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: 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: 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 24,759,925 shares of Class A Common Stock and 5,615,563
shares of Class B Common Stock outstanding as of June 30, 1996.
ALBANY INTERNATIONAL CORP.
INDEX
Page No.
----------
Part I Financial information
Item 1. Financial Statements
Consolidated statements of income and retained earnings
- three months and six months ended June 30, 1996 and 1995 1
Consolidated balance sheets - June 30, 1996 and December 31, 1995 2
Consolidated statements of cash flows - six months ended
June 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 II Other information
Item 4. Submissions of Matters to a Vote of Security Holders 8
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 Six Months Ended
June 30, June 30,
1996 1995 1996 1995
- ------------ ----------- ----------- -----------
$ 172,081 $ 166,835 Net sales $ 340,148 $ 320,966
99,675 95,965 Cost of goods sold 197,982 187,202
- ------------ ----------- ----------- -----------
72,406 70,870 Gross profit 142,166 133,764
49,740 46,415 Selling, technical and general expenses 98,572 91,087
- ------------ ----------- ----------- -----------
22,666 24,455 Operating income 43,594 42,677
4,000 5,923 Interest expense, net 8,515 10,643
(1,135) (617) Other (income)/expense, net (28) 214
- ------------ ----------- ----------- -----------
19,801 19,149 Income before income taxes 35,107 31,820
7,724 7,660 Income taxes 13,694 12,728
- ------------ ----------- ----------- -----------
12,077 11,489 Income before associated companies 21,413 19,092
71 142 Equity in earnings/(losses) of associated companies (113) 228
- ------------ ----------- ----------- -----------
12,148 11,631 Income before extraordinary item 21,300 19,320
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 1,296 -
- ------------ ----------- ----------- -----------
12,148 11,631 Net income 20,004 19,320
175,901 144,796 Retained earnings, beginning of period 171,082 139,740
3,036 3,010 Less dividends 6,073 5,643
- ------------ ----------- ----------- -----------
$ 185,013 $ 153,417 Retained earnings, end of period $ 185,013 $ 153,417
============ =========== =========== ===========
Income/(loss) per common share:
Primary:
$0.40 $0.38 Income before extraordinary item $ 0.70 $ 0.64
- - Extraordinary loss on early extinguishment of debt (0.04) -
- ------------ ----------- ----------- -----------
$0.40 $0.38 Net income $ 0.66 $ 0.64
============ =========== =========== ===========
Fully diluted:
$0.40 $0.36 Income before extraordinary item $ 0.70 $ 0.61
- - Extraordinary loss on early extinguishment of debt (0.04) -
- ------------ ----------- ----------- -----------
$0.40 $0.36 Net income $ 0.66 $ 0.61
============ =========== =========== ===========
$0.10 $0.10 Dividends per common share $ 0.20 $0.1875
============ =========== =========== ===========
30,348,858 30,115,709 Weighted average number of shares 30,316,723 30,081,119
============ =========== =========== ===========
The accompanying notes are an integral part of the financial statements.
ALBANY INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
June 30, December 31,
1996 1995
---------- ------------
ASSETS
Cash and cash equivalents $6,561 $7,609
Accounts receivable, net 175,998 170,415
Inventories:
Finished goods 93,599 88,378
Work in process 45,220 42,480
Raw material and supplies 32,828 30,523
--------- ---------
171,647 161,381
Deferred taxes and prepaid expenses 18,591 19,095
--------- ---------
Total current assets 372,797 358,500
Property, plant and equipment, net 341,792 342,150
Investments in associated companies 2,057 2,366
Intangibles 31,124 31,682
Deferred taxes 32,537 28,537
Other assets 33,782 33,290
--------- ---------
Total assets $814,089 $796,525
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and loans payable $46,333 $16,268
Accounts payable 26,262 35,262
Accrued liabilities 51,198 59,301
Current maturities of long-term debt 3,056 985
Income taxes payable and deferred 20,440 12,067
--------- ---------
Total current liabilities 147,289 123,883
Long-term debt 222,647 245,265
Other noncurrent liabilities 106,194 100,268
Deferred taxes and other credits 24,747 24,812
--------- ---------
Total liabilities 500,877 494,228
--------- ---------
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 176,473 176,345
Retained earnings 185,013 171,082
Translation adjustments (34,864) (30,580)
Pension liability adjustment (12,382) (12,382)
--------- ---------
314,271 304,496
Less treasury stock (Class A), at cost (87,248 shares
in 1996; 143,589 shares in 1995) 1,059 2,199
--------- ---------
Total shareholders' equity 313,212 302,297
--------- ---------
Total liabilities and shareholders' equity $814,089 $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)
Six Months Ended
June 30,
1996 1995
-------- --------
OPERATING ACTIVITIES
Net income $20,004 $19,320
Adjustments to reconcile net cash provided by operating
activities:
Equity in losses/(earnings) of associated companies 113 (228)
Depreciation and amortization 22,846 21,543
Accretion of convertible subordinated debentures 353 814
Provision for deferred income taxes, other credits
and long-term liabilities 270 7,584
