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, 1997
-------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number: 0-16214
-------
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 25,137,101 shares of Class A Common Stock and 5,615,563
shares of Class B Common Stock outstanding as of June 30, 1997.
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, 1997 and 1996 1
Consolidated balance sheets - June 30, 1997 and December 31, 1996 2
Consolidated statements of cash flows - six months ended June 30, 1997 and 1996 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,
1997 1996 1997 1996
---- ---- ---- ----
$181,904 $172,081 Net sales $353,724 $340,148
103,218 99,675 Cost of goods sold 203,223 197,982
------- ------ ------- -------
78,686 72,406 Gross profit 150,501 142,166
52,493 49,740 Selling, technical and general expenses 101,986 98,572
------ ------ ------- ------
26,193 22,666 Operating income 48,515 43,594
3,837 4,000 Interest expense, net 7,725 8,515
441 (1,135) Other expense/(income), net 1,024 (28)
--- ------ ----- ---
21,915 19,801 Income before income taxes 39,766 35,107
8,547 7,724 Income taxes 15,508 13,694
----- ----- ------ ------
13,368 12,077 Income before associated companies 24,258 21,413
103 71 Equity in earnings/(losses) of associated companies 96 (113)
--- -- -- ----
13,471 12,148 Income before extraordinary item 24,354 21,300
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 - 1,296
---- ---- ---- -----
13,471 12,148 Net income 24,354 20,004
213,982 175,901 Retained earnings, beginning of period 206,308 171,082
3,220 3,036 Less dividends 6,429 6,073
----- ----- ----- -----
$224,233 $185,013 Retained earnings, end of period $224,233 $185,013
======== ======== ======== ========
Income/(loss) per common share:
$0.44 $0.40 Income before extraordinary item $0.80 $0.70
- - Extraordinary loss on early extinguishment of debt - (0.04)
----- ----- ----- -----
$0.44 $0.40 Net income $0.80 $0.66
===== ===== ===== =====
$0.105 $0.10 Dividends per common share $0.21 $0.20
====== ===== ===== =====
30,664,081 30,348,858 Weighted average number of shares 30,605,710 30,316,723
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
1
ALBANY INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
June 30, December 31,
1997 1996
---------------- ----------------
ASSETS
Cash and cash equivalents $10,875 $8,034
Accounts receivable, net 175,671 179,516
Inventories:
Finished goods 100,111 98,605
Work in process 41,801 40,568
Raw material and supplies 32,819 33,808
---------------- ----------------
174,731 172,981
Deferred taxes and prepaid expenses 16,167 16,879
---------------- ----------------
Total current assets 377,444 377,410
Property, plant and equipment, net 324,322 339,461
Investments in associated companies 2,209 2,060
Intangibles 43,082 44,954
Deferred taxes 28,637 27,756
Other assets 36,711 33,059
---------------- ----------------
Total assets $812,405 $824,700
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and loans payable $46,446 $65,165
Accounts payable 29,851 32,813
Accrued liabilities 56,458 59,755
Current maturities of long-term debt 2,432 2,295
Income taxes payable and deferred 9,631 13,068
---------------- ----------------
Total current liabilities 144,818 173,096
Long-term debt 193,954 187,100
Other noncurrent liabilities 102,999 97,579
Deferred taxes and other credits 41,345 38,162
---------------- ----------------
Total liabilities 483,116 495,937
---------------- ----------------
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
25,141,815 in 1997 and 24,865,573 in 1996 25 25
Class B Common Stock, par value $.001 per share;
authorized 25,000,000 shares; issued and
outstanding 5,615,563 in 1997 and 1996 6 6
Additional paid in capital 182,989 177,412
Retained earnings 224,233 206,308
Translation adjustments (65,390) (42,340)
Pension liability adjustment (12,483) (12,483)
---------------- ----------------
329,380 328,928
Less treasury stock (Class A), at cost (4,714 shares
in 1997; 16,511 shares in 1996) 91 165
---------------- ----------------
Total shareholders' equity 329,289 328,763
---------------- ----------------
Total liabilities and shareholders' equity $812,405 $824,700
================ ================
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,
1997 1996
