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 quarter ended: September 30, 1995
------------------
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: 0-16214
-------
ALBANY INTERNATIONAL CORP.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 14-0462060
- ------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1373 Broadway, Albany, New York 12204
________________________________________ _____
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 518-445-2200
-------------
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
---- ----
The registrant had 24,760,604 shares of Class A Common Stock and 5,615,563
shares of Class B Common Stock outstanding as of September 30, 1995.
ALBANY INTERNATIONAL CORP.
INDEX
Page No.
----------
Part I Financial information
Item 1. Financial Statements
Consolidated statements of income and retained earnings -
three months and nine months ended September 30, 1995 and 1994 1
Consolidated balance sheets - September 30, 1995 and December 31, 1994 2
Consolidated statements of cash flows - nine months ended
September 30, 1995 and 1994 3
Notes to consolidated financial statements 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Part II Other information
Item 6. Exhibits and Reports on Form 8-K 9
Item 1. Financial Statements
ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(unaudited)
(in thousands except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
----------- ------------ ----------- ------------
$162,014 $145,144 Net sales $482,980 $416,194
94,212 87,353 Cost of goods sold 281,414 253,639
----------- ------------ ----------- ------------
67,802 57,791 Gross profit 201,566 162,555
43,746 42,850 Selling, technical and general expenses 134,833 122,522
----------- ------------ ----------- ------------
24,056 14,941 Operating Income 66,733 40,033
4,948 4,445 Interest expense, net 15,591 12,314
223 123 Other expense, net 437 730
----------- ------------ ----------- ------------
18,885 10,373 Income before income taxes 50,705 26,989
7,354 4,461 Income taxes 20,082 11,605
----------- ------------ ----------- ------------
11,531 5,912 Income before associated companies 30,623 15,384
81 72 Equity in earnings of associated companies 309 185
----------- ------------ ----------- ------------
11,612 5,984 Net Income 30,932 15,569
153,417 130,624 Retained earnings, beginning of period 139,740 126,276
3,034 2,624 Less dividends 8,677 7,861
----------- ------------ ----------- ------------
$161,995 $133,984 Retained earnings, end of period $161,995 $133,984
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Net income per common share:
$0.39 $0.20 Primary $1.03 $0.52
---------- ------------ ----------- ------------
---------- ------------ ----------- ------------
$0.36 $0.20 Fully diluted $0.97 $0.52
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
$0.10 $0.0875 Dividends per common share $0.2875 $0.2625
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
30,296,327 29,972,230 Weighted average number of shares 30,153,643 29,934,296
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
The accompanying notes are an integral part of the financial statements.
1
ALBANY INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
September 30, December 31,
1995 1994
--------------- ---------------
ASSETS
Cash and cash equivalents $5,342 $228
Accounts receivable, net 168,559 154,140
Inventories:
Finished goods 82,781 78,501
Work in process 43,709 37,665
Raw material and supplies 29,919 26,364
--------------- ---------------
156,409 142,530
Deferred taxes and prepaid expenses 20,829 17,278
--------------- ---------------
Total current assets 351,139 314,176
Property, plant and equipment, net 340,169 320,719
Investments in associated companies 2,297 992
Intangibles 22,124 20,495
Deferred taxes 38,632 40,251
Other assets 37,156 24,753
--------------- ---------------
Total assets $791,517 $721,386
--------------- ---------------
--------------- ---------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and loans payable $12,289 $16,676
Accounts payable 24,128 30,236
Accrued liabilities 60,947 53,750
Current maturities of long-term debt 3,605 1,044
Income taxes payable and deferred 12,575 11,071
--------------- ---------------
Total current liabilities 113,544 112,777
Long-term debt 250,995 232,767
Other noncurrent liabilities 83,182 81,176
Deferred taxes and other credits 33,154 22,719
--------------- ---------------
Total liabilities 480,875 449,439
--------------- ---------------
SHAREHOLDERS' EQUITY
Preferred stock, par value $5.00 per share;
authorized 2,000,000 shares; none issued - -
Class A Common Stock, par value $.001 per share;
authorized 100,000,000 shares; issued
24,839,297 in 1995 and 24,564,033 in 1994 25 25
Class B Common Stock, par value $.001 per share;
authorized 25,000,000 shares; issued and
outstanding 5,615,563 in 1995 and 5,633,427 in 1994 6 6
Additional paid in capital 176,203 170,539
Retained earnings 161,995 139,740
Translation adjustments (26,800) (36,408)
--------------- ---------------
311,429 273,902
Less treasury stock (Class A), at cost (78,693 shares
in 1995; 163,531 shares in 1994) 787 1,955
--------------- ---------------
Total shareholders' equity 310,642 271,947
--------------- ---------------
Total liabilities and shareholders' equity $791,517 $721,386
--------------- ---------------
--------------- ---------------
The accompanying notes are an integral part of the financial statements.
