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, 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: 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 24,796,261 shares of Class A Common Stock and 5,615,563
shares of Class B Common Stock outstanding as of September 30, 1996.
ALBANY INTERNATIONAL CORP.
INDEX
Page No.
---------
Financial information
Part 1
Item 1. Financial Statements
Consolidated statements of income and retained earnings -
three months and nine months ended September 30, 1996 and 1995 1
Consolidated balance sheets - September 30, 1996 and December 31, 1995 2
Consolidated statements of cash flows - nine months ended
September 30, 1996 and 1995 3
Notes to consolidated financial statements 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Part 2
Other information
Item 6. Exhibits and Reports on Form 8-K 8
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,
1996 1995 1996 1995
---- ---- ---- ----
$169,821 $162,014 Net sales $509,969 $482,980
98,068 94,212 Cost of goods sold 296,050 281,414
------ ------ ------- -------
71,753 67,802 Gross profit 213,919 201,566
47,580 43,746 Selling, technical and general expenses 146,152 134,833
------ ------ ------- -------
24,173 24,056 Operating income 67,767 66,733
3,706 4,948 Interest expense, net 12,221 15,591
602 223 Other expense, net 574 437
--- --- --- ---
19,865 18,885 Income before income taxes 54,972 50,705
7,747 7,354 Income taxes 21,441 20,082
----- ----- ------ ------
12,118 11,531 Income before associated companies 33,531 30,623
225 81 Equity in earnings of associated companies 112 309
--- -- --- ---
12,343 11,612 Income before extraordinary item 33,643 30,932
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 1,296 -
- - ----- ---
12,343 11,612 Net income 32,347 30,932
185,013 153,417 Retained earnings, beginning of period 171,082 139,740
3,041 3,034 Less dividends 9,114 8,677
----- ----- ----- -----
$194,315 $161,995 Retained earnings, end of period $194,315 $161,995
======== ========= ========= ========
Income/(loss) per common share:
Primary:
$0.41 $0.39 Income before extraordinary item $1.11 $1.03
- - Extraordinary loss on early extinguishment of debt (0.04) -
--- --- ------ ---
$0.41 $0.39 Net income $1.07 $1.03
====== ====== ======= ======
Fully diluted:
$0.41 $0.36 Income before extraordinary item $1.11 $0.97
- - Extraordinary loss on early extinguishment of debt (0.04) -
--- --- ------ ---
$0.41 $0.36 Net income $1.07 $0.97
====== ====== ====== ======
$0.10 $0.10 Dividends per common share $0.30 $0.2875
====== ====== ====== ========
30,388,252 30,296,327 Weighted average number of shares 30,340,740 30,153,643
=========== =========== =========== ===========
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,
1996 1995
---------------- ----------------
ASSETS
Cash and cash equivalents $9,166 $7,609
Accounts receivable, net 170,826 170,415
Inventories:
Finished goods 96,466 88,378
Work in process 44,240 42,480
Raw material and supplies 31,819 30,523
---------------- ----------------
172,525 161,381
Deferred taxes and prepaid expenses 19,151 19,095
---------------- ----------------
Total current assets 371,668 358,500
Property, plant and equipment, net 339,352 342,150
Investments in associated companies 2,012 2,366
Intangibles 30,872 31,682
Deferred taxes 32,720 28,537
Other assets 35,719 33,290
---------------- ----------------
Total assets $812,343 $796,525
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and loans payable $73,506 $16,268
Accounts payable 25,979 35,262
Accrued liabilities 56,656 59,301
Current maturities of long-term debt 2,366 985
Income taxes payable and deferred 21,227 12,067
---------------- ----------------
Total current liabilities 179,734 123,883
Long-term debt 185,852 245,265
Other noncurrent liabilities 99,651 100,268
Deferred taxes and other credits 25,048 24,812
---------------- ----------------
Total liabilities 490,285 494,228
---------------- ----------------
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
24,847,173 in 1996 and 24,841,173 in 1995 25 25
Class B Common Stock, par value $.001 per share;
authorized 25,000,000 shares; issued and
outstanding 5,615,563 in 1996 and 1995 6 6
Additional paid in capital 176,654 176,345
Retained earnings 194,315 171,082
Translation adjustments (36,051) (30,580)
Pension liability adjustment (12,382) (12,382)
---------------- ----------------
322,567 304,496
Less treasury stock (Class A), at cost (50,912 shares
in 1996; 143,589 shares in 1995) 509 2,199
---------------- ----------------
Total shareholders' equity 322,058 302,297
---------------- ----------------
Total liabilities and shareholders' equity $812,343 $796,525
================ ================