----------------- -----------------
OPERATING ACTIVITIES
Net income $24,354 $20,004
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in (earnings)/losses of associated companies (96) 113
Depreciation and amortization 22,260 22,846
Accretion of convertible subordinated debentures - 353
Provision for deferred income taxes, other credits and long-term liabilities 7,833 270
Increase in cash surrender value of life insurance, net of premiums paid (1,032) (972)
Unrealized currency transaction losses/(gains) 1,732 (8)
(Gain)/loss on disposition of assets (20) 535
Shares contributed to ESOP 2,736 3,719
Loss on early extinguishment of debt - 1,296
Changes in operating assets and liabilities:
Accounts receivable 1,933 (5,576)
Inventories (2,053) (10,266)
Prepaid expenses 1,071 504
Accounts payable (2,962) (8,999)
Accrued liabilities (715) (7,347)
Income taxes payable (3,561) 9,189
Other, net (4,105) (2,491)
----------------- -----------------
Net cash provided by operating activities 47,375 23,170
----------------- -----------------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (23,106) (24,511)
Purchased software (508) (1,350)
Proceeds from sale of assets 66 1,800
----------------- -----------------
Net cash used in investing activities (23,548) (24,061)
----------------- -----------------
FINANCING ACTIVITIES
Proceeds from borrowings 29,083 153,952
Principal payments on debt (38,133) (144,675)
Proceeds from options exercised 3,708 101
Tax benefit of options exercised 626 -
Purchases of treasury shares (1,421) (2,552)
Dividends paid (6,255) (6,067)
----------------- -----------------
Net cash (used)/provided by financing activities (12,392) 759
----------------- -----------------
Effect of exchange rate changes on cash (8,594) (916)
----------------- -----------------
Increase/(decrease) in cash and cash equivalents 2,841 (1,048)
Cash and cash equivalents at beginning of year 8,034 7,609
----------------- -----------------
Cash and cash equivalents at end of period $10,875 $6,561
================= =================
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, 1996.
2. Other Expense/(Income), Net
Included in other expense/(income), net for the six months ended June
30 are: currency transactions, $.7 million income in 1997 and $1.9 million
income in 1996, amortization of debt issuance costs and loan origination fees,
$.4 million in 1997 and $.5 million in 1996, interest rate protection
agreements, $.7 million income in 1997 and $.3 million income in 1996 and other
miscellaneous expenses/(income), none of which are significant, in 1997 and
1996.
Included in other expense/(income), net for the three months ended June
30 are: currency transactions, $.3 million income in 1997 and $2.0 million
income in 1996, amortization of debt issuance costs and loan origination fees,
$.2 million in 1997 and 1996, interest rate protection agreements, $.5 million
income in 1997 and $.6 million income in 1996 and other miscellaneous
expenses/(income), none of which are significant, in 1997 and 1996.
3. Earnings Per Share
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 earnings per share at June 30, 1997 and 1996.
Effective December 15, 1997, the Company is required to adopt Financial
Accounting Standard No. 128, "Earnings per Share". This Standard requires both
basic and diluted earnings per share to be reported for all periods presented.
When income/(loss) per common share is calculated in accordance with this
Standard, for the three and six months ended June 30, 1997 and 1996, basic and
diluted income/(loss) per common share do not significantly differ from reported
amounts.
4. Income Taxes
The Company's effective tax rate for the six months ended June 30, 1997
and 1996 was 39% and approximates the anticipated effective tax rate for the
full year 1997.
4
5. Supplementary Cash Flow Information
Interest paid for the six months ended June 30, 1997 and 1996 was $7.3
million and $10.5 million, respectively.
Taxes paid for the six months ended June 30, 1997 and 1996 was $7.7
million and $6.9 million, respectively.
6. Accounting for Derivatives
Gains or losses on forward exchange contracts that function as an
economic hedge against currency fluctuation effects on future revenue streams
are recorded in "Other expense/(income), net".
