9% 18.3% (0.6%) Operating supplies and expenses 14.4% 15.1% 0.7% 14.9% 15.2% 0.3% Operating taxes and licenses 8.8% 9.2% 0.4% 8.9% 9.4% 0.5% Depreciation and amortization 5.8% 6.7% 0.9% 6.0% 7.0% 1.0% General supplies and expenses 5.2% 5.6% 0.4% 5.4% 5.7% 0.3% Claims and 3.6% 3.2% (0.4%) 3.7% 3.2% (0.5)% insurance Communication and utilities 1.6% 1.9% 0.3% 1.7% 2.0% 0.3% Loss (gain) on sale of assets 0.2% 0.1% (0.1%) 0.3% - (0.3%) Restructuring charge - - - 1.9% - (1.9%) Total Operating Expenses 93.7% 95.5% 1.8% 97.4% 97.5% 0.1% Income from 6.3% 4.5% 1.8% 2.6% 2.5% 0.1% operations Interest and other, net 4.6% 4.3% (0.3%) 4.8% 4.7% (0.1%) Income tax expense (benefit) 0.6% (0.4%) (1.0%) (0.6%) (1.1%) (0.5%) Net earnings (loss) 1.1% 0.6% 0.5% (1.6%) (1.1%) (0.5%) Operating Revenue Operating revenues increased $2.1 million, or 2.7%, from the second quarter 1996 to 1997 and $6.8 million, or 4.5% from the six month period ended 1996 to 1997. The loaded mile ratio improved .2% from 1996 to comparable periods in 1997 and the loaded rate per mile improved $.04 and $.06 from the second quarter 1996 and six month period ended June 1996, respectively. Operating revenue between periods includes the following (000's): Quarter Ended June 30 Six Months Ended June 30 1997 1996 1997 1996 Market Heavy Haul $49,161 47,608 92,926 92,187 Secured 28,324 23,806 54,234 46,923 Transport 4,175 8,895 11,529 16,637 Logistics 2,665 1,669 5,840 2,903 Elimination's and Other (2,985) (2,750 (5,456) (6,382) $81,340 79,228 159,073 152,268 Operating Income Operating income for the 1997 second quarter increased 43.3% over 1996 and 6.4% for the six months ended June 1997 compared to 1996. The quarterly operating expense ratio improved 1.8% from the second quarter 1996. The six month operating expense ratio decreased by 2.0% excluding the $3 million restructuring charge in the first quarter of 1997. The improved operating results in 1997 for the Company were primarily driven by the improved performance at Secured offset by lower results at Transport and the restructuring charge. The improvement at Secured is primarily due to improved conditions in the munitions market, implementation of a commercial explosives market initiative and improved pricing in the environmental services market as a result of the 1996 acquisition of the special commodities division of J.B. Hunt Transport, Inc. Transport operating income continues to decline due to a shutdown of its western division and a voluntary 28% decrease in tractors. The Company is continuing its efforts to remove itself from this market and the administrative and operations functions were consolidated into Heavy Haul in April 1997. 1997 operating income results for all other markets are materially consistent with 1996 results. Operating income between periods includes the following (000's): Quarter Ended June 30 Six Months Ended June 30 1997 1996 1997 1996 Market Heavy Haul $3,786 3,865 5,845 5,183 Secured 3,057 643 5,004 840 Transport (705) (9) (1,451) (500) Logistics 88 10 200 (58) Restructuring charge 0 0 (3,000) 0 Elimination's and Other (1,108) (937) (2,531) (1,642) $5,118 3,572 4,067 3,823 Operating and Other Expenses Salaries, wages and fringe benefits dropped .9% and 1% of revenue from the quarter and six month period ended June 1996 to the corresponding periods in 1997. The improvement resulted from a $.4 million and $.6 million reduction in non-driver compensation for the 1997 quarter and six month period and leveraging these costs over a larger revenue base. Purchased transportation increased 1.3% and .6% of revenue for the quarter and six month period ended June 30, 1997 and 1996, respectively, as a result of increased brokerage expenses of .5% of revenue. In addition, operating lease expense increased in 1997 as a result of financing new and replacement tractors and trailers with operating leases in 1996. The foregoing increase in operating lease expense is partially offset by a favorable reduction in depreciation expense over the same time periods. Operating supplies decreased .7% and .3% of revenue from the quarter and six month period ended 1996 to 1997, respectively. The reduction in operating supplies for the 1997 quarter is attributed to an improvement in fleet fuel efficiency of 5.58 miles per gallon in 1996 as compared to 5.68 miles per gallon in 1997 as well as a reduction in the per gallon cost of fuel of $1.20 in 1996 as compared to $1.14 in 1997. The favorable results in the 1997 second quarter offset unfavorable fuel trends experienced in the first quarter. In February 1997, the Company announced an organizational restructuring to consolidate certain sales, operations and administrative functions. During the first quarter of 1997, the Company recorded a $3 million restructuring charge for the estimated costs associated with the termination