2
ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
Nine Months Ended
September 30,
1995 1994
------------- -------------
OPERATING ACTIVITIES
Net income $30,932 $15,569
Adjustments to reconcile net cash provided by operating activities:
Equity in earnings of associated companies (309) (185)
Depreciation and amortization 32,385 29,294
Accretion of convertible subordinated debentures 1,221 1,139
Provision for deferred income taxes, other credits and long-term liabilities 5,344 (3,881)
Increase in cash surrender value of life insurance, net of premiums paid (1,400) (1,343)
Unrealized currency transaction losses, net 540 3,648
(Gain)/loss on disposition of assets (110) 77
Tax benefit of options exercised 579 11
Treasury shares contributed to ESOP and profit-sharing plan 2,751 1,994
Changes in operating assets and liabilities:
Accounts receivable (14,082) (26,510)
Inventories (13,008) (10,917)
Prepaid expenses 689 782
Accounts payable (6,271) (2,753)
Accrued liabilities 1,906 (119)
Income taxes payable 130 (3,591)
Other, net (5,829) (6,507)
------------- -------------
Net cash provided/(used) in operating activities 35,468 (3,292)
------------- -------------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (30,874) (30,276)
Purchased software (1,225) (1,379)
Proceeds from sale of assets 1,975 1,670
Acquisitions, net of cash acquired (7,474) 526
------------- -------------
Net cash used in investing activities (37,598) (29,459)
------------- -------------
FINANCING ACTIVITIES
Proceeds from borrowings 19,404 51,236
Principal payments on debt (8,151) (10,721)
Proceeds from options exercised 4,375 126
Purchase of treasury shares (874) -
Investment in associated company (915) -
Dividends paid (8,270) (7,842)
------------- -------------
Net cash provided by financing activities 5,569 32,799
------------- -------------
Effect of exchange rate changes on cash 1,675 1,244
------------- -------------
Increase in cash and cash equivalents 5,114 1,292
Cash and cash equivalents at beginning of year 228 1,381
------------- -------------
Cash and cash equivalents at end of period $5,342 $2,673
------------- -------------
------------- -------------
The accompanying notes are an integral part of the financial statements.
3
ALBANY INTERNATIONAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Management Opinion
In the opinion of management the accompanying unaudited consolidated
financial statements contain all adjustments, consisting of only normal,
recurring adjustments, necessary for a fair presentation of results for such
periods. The results for any interim period are not necessarily indicative of
results for the full year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. These consolidated financial
statements should be read in conjunction with financial statements and notes
thereto for the year ended December 31, 1994.
2. Other Expense, Net
Included in other expense, net for the nine months ended September 30 are:
currency transactions, $1.8 million income in 1995 and $.2 million income in
1994, pre-receivable sale, $.1 million expense in 1995 and $.2 million income in
1994, amortization of debt issuance costs and loan origination fees, $.7
million in 1995 and $.8 million in 1994, interest rate protection agreements,
$.6 million income in 1995 and 1994 and other miscellaneous expenses, none of
which are significant, in 1995 and 1994.
Included in other expense, net for the three months ended September 30 are:
currency transactions, $.9 million income in 1995, pre-receivable sale $.1
million expense in 1995, amortization of debt issuance costs and loan
origination fees, $.1 million in 1995 and $.2 million in 1994, interest rate
protection agreements, $.3 million income in 1994 and other miscellaneous
expenses, none of which are significant, in 1995 and 1994.