Gains or losses on forward exchange contracts that are designated a
hedge of a foreign operation's net assets and/or long-term intercompany loans
are recorded in "Translation adjustments" , a separate component of
shareholders' equity. These contracts reduce the risk of currency exposure on
foreign currency net assets and do not exceed the foreign currency amount being
hedged. To the extent the above criteria are not met, or the related assets
are sold, extinguished, or terminated, activity associated with such hedges
is recorded in "Other expense/(income), net".
All open positions on forward exchange contracts are valued at fair
value using the estimated forward rate of a matching contract.
Gains or losses on futures contracts are recorded in "Other expense/
(income), net". Open positions are valued at fair value using quoted market
rates.
5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
For the Three and Six Months Ended June 30, 1997
The following discussion should be read in conjunction with the accompanying
Consolidated Financial Statements and Notes thereto.
RESULTS OF OPERATIONS:
Net sales increased to $181.9 million for the three months ended June 30, 1997
as compared to $172.1 million for the three months ended June 30, 1996. The
effect of the stronger U.S. dollar as compared to the second quarter of 1996 was
to decrease net sales by $7.0 million. Excluding this effect and the 1996
acquisition of Schieffer Door Systems ("Schieffer"), 1997 net sales increased
5.8% as compared to 1996.
Net sales increased 4% to $353.7 million for the six months ended June 30, 1997
compared with the same period in 1996. The effect of the stronger U.S. dollar as
compared to the first six months of 1996 was to decrease net sales by $11.9
million. Excluding this effect and Schieffer, 1997 net sales increased 3.1% as
compared to 1996.
Geographically, net sales for the six months ended June 30, 1997, as compared to
the same period in 1996, increased in the U.S. and decreased in Canada. The
decrease in Canada is due to poor economic conditions in the Canadian paper
industry and lower exports to Asia due to high inventories in that region. Net
sales in Europe decreased primarily due to the effect of the stronger U.S.
dollar.
Gross profit was 43.3% of net sales for the three months ended June 30, 1997 as
compared to 42.1% for the same period in 1996 bringing the six month result to
42.5% for 1997 as compared to 41.8% for 1996. Excluding the effect of Schieffer,
gross profit was 43.4% and 42.9% of net sales for the three and six months ended
June 30, 1997, respectively. Year to date variable costs as a percent of net
sales increased from 32.7% in 1996 to 33.5% for the same period in 1997.
Excluding the effect of Schieffer, variable costs as a percent of net sales
would have declined to 32.4% in 1997.
Selling, technical, general and research expenses, excluding Schieffer, were
flat for the six months ended June 30, 1997 as compared to the same period in
1996. Excluding the additional effect of translation of non-U.S. currencies into
fewer U.S. dollars, these expenses increased 3%.
Operating income as a percentage of net sales increased to 13.7% for the six
months ended June 30, 1997 from 12.8% for the comparable period in 1996 and
increased to 14.4% for the three months ended June 30, 1997 from 13.2% in 1996,
due to items discussed above.
The tax rate for the six months ended June 30, 1997 and 1996 was 39.0% and
approximates the anticipated effective rate for the full year 1997.
6
Reasons for the changes in operating results for the three month period ended
June 30, 1997 as compared to the corresponding period in 1996 are similar to
those which affected the six month comparisons, except where specifically noted.
LIQUIDITY AND CAPITAL RESOURCES:
Accounts receivable decreased $3.8 million from December 31, 1996. Excluding the
effect of the stronger U.S. dollar accounts receivable increased $2.3 million.
Inventories increased $1.7 million during the six months ended June 30, 1997.
Excluding the effect of the stronger U.S. dollar, inventories increased $7.3
million.
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 $230 million in committed
and available unused long-term debt capacity with financial institutions.
Management believes that this debt capacity, in combination with expected free
cash flows, should be sufficient to meet operating requirements and for business
opportunities and most acquisitions which support corporate strategies.
