1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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, 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 1-7399 TCC INDUSTRIES, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 74-1366626 - ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 816 Congress Avenue, Suite 1250, Austin, TX 78701 ----------------------------------------------------- (Address of principal executive offices) (Zip code) (512) 320-0976 ----------------------------------------------------- (Registrant's telephone number, including area code) ----------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 --- --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 2,761,115 shares as of August 8, 1996. 2 Part I. Contents of Consolidated Financial Information: Page Number(s) -------------- Consolidated Balance Sheet 1 - 2 Consolidated Statement of Operations 3 - 4 Condensed Consolidated Statement of Cash Flows 5 Consolidated Statement of Shareholders' Equity 6 Notes to Consolidated Financial Statements 7 - 8 Management's Discussion and Analysis 9 - 11 Part II. Other Information 12 - 13 Signatures 14 3 TCC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) (In Thousands) June 30, December 31, ASSETS 1996 1995 Current assets: --------------- --------------- Cash and cash equivalents $ 2,116 $ 2,224 Receivables: Trade receivables, net of allowance of $101 and $118, respectively 4,994 3,136 Other, including interest 30 66 --------------- --------------- 5,024 3,202 --------------- --------------- Inventories: Raw materials 1,070 892 Work in progress 267 347 Finished goods 5,653 6,252 --------------- --------------- 6,990 7,491 --------------- --------------- Other 542 270 --------------- --------------- Total current assets 14,672 13,187 --------------- --------------- Property, plant and equipment 9,798 9,735 Accumulated depreciation (5,492) (5,283) --------------- --------------- 4,306 4,452 --------------- --------------- Intangible assets: Goodwill 1,160 1,158 Patents and trademarks 74 74 --------------- --------------- 1,234 1,232 Accumulated amortization (427) (400) --------------- --------------- 807 832 --------------- --------------- Other assets 670 835 --------------- --------------- Total assets $20,455 $19,306 =============== =============== The accompanying notes are an integral part of the financial statements. -1- 4 TCC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET - continued (Unaudited) (In Thousands, except share amounts) LIABILITIES AND June 30, December 31, SHAREHOLDERS' EQUITY 1996 1995 --------------- --------------- Current liabilities: Notes payable $ 2,890 $ 882 Current maturities of long-term debt 695 664 Accounts payable 641 839 Accrued expenses 790 828 Customer deposits 438 430 --------------- --------------- Total current liabilities 5,454 3,643 --------------- --------------- Long-term debt, less current maturities 2,143 2,459 Deferred liabilities 236 254 --------------- --------------- Total liabilities 7,833 6,356 --------------- --------------- Commitments and contingencies Shareholders' equity: Preferred stock, authorized 2,000,000 shares, no par value, no shares issued -- -- Common stock, authorized 10,000,000 shares, par value $1 per share, 2,840,601 shares issued 2,841 2,841 Additional paid-in capital 8,748 8,748 Cumulative foreign currency translation adjustment (29) (53) Retained earnings 1,328 1,680 --------------- --------------- 12,888 13,216 Treasury stock, 81,486 shares at cost (266) (266) --------------- --------------- Total shareholders' equity 12,622 12,950 --------------- --------------- Total liabilities and shareholders' equity $20,455 $19,306 =============== =============== The accompanying notes are an integral part of the financial statements. -2- 5 TCC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In Thousands, except per share amounts) For the Three Months Ended June 30, 1996 1995 --------------- --------------- Revenue $ 5,845 $ 5,531 Cost of goods sold 4,040 3,704 --------------- --------------- Gross profit 1,805 1,827 Selling, general and administrative expenses 1,857 1,676 --------------- --------------- Operating income (loss) (52) 151 --------------- --------------- Other income (expense): Interest income 24 25 Interest expense (142) (158) Other, net 11 0 --------------- --------------- (107) (133) --------------- --------------- Income (loss) before provision for income taxes (159) 18 Provision for income taxes: Federal 0 7 State 0 5 --------------- --------------- 0 12 --------------- --------------- Net income (loss) ($159) $ 6 =============== =============== Weighted average number of common and common equivalent shares outstanding 2,759 2,771 =============== =============== Earnings (loss) per common and common equivalent share: ($0.06) $ 0.00 =============== =============== The accompanying notes are an integral part of the financial statements. -3- 6 TCC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In Thousands, except per share amounts) For the Six Months Ended June 30, 1996 1995 --------------- --------------- Revenue $11,157 $10,780 Cost of goods sold 7,719 7,164 --------------- --------------- Gross profit 3,438 3,616 Selling, general and administrative expenses 3,628 3,413 --------------- --------------- Operating income (loss) (190) 203 --------------- --------------- Other income (expense): Interest income 53 53 Interest expense (273) (292) Other, net 56 87 --------------- --------------- (164) (152) --------------- --------------- Income (loss) before provision (benefit) for income taxes (354) 51 Provision (benefit) for income taxes: Federal 0 18 State (2) 8 --------------- --------------- (2) 26 --------------- --------------- Net income (loss) ($352) $ 25 =============== =============== Weighted average number of common and common equivalent shares outstanding 2,759 2,781 =============== =============== Earnings (loss) per common and common equivalent share: ($0.13) $ 0.01 =============== =============== The accompanying notes are an integral part of the financial statements. -4- 7 TCC INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In Thousands) For the Six Months Ended June 30, 1996 1995 --------------- --------------- Net cash used by operating activities $(1,825) $(1,483) -------------- -------------- Cash flows of investing activities: Additions to property, plant and equipment (114) (163) Proceeds from sale of assets 111 138 Other, net 2 (1) -------------- -------------- Net cash used by investing activities (1) (26) -------------- -------------- Cash flows of financing activities: Net borrowings of short-term debt 2,008 1,437 Long-term debt paid (301) (173) Purchase of common stock for treasury 0 (25) Other, net 11 6 -------------- -------------- Net cash provided by financing activities 1,718 1,245 -------------- -------------- Effect of foreign exchange rate changes on cash 0 3 Net decrease in cash and cash equivalents (108) (261) Cash and cash equivalents at beginning of period 2,224 2,124 -------------- -------------- Cash and cash equivalents at end of period $2,116 $1,863 ============== ============== The accompanying notes are an integral part of the financial statements. -5- 8 TCC INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED) (IN THOUSANDS) Cumulative Foreign Par Value Addt'l Currency Number of of Common Paid-in Translation Retained Treasury Shares Shares Capital Adjustment Earnings Stock Total --------- ---------- ------- ----------- -------- ---------- -------- Balances, January 1, 1996 2,841 $ 2,841 $ 8,748 $ (53) $ 1,680 $ (266) $ 12,950 Net loss (352) (352) Foreign currency translation adjustment 24 24 ----- ------- ------- --------- -------- ---------- -------- Balances, June 30, 1996 2,841 $ 2,841 $ 8,748 $ (29) $ 1,328 $ (266) $ 12,622 ===== ======= ======= ========= ======== ========== ======== The accompanying notes are an integral part of the financial statements. -6- 9 TCC INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 Summary of Significant Accounting Policies The consolidated financial statements include the accounts of TCC Industries, Inc. and Subsidiaries ("the Company"), and have been presented in accordance with the reporting requirements for interim financial statements. Such requirements do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in an Annual Report on Form 10-K. Certain amounts have been reclassified for consistency in presentation. In connection therewith readers are referred to the Company's most recent Annual Report on Form 10-K filed for the year ended December 31, 1995. The information furnished herein reflects all adjustments which, in the opinion of management, are of a normal recurring nature and necessary for a fair statement of the results of interim periods. Such results for interim periods are not necessarily indicative of the results to be expected for a full year, principally due to seasonal fluctuations in wholesale distribution revenue. Income Taxes The Company and its wholly owned domestic subsidiaries join in filing a consolidated federal income tax return. The provision (benefit) for income taxes for interim financial reporting is determined utilizing the estimated annual effective tax rate method of allocation. Separate state and foreign income tax returns are filed by subsidiaries where required. Statement of Cash Flows For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Foreign Currency Translation The consolidated financial statements of Meyer Europe, Ltd. are translated into U.S. dollars in accordance with SFAS 52, "Foreign Currency Translation". SFAS 52 requires the foreign operations to be translated using current exchange rates for balance sheet items, historical rates for capital accounts, and average exchange rates for income statement items. The resulting translation adjustments are recorded directly into a separate component of shareholders' equity. -7- 10 TCC INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED) Note 2 Commitments and Contingencies There are sundry claims pending against certain of the Company's subsidiaries, all of which are incidental to the ordinary course of business and, in the opinion of Company management, should not result in any significant liability. Note 3 Shareholders' Equity The loss per share for the three and six months ended June 30, 1996 is calculated using the weighted average number of common shares outstanding for the three and six months ended June 30, 1996. Common share equivalents would have diluted the loss per share and