3. Earnings Per Share
Primary earnings per share on common stock are computed using the weighted
average number of shares of Class A and Class B Common Stock outstanding during
each year. Options granted under the Company's stock option plans were not
dilutive to primary earnings per share at September 30, 1995 and 1994. The
convertible subordinated debentures are not common stock equivalents and will
not affect primary earnings per share. At September 30, 1995, the combined
effect of the options and the convertible subordinated debentures were dilutive
and were therefore included in the computation of fully diluted earnings per
share. The weighted average number of shares outstanding, assuming full
dilution, for the three and nine months ended September 30, 1995 was 36,663,381
and 36,441,128, respectively. Net income for the fully diluted earnings per
share calculation, assuming interest savings from the conversion of the
subordinated debentures, for the three and nine months ended September 30, 1995
was $13.0 million and $35.2 million, respectively. The options and the
convertible subordinated debentures were not dilutive at September 30, 1994.
4. Income Taxes
The Company's effective tax rate for the nine months ended September 30,
1995 was about 40% as compared to 43% for the same period last year and
approximates the anticipated effective tax rate for the full year 1995. The
decrease is due principally to the fact that the 1994 rate included an accrual
of net charges associated with prior years resulting from both U.S. and non-U.S.
examinations.
4
5. Debt
In March 1995, the Company amended its existing $125 million revolving
credit agreement, with its principal banks in the United States, to increase the
banks' commitment to $150 million and to extend the maturity to the year 2000
with more favorable terms. Pricing will be based on a margin over floating rate
cost of banks' funding and varies depending upon the Company's performance.
6. Supplementary Cash Flow Information
Interest paid for the nine months ended September 30, 1995 and 1994 was
$17.4 million and $14.4 million, respectively.
Taxes paid for the nine months ended September 30, 1995 and 1994 were $8.1
million and $17.9 million, respectively.
7. Acquisitions
In May 1995, the Company acquired substantially all of the assets of Panyu
South Fabrics Industrial Company, a manufacturer of paper machine clothing
located in China, for approximately $7 million. This transaction was accounted
for as a purchase.
In September 1995, the Company concluded the purchase of all of the
outstanding capital stock and land and buildings used in the business of
Technical Service Industries ("TSI"). TSI is a supplier of engineered fabrics
to the nonwovens industry. The purchase price was about $10 million, with
approximately $.9 million paid at closing, $5.0 million due January 1, 1996 and
the balance deferred up to 10 years. This transaction was accounted for as a
purchase.
Management expects these acquisitions to have an insignificant impact on
operating results in 1995, and to make a small contribution to earnings in 1996.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995
The following discussion should be read in conjunction with the accompanying
Consolidated Financial Statements and Notes thereto.
RESULTS OF OPERATIONS:
Net sales for the three months ended September 30, 1995 increased $16.9 million
or 11.6% compared to the same period in 1994. The effect of the weaker U.S.
dollar as compared to the third quarter of 1994 was to increase net sales by $.1
million. Excluding this effect, third quarter net sales increased 11.5% over
1994. Net sales in the U.S. slowed from recent quarters due to papermakers'
temporary shutdowns in the quarter, particularly for containerboard inventory
correction, in comparison with the robust performance of all paper grades during
the three months ended September 30, 1994 when the paper cycle was sharply
accelerating.
Net sales increased $66.8 million or 16.0% to $483 million for the nine months
ended September 30, 1995 compared with the same period in 1994. Net sales were
increased by $7.2 million from the effect of a weaker U.S. dollar as compared to
the first nine months of 1994. Excluding this effect, net sales increased
14.3%.
The Company continued to gain market share in all product lines due to good
customer acceptance and excellent performance of new products on all three
sections of the paper machine. These gains, combined with strong growth in
paper production, were the main reasons for the sales increase. Geographically,
for the nine months ended September 30, 1995, the Company's sales growth rate
was strongest in Europe and Canada due in part to export sales, principally to
the Asian markets, which increased as compared to the same period last year.
Price increases announced in December 1994 for the United States, Canada and
selective European markets became effective during the nine months ended
September 30, 1995. It is anticipated that the average effect of price
increases for the full year will be approximately 3%.
Gross profit continued to improve and was 41.8% of net sales for the three
months ended September 30, 1995 as compared to 39.8% for the same period in 1994
bringing the nine month result to 41.7% for 1995 as compared to 39.1% for 1994.
Year to date variable costs as a percent of net sales increased from 32.7% in
1994 to 32.8% for the same period in 1995, due mainly to increased sales of
product lines with higher cost to sales dollar ratios.