Increase in cash surrender value of life insurance,
net of premiums paid (972) (931)
Unrealized currency transaction (gains)/losses (8) 537
Loss on disposition of assets 535 31
Tax benefit of options exercised - 115
Treasury shares contributed to ESOP 3,719 2,064
Loss on early extinguishment of debt 1,296 -
Changes in operating assets and liabilities:
Accounts receivable (5,576) (13,807)
Inventories (10,266) (9,396)
Prepaid expenses 504 596
Accounts payable (8,999) (2,486)
Accrued liabilities (7,347) (1,678)
Income taxes payable 9,189 (768)
Other, net (2,491) (3,798)
--------- --------
Net cash provided by operating activities 23,170 19,512
--------- --------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (24,511) (19,034)
Purchased software (1,350) (584)
Proceeds from sale of assets 1,800 1,767
Acquisitions, net of cash acquired - (6,716)
--------- --------
Net cash used in investing activities (24,061) (24,567)
--------- --------
FINANCING ACTIVITIES
Proceeds from borrowings 153,952 18,271
Principal payments on debt (144,675) (2,379)
Proceeds from options exercised 101 1,236
Purchases of treasury shares (2,552) (874)
Investment in associated company - (915)
Dividends paid (6,067) (5,260)
--------- --------
Net cash provided by financing activities 759 10,079
--------- --------
Effect of exchange rate changes on cash (916) 937
--------- --------
(Decrease), increase in cash and cash equivalents (1,048) 5,961
Cash and cash equivalents at beginning of year 7,609 228
--------- --------
Cash and cash equivalents at end of period $6,561 $6,189
========= ========
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 (Income)/Expense, Net
Included in other (income)/expense, net for the six months ended June 30
are: currency transactions, $1.9 million income in 1996 and $.9 million income
in 1995, amortization of debt issuance costs and loan origination fees, $.1
million in 1996 and $.6 million in 1995, interest rate protection agreements,
$.3 million income in 1996 and $.6 million income in 1995 and other
miscellaneous (income)/expenses, none of which are significant, in 1996 and
1995.
Included in other (income)/expense, net for the three months ended June 30
are: currency transactions, $2.0 million income in 1996 and $.8 million income
in 1995, amortization of debt issuance costs and loan origination fees, $.1
million in 1995, interest rate protection agreements, $.6 million income in
1996 and $.3 million income in 1995 and other miscellaneous (income)/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 June 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 June 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 six months ended June
30, 1995 was 36,481,836 and 36,447,246, 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 six months ended
June 30, 1995 was $13.1 million and $22.2 million, respectively.
4. Income Taxes
The Company's effective tax rate for the six months ended June 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 loss of approximately $1.3 million,
net of tax.
6. Supplementary Cash Flow Information
Interest paid for the six months ended June 30, 1996 and 1995 was $10.5
million and $10.8 million, respectively.
Taxes paid for the six months ended June 30, 1996 and 1995 was $6.9
million and $6.5 million, respectively.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
FOR THE THREE AND SIX MONTHS ENDED JUNE 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 June 30, 1996 increased 3.1% compared to
the same period in 1995. The effect of the stronger U.S. dollar as compared to
the second quarter of 1995 was to decrease net sales by $1.5 million.
Excluding this effect, second quarter net sales increased 4.1% over 1995.
Net sales increased 6% to $340.1 million for the six months ended June 30,
1996 compared with the same period in 1995. Dollar rate effects were not
significant. For the six months ended June 30, 1996, sales increased in all
geographic regions. The sales gains were made despite a 3.9% reduction in paper
production and a 5.4% reduction in board production during the first six months
of 1996 in the United States. The latest data available indicates that total
production of paper and board in Western Europe fell by 6.4% in the first
quarter of 1996.
During the first half of 1996, a 5% price increase became effective in the
United States, and other price increases took effect in Canada and selective
European markets. It is expected that the average effect of price increases
for the full year will be about 2%.
Gross profit was 42.1% of net sales for the three months ended June 30, 1996
as compared to 42.5% for the same period in 1995 bringing the six month result
to 41.8% for 1996 as compared to 41.7% for 1995. Year to date variable costs
as a percent of net sales increased from 32.4% in 1995 to 32.7% 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 8.2% for the six
months ended June 30, 1996 as compared to the six months ended June 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, higher sales
commissions 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 12.8% for the six months
ended June 30,1996 as compared to 13.3% for the comparable period in 1995 and
was 13.2% for the three months ended June 30, 1996 as compared to 14.7% for
the same period last year due to items discussed above.