were therefore excluded from the computation. For the three and six months ended June 30, 1995, the calculation of weighted average shares outstanding included dilutive stock options amounting to 12,000 and 20,000 share equivalents. -8- 11 TCC INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS The following is management's discussion and analysis of the results of operations and financial condition of TCC Industries, Inc. and Subsidiaries ("the Company") during the periods included in the accompanying consolidated financial statements. The discussion below relates to material changes in the results of operations for the three and six months ended June 30, 1996 as compared to the same periods ended June 30, 1995 and to material changes in the financial condition of the Company occurring since the prior year end of December 31, 1995. The reader is invited to review Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 for further details regarding the significant factors affecting the results of operations and financial condition of the Company. COMPARISONS OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND JUNE 30, 1995 REVENUE Consolidated revenue increased $315,000 (5.7%) to $5.8 million for the second quarter of 1996 as compared to revenue of $5.5 million for the second quarter of 1995. The increased revenue is primarily the result of an increase at the manufacturing segment, offset by a decline in revenue at the wholesale distribution segment. Manufacturing revenue increased 25.8% to $3.0 million in the second quarter of 1996, up from $2.4 million in the same quarter in 1995. This increase is primarily the result of a $737,000 (40.1%) increase at Meyer Machine, the manufacturing segment's U. S. based operation, offset by a $130,000 (25.2%) decrease at Meyer Vi-Tech, the European based operation. The increase at Meyer Machine is primarily the result of a 44.2% increase in sales of equipment and a 32.2% increase in parts and service sales. The increase in equipment sales primarily resulted from the higher backlog at March 31, 1996 ($1,339,000) when compared to March 31, 1995 ($1,119,000), and a 99.9% increase in new orders entered during the second quarter of 1996, when compared to the same quarter in 1995. The increased backlog and increase in new orders entered is primarily the result of an increase in demand for equipment from customers in the company's traditional markets, after approximately two years of soft market conditions; and an increase in orders from new markets that have been developed by Meyer Machine from steps that have been previously reported. The increase in parts and service sales primarily resulted from an overall increase in the installed base of equipment. The decline in revenue at Meyer Vi-Tech is primarily attributable to a decline in sales of equipment resulting primarily from the timing of delivery of customers' orders as sales at Meyer Vi-Tech during the first six months of 1996 are up $355,000 over the same period in 1995, as discussed below. Wholesale distribution revenue decreased 8.4% during the second quarter of 1996 to $2.9 million, when compared to the same quarter in 1995. The decline in revenue is primarily the result of an overall decline in demand for merchandise due to weak market conditions, a condition the company has experienced for the past two years, and increased competition in the markets served by the wholesale distribution segment. GROSS PROFIT Consolidated gross profit decreased $22,000 to $1,805,000 in the second quarter of 1996 when compared to $1,827,000 for the same period in 1995. The decline in gross profit is primarily the result of the following factors: o A decrease in gross profit margins at both the manufacturing segment and at the wholesale distribution segment. At the manufacturing segment, gross profit margins declined to 28.5% in the second quarter of 1996, as compared to 31.2% in the second quarter of 1995. This decline in gross profit margins is primarily the result of a 3.5 point increase in material costs, as a percentage of sales, when compared to the second quarter 1995. The higher material costs primarily result from a change in the product mix towards more customized equipment which are more difficult to estimate than the more standard equipment. At the wholesale distribution segment, gross profit margins declined to 33.0% for the second quarter of 1996 as compared to 33.5% for the same period in 1995. This decline is primarily the result of a change in the product mix towards more sales qualifying for quantity discounts; and o The decrease in revenue at the wholesale distribution segment, discussed above. However, the affect of the lower gross profit margins and lower revenue at the wholesale distribution segment was partially offset by the increase in revenue at the manufacturing segment. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Consolidated selling, general and administrative expenses increased $181,000 (10.8%) in the second quarter of 1996, when compared to the second quarter of 1995, primarily due to a $108,000 increase in selling and marketing expenses at the manufacturing segment which primarily resulted from the increase in sales, discussed above. Other Income (Expense) Other expense, net of other income, decreased $26,000 (19.4%) to $107,000 during the second quarter of 1996, when compared to the same period in 1995, primarily as a result of a $16,000 decrease in interest expense resulting from a lower level of interest bearing debt outstanding during the quarter. -9- 12 TCC INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS -- (Continued) COMPARISONS OF THE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND JUNE 30, 1995 REVENUE Consolidated revenue increased $377,000 (3.5%) to $11.2 million for the six months ended June 30, 1996, as compared to revenue of $10.8 million for the same period in 1995. The increased revenue is primarily the result of an increase at the manufacturing segment, offset by a decline in revenue at the wholesale distribution segment. Manufacturing revenue increased 18.7% to $5.5 million for the six months ended June 30, 1996, up from $4.6 million for the same period in 1995. This increase resulted from a $515,000 (13.1%) increase at Meyer Machine and a $355,000 (52.6%) increase at Meyer Vi-Tech. The increase at Meyer Machine is primarily the result of a 13.1% increase in sales of equipment and a 12.8% increase in parts and service sales. The increase in equipment sales primarily resulted from a 55.3% increase in new orders received during the six months ended June 30, 1996, when compared to the same period in 1995, which also led to a higher backlog at June 30, 1996, as discussed below. The increase in new orders received is primarily attributable to increased demand for equipment from customers in the markets traditionally served by Meyer Machine, as well as an increase in orders from new markets served, and the introduction of new products. The increase in parts and service sales is the result of a larger installed base of equipment. The increase at Meyer Vi-Tech is primarily the result of its higher backlog at December 31, 1995, when compared to December 31, 1994, and a 33.6% increase in new orders received during the six months ended June 30, 1996, when compared to the same period in 1995, both of which result from an overall increase in demand resulting from improved market conditions and increased market penetration. For the MEYER Group, the increase in orders received in the first six months of 1996, when compared to the same period in 1995, resulted in a 101.9% increase in the backlog to $2,589,000 at June 30, 1996, when compared to June 30, 1995. Wholesale distribution revenue decreased 7.3% to $5.6 million during the six months ended June 30, 1996, when compared to the same period in 1995. The decline in revenue is primarily the result of an overall decline in demand for merchandise due to weak market conditions, a condition the company has experienced for the past two years, and increased competition in the markets served by the wholesale distribution segment. GROSS PROFIT Consolidated gross profit decreased $178,000 to $3,438,000 for the six months ended June 30, 1996, when compared to $3,616,000 for the same period in 1995. The decline in gross profit is primarily the result of the following factors; o A decrease in gross profit margins at both the manufacturing segment and at the wholesale distribution segment. At the manufacturing segment, gross profit margins declined to 28.5% for the six months ended June 30, 1996, as compared to 31.7% for the same period in 1995. This decline in gross profit margins is primarily the result of a 4.8 percentage point increase in material costs, as a percentage of sales, when compared to the six months ended June 30, 1995, which primarily resulted from the effect of the change in product mix towards more custom products in the second quarter, as discussed above, and the learning curve associated with the first time manufacture of two products during the first quarter of 1996. At the wholesale distribution segment, gross profit margins declined to 32.8% for the six months ended June 30, 1996, as compared to 34.1% for the same period in 1995. This decline is primarily the result of a change in the product mix towards more sales qualifying for quantity discounts; and o The decrease in revenue at the wholesale distribution segment, discussed above. However, the affect of the lower gross profit margins and lower revenue at the wholesale distribution segment was partially offset by the increase in revenue at the manufacturing segment. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Consolidated selling, general and administrative expenses increased $215,000 (6.3%) during the six months ended June 30, 1996, when compared to the same period in 1995, primarily due to a $106,000 increase in selling and marketing expenses at the manufacturing segment, which primarily resulted from the increase in sales, discussed above. Other Income (Expense) Other expense, net of other income, increased $13,000 (8.4%) to $164,000 for the six months ended June 30, 1996, when compared to the same period in 1995, primarily as a result of a $44,000 decrease in the gains on sale of assets, offset by a $19,000 decrease in interest expense which primarily resulted from a lower level of interest bearing debt outstanding. -10- 13 TCC INDUSTRIES, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS -- (Continued) OUTLOOK The Company has completed the previously