Selling, technical, general and research expenses increased 10.0% for the nine
months ended September 30, 1995 as compared to the nine months ended September
30, 1994. Excluding the effect of translating non-U.S. currencies into more
U.S. dollars, expenses would have increased 8.5%. Temporary increases associated
with the introduction of new products, increased wages and benefit costs and
higher sales commissions were the principal reasons for this increase.
6
Operating income as a percentage of net sales increased to 13.8% for the nine
months ended September 30, 1995 from 9.6% for the comparable period in 1994 and
increased to 14.8% for the three months ended September 30, 1995 as compared to
10.3% for the same period last year due to items discussed above. Management
anticipates that operating income as a percentage of net sales should continue
to improve during the rest of 1995.
Interest expense increased compared to the nine months ended September 30, 1994
due to higher total debt caused principally by the monies borrowed to finance
the acquisition of a paper machine clothing company in China, as discussed
below.
The tax rate for the nine months ended September 30, 1995 is about 40% as
compared to 43% for the comparable period in 1994 and approximates the
anticipated effective rate for the full year 1995. The rate decrease is due
principally to the fact that the 1994 rate included an accrual of net charges
associated with prior years resulting from both U.S. and non-U.S. examinations.
In May 1995, the Company acquired substantially all of the assets of Panyu South
Fabrics Industrial Company, a manufacturer of paper machine clothing located in
China, for approximately $7 million. This transaction was accounted for as a
purchase. Management anticipates that this purchase and additional investments
in China during 1995 will total approximately $13 million.
In September 1995, the Company concluded the purchase of all of the outstanding
capital stock and land and buildings used in the business of Technical Service
Industries ("TSI"). TSI is a supplier of engineered fabrics to the nonwovens
industry. The purchase price was about $10 million, with approximately $.9
million paid at closing, $5.0 million due January 1, 1996 and the balance
deferred up to 10 years. This transaction was accounted for as a purchase.
Management expects these acquisitions to have an insignificant impact on
operating results in 1995, and to make a small contribution to earnings in 1996.
Reasons for the improvements in operating results for the three month period
ended September 30, 1995 as compared to the corresponding period in 1994 are
similar to those which affected the nine month comparisons, except where
specifically noted.
LIQUIDITY AND CAPITAL RESOURCES:
Inventories increased $13.9 million during the nine months ended September 30,
1995 due to the weakening U.S. dollar and high orders which resulted in some
building of inventory in anticipation of future sales. As a result of a weaker
U.S. dollar and the increase in net sales, accounts receivable increased $14.4
million or 9.4% during the nine months ended September 30, 1995.
In March 1995, the Company amended its existing $125 million revolving credit
agreement, with its principal banks in the United States, to increase the
banks' commitment to $150 million and to extend the maturity to the year 2000
with more favorable terms. Pricing will be based on a margin over floating rate
cost of banks' funding and varies depending upon the Company's performance.
Management believes that the unused line, in combination with expected free cash
flows, should be sufficient to meet operating requirements and for business
opportunities and acquisitions which support corporate strategies to enhance
value to customers and shareholders.
7
Capital expenditures for the nine months ended September 30, 1995 were $30.9
million as compared to $30.3 million for the same period last year. The Company
anticipates that capital expenditures for the full year will be approximately
$40 million. The Company will finance these expenditures with cash from
operations and existing credit facilities.
Cash dividends of $.0875 per share were paid in the first two quarters of 1995
and were related to the fourth quarter of 1994 and the first quarter of 1995. A
cash dividend of $.10 per share was paid in the third quarter of 1995 and was
related to the second quarter of 1995. The Company also declared a cash
dividend of $.10 per share for the third quarter of 1995 which will be paid in
the fourth quarter of this year.
8
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
- ------- ---------------------------------
No reports on Form 8-K were filed during the quarter ended September 30, 1995.
Exhibit No. Description
----------- -----------
11. Schedule of computation of primary and fully diluted net income
per share
27. Financial data schedule
9
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.
ALBANY INTERNATIONAL CORP.
--------------------------
(Registrant)
Date: November 3, 1995
by /s/ Michael C. Nahl
-------------------
Michael C. Nahl
Sr. Vice President and
Chief Financial Officer
ALBANY INTERNATIONAL CORP.