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,
1996 1995
----------------- -----------------
OPERATING ACTIVITIES
Net income $32,347 $30,932
Adjustments to reconcile net cash provided by operating activities:
Equity in earnings of associated companies (112) (309)
Depreciation and amortization 34,488 32,385
Accretion of convertible subordinated debentures 353 1,221
Provision for deferred income taxes, other credits and long-term liabilities (3,375) 5,344
Increase in cash surrender value of life insurance, net of premiums paid (265) (1,400)
Unrealized currency transaction losses 263 540
Loss/(gain) on disposition of assets 430 (110)
Tax benefit of options exercised - 579
Treasury shares contributed to ESOP 4,450 2,751
Loss on early extinguishment of debt 1,296 -
Changes in operating assets and liabilities:
Accounts receivable (675) (14,082)
Inventories (11,144) (13,008)
Prepaid expenses (1,588) 689
Accounts payable (9,283) (6,271)
Accrued liabilities (1,107) 1,906
Income taxes payable 9,490 130
Other, net (3,144) (5,829)
----------------- -----------------
Net cash provided by operating activities 52,424 35,468
----------------- -----------------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (34,342) (30,874)
Purchased software (1,566) (1,225)
Proceeds from sale of assets 2,095 1,975
Acquisitions, net of cash acquired - (7,474)
Premiums paid for life insurance (1,193) -
----------------- -----------------
Net cash used in investing activities (35,006) (37,598)
----------------- -----------------
FINANCING ACTIVITIES
Proceeds from borrowings 215,878 19,404
Principal payments on debt (217,107) (8,151)
Proceeds from options exercised 101 4,375
Purchases of treasury shares (2,552) (874)
Investment in associated company - (915)
Dividends paid (9,104) (8,270)
----------------- -----------------
Net cash (used)/provided by financing activities (12,784) 5,569
----------------- -----------------
Effect of exchange rate changes on cash (3,077) 1,675
----------------- -----------------
Increase in cash and cash equivalents 1,557 5,114
Cash and cash equivalents at beginning of year 7,609 228
----------------- -----------------
Cash and cash equivalents at end of period $9,166 $5,342
================= =================
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, 1995.
2. Other Expense, Net
Included in other expense, net for the nine months ended September 30
are: currency transactions, $1.7 million income in 1996 and $1.8 million income
in 1995, debt related costs, $.8 million in 1996 and $1.2 million in 1995,
interest rate protection agreements, $.8 million income in 1996 and $.6 million
income in 1995 and other miscellaneous expenses, none of which are significant,
in 1996 and 1995.
Included in other expense, net for the three months ended September 30
are: currency transactions, $.2 million expense in 1996 and $.9 million income
in 1995, debt related costs, $.3 million in 1996 and $.5 million in 1995,
interest rate protection agreements, $.5 million income in 1996 and other
miscellaneous expenses, none of which are significant, in 1996 and 1995.
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, 1996 and
1995. As discussed in Note 5, the convertible subordinated debentures were
redeemed in March 1996 and therefore excluded from the 1996 earnings per share
calculation. The convertible subordinated debentures are not common stock
equivalents and did not affect 1995 primary earnings per share. At Septemnber
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.
4. Income Taxes
The Company's effective tax rate for the nine months ended September
30, 1996 was 39% as compared to 40% for the same period last year and
approximates the anticipated effective tax rate for the full year 1996.
4
5. Debt
In February 1996, the Company amended its existing $150 million
revolving credit agreement, with its principal banks in the United States, to
increase the banks' commitment to $300 million with more favorable terms. The
banks' commitment will decline to $150 million in 2001 with the final maturity
in 2002. The terms of the revolving credit agreement include a facility fee and
allow the Company to select from various loan pricing options.
On March 15, 1996, the Company redeemed the $150 million, 5.25%
convertible subordinated debentures at a redemption price of 91.545%. This
redemption resulted in an extraordinary charge of approximately $1.3 million,
net of tax.
6. Supplementary Cash Flow Information
Interest paid for the nine months ended September 30, 1996 and 1995 was
$14.7 million and $17.4 million, respectively.
Taxes paid for the nine months ended September 30, 1996 and 1995 was
$13.2 million and $8.1 million, respectively.