Capital expenditures for the six months ended June 30, 1997 were $23.1 million
as compared to $24.5 million for the same period last year. The Company
anticipates that capital expenditures, excluding the capital equivalent of
leases, will be approximately $60 million for the full year. The largest single
capital expenditure will be approximately $15 million to complete the
construction of a new manufacturing facility in South Korea. The Company will
continue to finance these expenditures with cash from operations and existing
credit facilities.
A cash dividend of $.10 per share, which was declared for the fourth quarter of
1996, was paid in the first quarter of 1997. The Company also declared a cash
dividend of $.105 per share for the first quarter of 1997, which was paid in the
second quarter of this year, and a cash dividend of $.105 per share for the
second quarter of 1997 which will be paid in the third quarter of this year.
Effective December 15, 1997, the Company is required to adopt Financial
Accounting Standard No. 128, "Earnings per Share". This Standard requires both
basic and diluted earnings per share to be reported for all periods presented.
When income/(loss) per common share is calculated in accordance with this
Standard, for the three and six months ended June 30, 1997 and 1996, basic and
diluted income/(loss) per common share do not significantly differ from reported
amounts.
7
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on April 16, 1997 items subject to a
vote of security holders were the election of eight directors and the election
of auditors.
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 22,004,864 56,154,630 109,209 - - -
Francis L. McKone 22,004,814 56,154,630 109,259 - - -
Charles B. Buchanan 22,004,755 56,154,630 109,318 - - -
Thomas R. Beecher, Jr. 22,004,326 56,154,630 109,748 - - -
Stanley I. Landgraf 22,004,016 56,154,630 110,057 - - -
Dr. Joseph G. Morone 22,004,864 56,154,630 109,209 - - -
Allan Stenshamn 22,004,864 56,154,630 109,209 - - -
Barbara P. Wright 22,004,216 56,154,630 109,857 - - -
In the vote on the motion to appoint the firm of Coopers & Lybrand L.L.P. as the
Company's auditor for 1997, 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
------- ------- ------- ------- ------- ------- ------- -------
22,031,307 56,154,630 17,480 - 65,285 - - -
8
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 1997.
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: August 5, 1997
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,
1997 (1) 1996 (1) 1997 (1) 1996 (1)
- ----------------- ---------------- ------------------- -------------------
30,752,664 30,375,488 Common stock outstanding at end of period 30,752,664 30,375,488
Adjustments to ending shares to arrive
at weighted average for the period:
(23,104) (22,053) Shares contributed to E.S.O.P. (2) (56,210) (80,129)
(66,929) (4,577) Shares issued under option (2) (101,921) (6,416)
1,451 - Treasury shares purchased (2) 11,177 27,780
- ----------------- ---------------- ------------------- -------------------
30,664,081 30,348,858 Weighted average number of shares 30,605,710 30,316,723
================= ================ =================== ===================
$13,471 $12,148 Income before extraordinary item $24,354 $21,300
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 - $1,296
- ----------------- ---------------- ------------------- -------------------
$13,471 $12,148 Net income $24,354 $20,004
================= ================ =================== ===================
$0.44 $0.40 Income per share before extraordinary item (3) $0.80 $0.70
- - Extraordinary loss on early extinguishment of debt (3) - ($0.04)
- ----------------- ---------------- ------------------- -------------------
$0.44 $0.40 Net income per share (3) $0.80 $0.66
================= ================ =================== ===================
(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
ADJUSTMENTS TO ENDING SHARES: Number of days in period
------------------------------------------