EXHIBIT 11
SCHEDULE OF COMPUTATION OF PRIMARY AND FULLY DILUTED NET INCOME PER SHARE
(in thousands, except per share data)
PRIMARY EARNINGS PER SHARE:
For the three months For the nine months
ended September 30, ended September 30,
1995 (1) 1994 (1) 1995 (1) 1994 (1)
- ------------ ------------ ------------ ------------
30,376,167 29,997,817 Common stock outstanding at end of period 30,376,167 29,997,817
Adjustments to ending shares to arrive at
weighted average for the period:
(19,090) (25,587) Shares contributed to E.S.O.P. (2) (58,254) (61,323)
(60,750) - Shares issued under option (2) (176,028) (2,198)
- - Treasury shares purchased (2) 11,758 -
- ------------ ------------ ------------- -------------
30,296,327 29,972,230 Weighted average number of shares 30,153,643 29,934,296
- ------------ ------------ ------------- -------------
- ------------ ------------ ------------- -------------
$11,612 $5,984 Net income $30,932 $15,569
- ------------ ------------ ------------- -------------
- ------------ ------------ ------------- -------------
$0.39 $0.20 Net income per share (3) $1.03 $0.52
- ------------ ------------ ------------- -------------
- ------------ ------------ ------------- -------------
(1) Includes Class A and Class B Common Stock
(2) Calculated as follows:
number of shares multiplied by the reciprocal of the number
of days outstanding (or the reciprocal of the number of days held
in treasury for treasury stock purchases) divided by the number of
days in the period
SHARES CONTRIBUTED TO E.S.O.P.:
For the nine months:
January 31, 1994 10,831 * (30/273) 1,190
February 28, 1994 11,120 * (58/273) 2,362
March 31 1994 11,090 * (89/273) 3,615
April 12, 1994 56 * (101/273) 21
April 30, 1994 11,683 * (119/273) 5,093
May 31, 1994 11,882 * (150/273) 6,529
June 30, 1994 12,440 * (180/273) 8,202
July 31, 1994 12,977 * (211/273) 10,030
August 31, 1994 12,679 * (242/273) 11,239
September 30, 1994 13,090 * (272/273) 13,042
___________
61,323
___________
___________
January 31, 1995 12,346 * (30/273) 1,357
February 23, 1995 656 * (53/273) 127
February 28, 1995 13,324 * (58/273) 2,831
February 28, 1995 37,040 * (58/273) 7,869
March 31, 1995 12,697 * (89/273) 4,139
April 30, 1995 9,968 * (119/273) 4,345
May 31, 1995 10,301 * (150/273) 5,660
June 30, 1995 10,217 * (180/273) 6,736
July 18, 1995 32 * (198/273) 23
July 31, 1995 8,382 * (211/273) 6,479
August 31, 1995 10,146 * (242/273) 8,994
September 30, 1995 9,729 * (272/273) 9,694
___________
58,254
___________
___________
ALBANY INTERNATIONAL CORP.
EXHIBIT 11
SCHEDULE OF COMPUTATION OF PRIMARY AND FULLY DILUTED NET INCOME PER SHARE
(in thousands, except per share data)
For the three months:
July 31, 1994 12,977 * (30/92) 4,232
August 31, 1994 12,679 * (61/92) 8,407
September 30, 1994 13,090 * (91/92) 12,948
------------
25,587
------------
------------
July 18, 1995 32 * (17/92) 6
July 31, 1995 8,382 * (30/92) 2,733
August 31, 1995 10,146 * (61/92) 6,727
September 30, 1995 9,729 * (91/92) 9,624
------------
19,090
------------
------------
SHARES ISSUED UNDER OPTION:
For the nine months:
March 22, 1994 7,500 * (80/273) 2,198
------------
------------
April 12, 1995 25,000 * (101/273) 9,249
April 27, 1995 5,000 * (116/273) 2,125
May 1, 1995 20,000 * (120/273) 8,791
June 2, 1995 7,500 * (152/273) 4,176
June 6, 1995 14,000 * (156/273) 8,000
June 14, 1995 600 * (164/273) 360
July 10, 1995 1,200 * (190/273) 835
July 12, 1995 15,000 * (192/273) 10,550
July 13, 1995 10,000 * (193/273) 7,070
July 19, 1995 15,000 * (199/273) 10,934
July 20, 1995 10,000 * (200/273) 7,326
July 26, 1995 7,500 * (206/273) 5,659
July 27, 1995 5,000 * (207/273) 3,791