7. Acquisition
In August 1996, the Company entered into an agreement to purchase
substantially all of the assets of Schieffer Door Systems, a manufacturer of
high-speed, high-performance industrial doors located in Germany, for
approximately $25 million. The Company has received government approval and
plans to close on the transaction in November 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, 1996
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, 1996 increased 4.8% compared
to the same period in 1995. The effect of the stronger U.S. dollar as compared
to the third quarter of 1995 was to decrease net sales by $1.3 million.
Excluding this effect, third quarter net sales increased 5.6% over 1995. For the
three months ended September 30, 1996, net sales increased in all geographic
regions except Canada.
Net sales increased 5.6% to $510 million for the nine months ended September 30,
1996 compared with the same period in 1995. Dollar rate effects were not
significant. For the nine months ended September 30, 1996, sales increased in
all geographic regions. The sales gains were made despite a 4.7% reduction in
paper production and a 2.8% reduction in board production during the first nine
months of 1996 in the United States. In Europe, total production of paper and
board in Western Europe fell in the first nine months of 1996, but there is
evidence that strengthening is beginning in some paper grades.
Gross profit was 42.3% of net sales for the three months ended September 30,
1996 as compared to 41.8% for the same period in 1995 bringing the nine month
result to 41.9% for 1996 as compared to 41.7% for 1995. Year to date variable
costs as a percent of net sales increased from 32.8% in 1995 to 32.9% for the
same period in 1996, due mainly to increased sales of product lines with higher
cost to sales dollar ratios.
Selling, technical, general and research expenses increased 8.4% for the nine
months ended September 30, 1996 as compared to the nine months ended September
30, 1995. The translation of non-U.S. currencies into U.S. dollars had no
significant effect on these expenses. Increased wages and benefit costs and
additional costs generated by acquisitions made in the second half of 1995
accounted for a significant portion of the increase.
Operating income as a percentage of net sales was 13.3% for the nine months
ended September 30,1996 as compared to 13.8% for the comparable period in 1995
and was 14.2% for the three months ended September 30, 1996 as compared to 14.8%
for the same period last year due to items discussed above.
Interest expense decreased compared to the nine months ended September 30, 1996,
despite higher total debt, due to an average interest rate of 6.0% for the nine
months ended September 30, 1996 as compared to 7.3% over the same period in
1995.
6
In August 1996, the Company entered into an agreement to purchase substantially
all of the assets of Schieffer Door Systems, a manufacturer of high-speed,
high-performance industrial doors located in Germany, for approximately $25
million. The Company has received government approval and plans to close on the
transaction in November 1996.
Reasons for the changes in operating results for the three month period ended
September 30, 1996 as compared to the corresponding period in 1995 are similar
to those which affected the nine month comparisons, except where specifically
noted.
LIQUIDITY AND CAPITAL RESOURCES:
Although inventories increased $11.1 million from December 31, 1995, the
increase in the third quarter was only $.9 million, a significant improvement
over the first six month's performance. Accounts receivable are about even with
the level at December 31, 1995, in spite of the 5.6% increase in net sales.
Management expects further improvements in working capital in the fourth
quarter.
In February 1996, the Company amended its existing $150 million revolving credit
agreement, with its principal banks in the United States, to increase the banks'
commitment to $300 million with more favorable terms. The banks' commitment will
decline to $150 million in 2001 with the final maturity in 2002. The terms of
the revolving credit agreement include a facility fee and allow the Company to
select from various loan pricing options. 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.
On March 15, 1996, the Company redeemed the $150 million, 5.25% convertible
subordinated debentures at a redemption price of 91.545%. This redemption
resulted in an extraordinary charge of approximately $1.3 million, net of tax.
The debentures were redeemed by utilizing the revolving credit agreement and
short-term debt. The Company's current debt structure has resulted in lower
interest expense and currently provides approximately $200 million in committed
and available unused long-term debt capacity with financial institutions.
Capital expenditures for the nine months ended September 30, 1996 were $34.3
million as compared to $30.9 million for the same period last year. The Company
anticipates that capital expenditures, excluding South Korea, will be
approximately $45 million for the full year. An additional $8 million will be
spent for construction of a manufacturing facility in South Korea. The Company
will finance these expenditures with cash from operations and existing credit
facilities.
Cash dividends of $.10 per share were paid in the first three quarters of 1996
and were related to the fourth quarter of 1995 and the first two quarters of
1996. The Company also declared a cash dividend of $.10 per share for the third
quarter of 1996, which will be paid in the fourth quarter of this year.