Interest expense decreased compared to the six months ended June 30, 1996,
despite higher total debt, due to lower interest rates during the six months
ended June 30, 1996 as compared to the same period in 1995.
6
Reasons for the changes in operating results for the three month period ended
June 30, 1996 as compared to the corresponding period in 1995 are similar to
those which affected the six month comparisons, except where specifically
noted.
LIQUIDITY AND CAPITAL RESOURCES:
Inventories increased $10.2 million and accounts receivable increased $5.6
million or 3.3% during the six months ended June 30, 1996. Market conditions
have resulted in customers requesting suppliers to either hold more inventory
than in past years or to extend payment terms beyond those historically
accepted. Management anticipates that these conditions may change and,
combined with internal programs focused on better managing accounts receivable
and inventories, some improvement is expected by year-end.
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 loss 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 six months ended June 30, 1996 were $24.5 million
as compared to $19.0 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 two quarters of 1996
and were related to the fourth quarter of 1995 and the first quarter of 1996.
The Company also declared a cash dividend of $.10 per share for the second
quarter of 1996, which will be paid in the third quarter of this year.
7
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on May 14, 1996 items subject to a
vote of security holders were the election of eight directors, the election of
auditors and the approval of the Directors' Annual Retainer Plan.
In the vote for the election of eight members of the Board of Directors of the
Company, the number of votes cast for, and the number of votes withheld from,
each of the nominees were as follows:
Nominee Number of Votes For Number of Votes Withheld Broker Nonvotes
- ------- ------------------- ------------------------ ----------------
Class A Class B Class A Class B Class A Class B
------- ------- ------- ------- ------- -------
J. Spencer Standish 21,596,625 56,154,630 78,464 - - -
Francis L. McKone 21,597,189 56,154,630 77,900 - - -
Charles B. Buchanan 21,597,189 56,154,630 77,900 - - -
Thomas R. Beecher, Jr. 21,597,189 56,154,630 77,900 - - -
Stanley I. Landgraf 21,596,625 56,154,630 78,464 - - -
Dr. Joseph G. Morone 21,597,189 56,154,630 77,900 - - -
Allan Stenshamn 21,596,857 56,154,630 78,232 - - -
Barbara P. Wright 21,596,625 56,154,630 78,464 - - -
In the vote on the motion to appoint the firm of Coopers & Lybrand L.L.P. as
the Company's auditor for 1996, the number of votes cast for, the number cast
against, and the number of votes abstaining with respect to such resolution
were as follows:
Number of Votes For Number of Votes Against Number of Votes Abstaining Broker Nonvotes
Class A Class B Class A Class B Class A Class B Class A Class B
- ------- ------- ------- ------- ------- ------- ------- -------
21,652,732 56,154,630 12,218 - 10,139 - - -
In the vote on the resolution to approve the Director's Annual Retainer Plan,
the number of votes cast for, the number cast against, and the number of votes
abstaining with respect to such resolution were as follows:
Number of Votes For Number of Votes Against Number of Votes Abstaining Broker Nonvotes
Class A Class B Class A Class B Class A Class B Class A Class B
------- ------- ------- ------- ------- ------- ------- -------
21,322,102 56,154,630 67,209 _ 285,778 - - -
8
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
No reports on Form 8-K were filed during the quarter ended
June 30, 1996.