of certain employees, engagement of an outside consultant and the closing of unproductive facilities. As of June 30, 1997, restructuring expenses of $1.3 million reduced the original provision. Interest expense is consistent in the 1996 and 1997 time periods due to similar debt levels and terms. The effective income tax rates for the second quarter and six months ended June 30, 1997, of approximately 35% and 28%, respectively, decreased from the corresponding periods in 1996 due to the effect of non-deductible items and projected operating results for the remainder of the year. Liquidity and Capital Resources Net cash provided by operating activities increased by $18.7 million in the six months ended June 1997 as compared to 1996. This increase is primarily due to improved income from operations and a decrease in accounts receivable created by an improvement in the collection period. In 1997 the Company repaid scheduled debt obligations of $8.6 million and reduced borrowings under the revolving credit facility by $11.4 million. The Company received proceeds of $7.9 million under certain sale-leaseback arrangements which were used to refinance certain outstanding indebtedness. The Company estimates 1997 capital expenditures of approximately $22 million primarily related to the replacement of tractors and trailers. Proceeds from the sale of the replaced equipment is expected to approximate $4.3 million. The Company has financing commitments for all of its anticipated capitalized expenditures. The Company believes that it will be able to meet its on-going capital requirements, scheduled principal payments and working capital needs with cash flow from operations, availability under its working capital facility, proceeds from the sale of equipment and additional borrowing commitments. The Company also has additional borrowing capacity supported by unencumbered tangible assets. In December 1996, the Company temporarily increased the maximum amount of its revolving credit facility to $25 million (Facility). The Facility provides for the issuance of standby letters of credit which reduce the availability of cash advances and amounted to approximately $9.0 million as of June 30, 1997. On July 15, 1997, the Company refinanced its Facility with a $45.0 million credit line (Revolver). The proceeds of the Revolver were used to retire the Facility loan and are available for the Company's working capital needs. The Revolver matures July 15, 2000 and contains provisions for a letter of credit subline of $15 million, bears interest at the Prime rate plus .25% or LIBOR plus 2.25%, and is secured by accounts receivable. The Revolver also includes certain covenants applicable once availability under the Revolver falls below certain levels. Accounting Pronouncements In August 1997, the Financial Accounting Standards Board issued SFAS No. 128, Earnings per Share (SFAS No. 128), which the Company is required to adopt in 1997. SFAS No. 128 specifies the computation, presentation and disclosure requirements for earnings per share in order to be substantially similar to International Accounting Standards. The adoption of SFAS No. 128 is not expected to have a material impact on the Company's earnings per share or other per share disclosures. Inflation and Fuel Costs Inflation can be expected to have an impact on the Company's earnings; however, the effect of inflation has been minimal over the past three years. An extended period of inflation or increase in fuel costs would adversely affect the Company's results of operations without a corresponding freight rate increase from customers. PART II - OTHER INFORMATION Item 1. Legal Proceedings Under CERCLA and similar state laws, a transporter of hazardous substances may be liable for the costs of responding to the release or threatened release of hazardous substances from disposal sites if such transporter selected the site for disposal. Because it is the Company's practice not to select the sites where hazardous substances and wastes will be disposed, the Company does not believe it will be subject to material liability under CERCLA and similar laws. Although the Company has been identified as a "potentially responsible party" (PRP), solely because of its activities as a transporter of hazardous substances, at two sites, the Company does not believe it will be subject to material liabilities at such sites. The Company is a party to certain legal proceedings incidental to its business, primarily involving claims for personal injury or property damage arising from the transportation of freight. The Company does not believe that these legal proceedings, or any other claims or threatened claims of which it is aware, are likely to materially and adversely affect the Company's financial condition. With regard to personal injury, property damage, workers' compensation