Three months Six months
------------------- -------------------
1996 91 182
1997 91 181
=================== ===================
Reciprocal days Shares adjustment
- ------------------------------------- --------------------------------------------------------
Three months Six months Shares Three months Six months
- ----------------- ---------------- --------------------------------- -------------------
1996
Shares Contributed to ESOP:
- 30 31-Jan-96 12,969 - 2,138
- 59 29-Feb-96 136,670 - 44,305
- 90 31-Mar-96 11,616 - 5,744
29 120 30-Apr-96 10,790 3,438 7,114
60 151 31-May-96 12,658 8,346 10,502
90 181 30-Jun-96 10,383 10,269 10,326
------------------- -------------------
Totals 22,053 80,129
=================== ===================
Shares Issued Under Option or to Directors:
49 140 20-May-96 2,255 1,214 1,735
51 142 22-May-96 6,000 3,363 4,681
------------------- -------------------
Totals 4,577 6,416
=================== ===================
Treasury Shares Purchased:
- 16 17-Jan-96 91,000 - 8,000
- 72 13-Mar-96 50,000 - 19,780
------------------- -------------------
Totals - 27,780
=================== ===================
1997
Shares Contributed to ESOP:
- 30 31-Jan-97 12,002 - 1,989
- 58 28-Feb-97 58,773 - 18,833
- 89 31-Mar-97 12,126 - 5,963
29 119 30-Apr-97 12,380 3,945 8,139
60 150 31-May-97 12,193 8,039 10,105
90 180 30-Jun-97 11,243 11,119 11,181
------------------- -------------------
Totals 23,104 56,210
=================== ===================
Shares Issued Under Option or to Directors:
- 1 02-Jan-97 200 - 1
- 2 03-Jan-97 3,600 - 40
- 5 06-Jan-97 10,000 - 276
- 6 07-Jan-97 900 - 30
- 7 08-Jan-97 5,000 - 193
- 29 30-Jan-97 37,300 - 5,976
- 33 03-Feb-97 20,000 - 3,646
- 37 07-Feb-97 5,000 - 1,022
- 42 12-Feb-97 27,000 - 6,265
- 43 13-Feb-97 1,400 - 333
- 44 14-Feb-97 28,600 - 6,952
- 48 18-Feb-97 10,000 - 2,652
1 91 02-Apr-97 1,800 20 905
20 110 21-Apr-97 2,922 642 1,776
69 159 09-Jun-97 2,500 1,896 2,196
72 162 12-Jun-97 17,900 14,163 16,021
73 163 13-Jun-97 10,200 8,182 9,186
78 168 18-Jun-97 8,700 7,457 8,075
79 169 19-Jun-97 19,200 16,668 17,927
85 175 25-Jun-97 5,000 4,670 4,834
86 176 26-Jun-97 14,000 13,231 13,613
------------------- -------------------
Totals 66,929 101,921
=================== ===================
Treasury Shares Purchased:
- 26 27-Jan-97 57,500 - 8,260
30 120 01-May-97 4,400 1,451 2,917
------------------- -------------------
1,451 11,177
=================== ===================
(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 six months
ended June 30, ended June 30,
1997 1996 1997 1996
- ----------------- ---------------- ------------------- -------------------
30,664,081 30,348,858 Weighted average number of shares 30,605,710 30,316,723
367,993 391,516 Incremental shares of unexercised options (4) 367,993 391,516
- ----------------- ---------------- ------------------- -------------------
31,032,074 30,740,374 Adjusted weighted average number of shares 30,973,703 30,708,239
================= ================ =================== ===================
$13,471 $12,148 Income before extraordinary item $24,354 $21,300
Extraordinary loss on early extinguishment of debt,
- - net of tax of $828 - $1,296
- ----------------- ---------------- ------------------- -------------------
$13,471 $12,148 Net income (including after-tax income adjustment) $24,354 $20,004
================= ================ =================== ===================
$0.43 $0.40 Income per share before extraordinary item $0.79 $0.69
- - Extraordinary loss on early extinguishment of debt - ($0.04)
- ----------------- ---------------- ------------------- -------------------
$0.43 $0.40 Fully diluted net income per share $0.79 $0.65
================= ================ =================== ===================
(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
1,000
6-MOS
DEC-31-1997
JUN-30-1997
10,875
0
179,881
4,211
174,731
377,444
624,501
300,179
812,405
144,818
193,954
0
0
31
329,258
812,405
353,724
353,724
203,223
305,960
1,024
(751)
7,725
39,766
15,508
24,354
0
0
0
24,354
0.80
0.80