Exhibit No. Description
- ----------- -----------
11. Schedule of computation of primary and fully diluted
net income per share
27. Financial data schedule
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: August 9, 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 six months
ended June 30, ended June 30,
1996 (1) 1995 (1) 1996 (1) 1995 (1)
- ------------ ----------- ----------- -----------
30,375,488 30,162,578 Common stock outstanding at end of period 30,375,488 30,162,578
Adjustments to ending shares to arrive at
weighted average for the period:
(22,053) (20,073) Shares contributed to E.S.O.P. (2) (80,129) (49,872)
(4,577) (26,796) Shares issued under option or to Directors (2) (6,416) (49,322)
- - Treasury shares purchased (2) 27,780 17,735
- ------------ ----------- ----------- -----------
30,348,858 30,115,709 Weighted average number of shares 30,316,723 30,081,119
============ =========== =========== ===========
$12,148 $11,631 Income before extraordinary item $21,300 $19,320
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 $1,296 -
- ------------ ----------- ----------- -----------
$12,148 $11,631 Net income $20,004 $19,320
============ =========== =========== ===========
$0.40 $0.38 Income per share before extraordinary item (3) $0.70 $0.64
- - Extraordinary loss on early extinguishment of debt(3) (0.04) -
- ------------ ----------- ----------- -----------
$0.40 $0.38 Net income per share (3) $0.66 $0.64
============ =========== =========== ===========
(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 six months:
January 31, 1995 12,346 * (30/181) 2,046
February 23, 1995 656 * (53/181) 192
February 28, 1995 13,324 * (58/181) 4,270
February 28, 1995 37,040 * (58/181) 11,869
March 31, 1995 12,697 * (89/181) 6,243
April 30, 1995 9,968 * (119/181) 6,554
May 31, 1995 10,301 * (150/181) 8,537
June 30, 1995 10,217 * (180/181) 10,161
--------
49,872
========
January 31, 1996 12,969 * (30/182) 2,138
February 29, 1996 136,670 * (59/182) 44,305
March 31, 1996 11,616 * (90/182) 5,744
April 30, 1996 10,790 * (120/182) 7,114
May 31, 1996 12,658 * (151/182) 10,502
June 30, 1996 10,383 * (181/182) 10,326
--------
80,129
========
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:
April 30, 1995 9,968 * (29/91) 3,177
May 31, 1995 10,301 * (60/91) 6,792
June 30, 1995 10,217 * (90/91) 10,104
---------
20,073
=========
April 30, 1996 10,790 * (29/91) 3,438
May 31, 1996 12,658 * (60/91) 8,346
June 30, 1996 10,383 * (90/91) 10,269
---------
22,053
=========
SHARES ISSUED UNDER OPTION OR TO DIRECTORS:
For the six months:
April 12, 1995 25,000 * (101/181) 13,950
April 27, 1995 5,000 * (116/181) 3,204
May 1, 1995 20,000 * (120/181) 13,260
June 2, 1995 7,500 * (152/181) 6,298
June 6, 1995 14,000 * (156/181) 12,066
June 14, 1995 600 * (164/181) 544
---------
49,322
=========
May 20, 1996 2,255 * (140/182) 1,735
May 22, 1996 6,000 * (142/182) 4,681
---------
6,416
=========
For the three months:
April 12, 1995 25,000 * (11/91) 3,022
April 27, 1995 5,000 * (26/91) 6,593
May 1, 1995 20,000 * (30/91) 6,593
June 2, 1995 7,500 * (62/91) 5,110
June 6, 1995 14,000 * (66/91) 10,154
June 14, 1995 600 * (74/91) 488
---------
26,796
=========
May 20, 1996 2,255 * (49/91) 1,214
May 22, 1996 6,000 * (51/91) 3,363
---------
4,577
=========
TREASURY SHARES PURCHASED:
For the six months:
February 16, 1995 15,000 * (46/181) 3,812
March 14, 1995 35,000 * (72/181) 13,923
---------
17,735
=========
January 17, 1996 91,000 * (16/182) 8,000
March 13, 1996 50,000 * (72/182) 19,780
---------
27,780
=========
(3) Dilutive common stock equivalents are not material and therefore are
not included in the calculation of primary earnings per common share.
ALBANY INTERNATIONAL CORP.
EXHIBIT 11
SCHEDULE OF COMPUTATION OF PRIMARY AND FULLY DILUTED NET INCOME PER SHARE
(in thousands, except per share data)
FULLY DILUTED EARNINGS PER SHARE:
For the three months For the six months
ended June 30, ended June 30,
1996 1995 1996 1995
- ----------- ----------- ----------- -----------
30,348,858 30,115,709 Weighted average number of shares 30,316,723 30,081,119
391,516 653,677 Incremental shares of unexercised options (4) 391,516 653,677
- 5,712,450 Convertible shares of subordinated debentures (5) - 5,712,450
- ----------- ----------- ----------- -----------
30,740,374 36,481,836 Adjusted weighted average number of shares 30,708,239 36,447,246
=========== =========== =========== ===========
$12,148 $13,056 Income before extraordinary item $21,300 $22,170
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 $1,296 -
- ----------- ----------- ----------- -----------
$12,148 $13,056 Net income (including after-tax income adjustment) $20,004 $22,170
=========== =========== =========== ===========
$0.40 $0.36 Income per share before extraordinary item $0.69 $0.61
- - Extraordinary loss on early extinguishment of debt (0.04) -
- ----------- ----------- ----------- -----------
$0.40 $0.36 Fully diluted net income per share $0.65 $0.61
=========== =========== =========== ===========
(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
June 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
6-MOS
DEC-31-1996
JUN-30-1996
6,561
0
181,240
5,242
171,647
372,797
637,080
295,288
814,089
147,289
222,647
0
0
31
313,181
814,089
340,148
340,148
197,982
296,322
(28)
232
8,515
35,107
13,694
21,300
0
(1,296)
0
20,004
.66
.66