7
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, 1996.
Exhibit No. Description
11. Schedule of computation of primary and fully diluted
net income per share
27. Financial data schedule
8
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: October 29, 1996
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,
1996 (1) 1995 (1) 1996 (1) 1995 (1)
- ----------------- ---------------- ------------------- ------------------
30,411,824 30,376,167 Common stock outstanding at end of period 30,411,824 30,376,167
Adjustments to ending shares to arrive
at weighted average for the period:
(23,572) (19,090) Shares contributed to E.S.O.P. (2) (85,275) (58,254)
- (60,750) Shares issued under option or to Directors (2) (4,262) (176,028)
- - Treasury shares purchased (2) 18,453 11,758
- ----------------- ---------------- -------------------- ------------------
30,388,252 30,296,327 Weighted average number of shares 30,340,740 30,153,643
================= ================ ==================== ==================
$12,343 $11,612 Income before extraordinary item $33,643 $30,932
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 $1,296 -
- ----------------- ---------------- -------------------- ------------------
$12,343 $11,612 Net income $32,347 $30,932
================= ================ ==================== ==================
$0.41 $0.39 Income per share before extraordinary item (3) $1.11 $1.03
- - Extraordinary loss on early extinguishment of debt (3) (0.04) -
- ----------------- ---------------- -------------------- ------------------
$0.41 $0.39 Net income per share (3) $1.07 $1.03
================= ================ ==================== ==================
(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, 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
====================
January 31, 1996 12,969 * (30/274) 1,420
February 29, 1996 136,670 * (59/274) 29,429
March 31, 1996 11,616 * (90/274) 3,815
April 30, 1996 10,790 * (120/274) 4,726
May 31, 1996 12,658 * (151/274) 6,976
June 30, 1996 10,383 * (181/274) 6,859
July 31, 1996 12,253 * (212/274) 9,480
August 31, 1996 13,016 * (243/274) 11,543
September 30, 1996 11,067 * (273/274) 11,027
--------------------
85,275
====================
For the three months:
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
====================
July 31, 1996 12,253 * (30/92) 3,996
August 31, 1996 13,016 * (61/92) 8,630
September 30, 1996 11,067 * (91/92) 10,946
--------------------
23,572
====================
SHARES ISSUED UNDER OPTION OR TO DIRECTORS:
For the nine months:
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
====================
May 20, 1996 2,255 * (140/274) 1,152
May 22, 1996 6,000 * (142/274) 3,110
--------------------
4,262
====================
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
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
====================
January 17, 1996 91,000 * (16/274) 5,314
March 13, 1996 50,000 * (72/274) 13,139
--------------------
18,453
====================
(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,
1996 1995 1996 1995
- ----------------- ---------------- ------------------ ------------------
30,388,252 30,296,327 Weighted average number of shares 30,340,740 30,153,643
333,876 654,604 Incremental shares of unexercised options (4) 333,876 575,035
- 5,712,450 Convertible shares of subordinated debentures (5) - 5,712,450
- ----------------- ---------------- -------------------- ------------------
30,722,128 36,663,381 Adjusted weighted average number of shares 30,674,616 36,441,128
================= ================ ==================== ==================
$12,343 $13,037 Income before extraordinary item $33,643 $35,207
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 $1,296 -
- ----------------- ---------------- -------------------- ------------------
$12,343 $13,037 Net income (including after-tax income adjustment) $32,347 $35,207
================= ================ ==================== ==================
$0.40 $0.36 Income per share before extraordinary item $1.10 $0.97
- - Extraordinary loss on early extinguishment of debt (0.04) -
- ----------------- ---------------- -------------------- ------------------
$0.40 $0.36 Fully diluted net income per share $1.06 $0.97
================= ================ ==================== ==================
(4) Incremental shares of unexercised 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 convertible subordinated debentures were redeemed in March 1996 and
therefore removed from the fully diluted calculation. In 1995, the
subordinated debentures were 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 are included in the calculation
only when they cause dilution to net income per share.
5
1,000
9-MOS
DEC-31-1996
SEP-30-1996
9,166
0
176,177
5,351
172,525
371,668
642,973
303,621
812,343
179,734
185,852
0
0
31
322,027
812,343
509,969
509,969
296,050
441,861
574
341
12,221
54,972
21,441
33,643
0
(1,296)
0
32,347
1.07
1.07