claims, and cargo claims, the Company is and has been covered by insurance. Such matters may include claims for punitive damages. It is an open question in some jurisdictions in which the Company does business as to whether or not punitive damages awards are covered by insurance. The Company is a defendant in one additional litigation pending in the Circuit Court of Jefferson County, Alabama. The case is captioned Roy A. Reese v. Trism Specialized Carriers, Inc. and Tri-State Motor Transit Co. It arises from a lease and consulting agreement between the Company and plaintiff (Mr. Reese and his wholly owned corporation) dated August 24, 1992. Plaintiff alleges breach of contract, promissory fraud, conversion and conspiracy claims arising from the Company's termination of the contract. He seeks compensatory and punitive damages. The Company maintains that it properly terminated the contract because of misrepresentations and non-performance by plaintiff and his company, and has asserted certain counterclaims. The case was tried in August 1996 and plaintiff was awarded $47,000 in rental fees admitted by TRISM to be due for the use of plaintiff's trailer equipment after cancellation of the original contract. All other claims for damages were found in favor of the defendant (TRISM). Plaintiff appealed to the Court of Civil Appeals of Alabama and, on July 11, 1997, that court reversed the lower court ruling and remanded the case for a new trial. Trism has filed an Application for Rehearing, and is prepared to appeal to the Alabama Supreme Court to protect the original jury verdict. The Company believes that it will again prevail should a second trial become necessary. In addition to matters referred to above, the Company is a party to certain additional lawsuits, none of which is believed to involve a significant risk of materially and adversely affecting the Company's financial condition. Item 4. Submission of Matters to a Vote of Security Holders (a) The date of the annual meeting was May 13, 1997. (b) Not required (c) The following matters were voted on at the meeting: (1) The following persons were nominated and elected to serve as directors of Trism, Inc.: Affirmative Votes Broker Name Votes Withheld Abstentions Nonvotes James M. Revie 4,474,609 141,386 - - Julian H. Gingold 4,476,079 139,914 - - Virgil Conway 4,476,026 139,967 - - James F. Higgins 4,476,207 139,786 - - William M. Legg 4,476,026 139,967 - - John L. Ray 4,476,207 139,786 - - (2) The appointment of Coopers & Lybrand, independent accountants, was ratified by the following vote: Affirmative Negative Broker Votes Votes Abstentions Nonvotes 3,985,093 16,068 614,832 - Item 6. Exhibits and Reports on Form 8-K A. Exhibits The following exhibit is filed as part of this report Designation Nature of Exhibit 11 Computation of earnings per Common Share B. Reports on Form 8-K During the quarter covered by this report there were no reports on Form 8-K filed. Items 2, 3 and 5 of Part II were not applicable and have been omitted. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. TRISM, INC. By:/s/James M. Revie James M. Revie Director, Chairman of the Board and Chief Executive Officer By:/s/James G. Overley James G. Overley Senior Vice President of Finance, Chief Financial Officer and Treasurer Date:August 14, 1997 TRISM, INC. Exhibit Index Page Exhibit Number Description Number 11 Computation of earnings per common share 14 EXHIBIT 11 TRISM, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (In thousands, except per share amounts) (Unaudited) Three Months Six Months Ended June 30 Ended June 30 1997 1996 1997 1996 Net earnings (loss) $ 897 $ 507 $(2,509) $(1,691) Weighted average number of shares Primary: Average common shares 5,737 5,733 5,737 5,733 outstanding Common share equivalents resulting from assumed exercise of stock options - 1 - 1 5,737 5,733 5,737 5,734 Fully diluted: Average comon shares outstanding 5,737 5,733 5,737 5,733 Common share equivalents resulting from assumed exercise of stock options - 1 - 1 5,737 5,734 5,737 5,734 Earnings (loss) per common share: Primary $.16 $.09 $(.44) $(.29) Fully Diluted $.16 $.09 $(.44) $(.29) Primary earnings (loss) per common share are computed by dividing net income (loss), after deduction of undeclared dividends on redeemable preferred stock, by the weighted average number of common shares and common share equivalents outstanding during each presented period. Common share equivalents are computed using the treasury stock method. Under the treasury stock method, an average market price is used to determine the number of common share equivalents for primary earnings (loss) per common share. The higher of the average or the end of period market price is used to determine the number of common share equivalents for fully diluted earnings (loss) per common share.