announced reevaluation of its business units, its strategic business plan and its acquisition strategy. The assistance of a financial advisor was utilized in connection with this reevaluation. As part of the reevaluation, the Company has concluded that it should move to capitalize on the existing strengths and recent improvement in sales at the MEYER Group by moving into new markets that it does not currently serve. The Company has developed a specific plan to accomplish this goal that includes an acquisition strategy. The Company is currently actively searching for acquisition candidates which it believes will allow it to achieve its goals. Additionally, at Allen-Lewis, changes have been made in certain management positions and steps have been taken to reduce overhead in a manner designed to avoid a negative impact on the Company's ability to increase revenue. The Company has also restructured the organization of the parent company which should result in an estimated annual savings of $200,000. Other options aimed at improving the results of operations of the Company continue to be evaluated, and will be implemented if management believes that the steps would have a positive effect. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1996, the Company had working capital of $9.2 million and a current ratio of 2.7 to 1. This compares to working capital of $9.5 million and a current ratio of 3.6 to 1 at December 31, 1995. The decrease in the current ratio is a result of a greater percentage increase in current liabilities versus current assets. Current liabilities increased primarily as a result of an increase in the line of credit balance at the wholesale distribution segment to support the increase in accounts receivable which was the primary cause for the increase in current assets at the end of the second quarter of 1996 when compared to December 31, 1995. The increase in accounts receivable and the line of credit can be attributed to the seasonality of the wholesale distribution segment of the Company as shipments are increased to customers in preparation of the summer selling season. Cash for the three months ended June 30, 1996 decreased a net $108,000. At June 30, 1996, Meyer Machine maintained a $1,000,000 bank line of credit, of which approximately $800,000 was available after a reduction of $200,000 to support a letter of credit issued by the bank as partial collateral for the real estate lien note payable to a bank by Meyer Vi-Tech. Meyer Machine has a commitment from its primary bank lender to provide a line of credit for up to $400,000, if needed, for equipment purchases. This commitment expires in June 1997. At June 30, 1996, Allen-Lewis maintained a line of credit with a bank that provided maximum borrowing capabilities of $3.3 million, subject to a borrowing base calculation, for working capital purposes and letters of credit. At June 30, 1996, Allen-Lewis had approximately $560,000 available under this line of credit. On July 30, 1996, this line of credit was replaced with a $4.0 million line of credit. TCC Industries has an $85,000 and a $300,000 line of credit, neither of which had outstanding balances at June 30, 1996. These lines of credit are used to supplement the short-term cash needs of the parent company. Each of the subsidiaries bank lines of credit agreements contain provisions that limit or restrict the transfer of funds to the parent company in the form of cash dividends, loans, or advances. Management does not believe the restrictions will have a significant effect on the parent company's ability to meet ordinary cash obligations. -11- 14 TCC INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996 PART II - OTHER INFORMATION Item 1. Legal Proceedings See Note 2 to the financial statements included elsewhere herein for a discussion of legal proceedings. Item 2. Changes in Securities None. Item 3. Defaults upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. -12- 15 TCC INDUSTRIES, INC. AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996 PART II - OTHER INFORMATION (CONTINUED) Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K 6(a) Exhibits: 11 The computation of fully diluted earnings per share would be the same as primary earnings per share, which is easily discernable on the face of the statements of operations included elsewhere herein. 27 Financial Data Schedules: (i) For the quarterly period ended June 30, 1996. 6(b) Reports on Form 8-K: The following is the date and description of the events reported on Forms 8-K filed during the second quarter of 1996: Date of Earliest Event Reported on Form 8-K Description None. -13- 16 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. TCC INDUSTRIES,INC. ---------------------------------------- (Registrant) /s/ LAWRENCE W. SCHUMANN ---------------------------------------- LAWRENCE W. SCHUMANN President, Duly Authorized Officer, and Principal Financial Officer of Registrant Date: August 12, 1996 -14- 17 EXHIBIT INDEX EXHIBIT NO. - ------- 11 The computation of fully diluted earnings per shares would be the same as primary earnings per share, which is easily discernable on the face of the statements of operations included elsewhere herein. 27 Financial Data Schedules: (i) For the quarterly period ended June 30, 1996.