July 28, 1995 28,800 * (208/273) 21,943
July 31, 1995 55,000 * (211/273) 42,509
August 4, 1995 3,000 * (215/273) 2,363
August 7, 1995 10,000 * (218/273) 7,985
August 10, 1995 3,700 * (221/273) 2,995
August 23, 1995 6,200 * (234/273) 5,314
September 1, 1995 1,200 * (243/273) 1,068
September 12, 1995 1,200 * (254/273) 1,117
September 15, 1995 10,000 * (257/273) 9,414
September 26, 1995 2,500 * (268/273) 2,454
------------
176,028
------------
------------
For the three months:
July 10, 1995 1,200 * (9/92) 117
July 12, 1995 15,000 * (11/92) 1,793
July 13, 1995 10,000 * (12/92) 1,304
July 19, 1995 15,000 * (18/92) 2,935
July 20, 1995 10,000 * (19/92) 2,065
July 26, 1995 7,500 * (25/92) 2,038
July 27, 1995 5,000 * (26/92) 1,413
July 28, 1995 28,800 * (27/92) 8,452
July 31, 1995 55,000 * (30/92) 17,935
ALBANY INTERNATIONAL CORP.
EXHIBIT 11
SCHEDULE OF COMPUTATION OF PRIMARY AND FULLY DILUTED NET INCOME PER SHARE
(in thousands, except per share data)
August 4, 1995 3,000 * (34/92) 1,109
August 7, 1995 10,000 * (37/92) 4,022
August 10, 1995 3,700 * (40/92) 1,609
August 23, 1995 6,200 * (53/92) 3,572
September 1, 1995 1,200 * (62/92) 809
September 12, 1995 1,200 * (73/92) 952
September 15, 1995 10,000 * (76/92) 8,261
September 26, 1995 2,500 * (87/92) 2,364
------------
60,750
------------
------------
TREASURY SHARES PURCHASED:
For the nine months:
February 16, 1995 15,000 * (46/273) 2,527
March 14, 1995 35,000 * (72/273) 9,231
------------
11,758
------------
------------
(3) Dilutive common stock equivalents are not material and therefore are not
included in the calculation of primary earnings per common share.
FULLY DILUTED EARNINGS PER SHARE:
For the three months For the nine months
ended September 30, ended September 30,
1995 1994 1995 1994
---------- ---------- ------------- -------------
30,296,327 29,972,230 Weighted average number of shares 30,153,643 29,934,296
654,604 165,899 Incremental shares of unexercised options (4) 575,035 238,607
5,712,450 5,712,450 Convertible shares of subordinated debentures (5) 5,712,450 -
- ----------- ---------- ----------- ----------
36,663,381 35,850,579 Adjusted weighted average number of shares 36,441,128 30,172,903
- ----------- ---------- ----------- ----------
- ----------- ---------- ----------- ----------
$13,037 $7,106 Net income (including after-tax income adjustment) (5) $35,207 $15,569
- ----------- ---------- ----------- ----------
- ----------- ---------- ----------- ----------
$0.36 $0.20 Fully diluted net income per share $0.97 $0.52
- ----------- ---------- ----------- ----------
- ----------- ---------- ----------- ----------
(4) Incremental shares of exercisable options are calculated based on the
higher of the average price of the Company's stock or the ending price
for the respective period. The calculation includes all options whose
exercise price is below the higher of the average or ending stock price.
(5) The subordinated debentures are convertible into 5,712,450 shares of the
Company's Class A Common Stock. There were no conversions as of
September 30, 1995. Upon any conversion, the Company would realize
an after-tax income adjustment based on the effective interest expense
on the bonds less the corresponding income tax deduction. The full amount
of the shares and the income adjustment will be included in the
calculation only when they cause dilution to net income per share.
5
1,000
9-MOS
DEC-31-1995
JAN-01-1995
SEP-30-1995
5,342
0
173,637
5,078
156,409
351,139
615,361
275,192
791,517
113,544
250,995
31
0
0
310,611
791,517
482,980
482,980
281,414
415,787
437
460
15,591
50,705
20,082
30,932
0
0
0
30,932
1.03
.97
