SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from Not Applicable to
Commission file number 1-6016
THE ALLEN GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-0290950
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
25101 Chagrin Boulevard, Suite 350, Beachwood, Ohio 44122
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) 216-765-5818
NOT APPLICABLE
Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock:
Outstanding at
Class of Common Stock July 29, 1994
Par value $1.00 per share 26,040,878
Exhibit Index is on page 17 of this report.
Page 1 of 18 Pages.
THE ALLEN GROUP INC.
TABLE OF CONTENTS
Page
No.
PART I. Financial Information:
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets -
June 30, 1994 and December 31, 1993 3
Consolidated Statements of Income
Three Months and Six Months Ended
June 30, 1994 and 1993 4
Consolidated Condensed Statements of
Cash Flows - Six Months Ended
June 30, 1994 and 1993 5
Notes to Consolidated Condensed
Financial Statements 6 - 8
Item 2 - Management's Discussion and
Analysis of Financial Condition and
Results of Operations 9 - 12
PART II. Other Information:
Item 4 - Submission of Matters to a Vote
of Security Holders 13 - 14
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 16
Exhibit Index 17
<TABLE>
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
THE ALLEN GROUP INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands)
<CAPTION>
June 30, December 31,
1994 1993
(Unaudited)
<S> <C> <C>
ASSETS:
Current Assets:
Cash and equivalents $ 25,077 $ 11,173
Accounts receivable (Note 2) 62,564 54,721
Receivable from joint venture 544 242
Note receivable (Note 6) - 6,579
Inventories (Note 3) 56,501 56,828
Prepaid expenses 994 1,021
Other current asset (Note 8) 13,745 -
Total current assets 159,425 130,564
Property, plant and equipment, net 53,371 51,898
Net investments in and advances to
joint venture 22,648 23,042
Excess of cost over net assets of
businesses acquired 58,690 59,578
Long-term portion of note
receivable (Note 6) - 13,158
Other assets 38,728 46,398
TOTAL ASSETS $332,862 $324,638
LIABILITIES:
Current Liabilities:
Notes payable and current maturities
of long-term obligations $ 5,615 $ 839
Accounts payable 19,004 20,180
Accrued expenses 33,224 32,697
Income taxes payable 6,505 5,040
Total current liabilities 64,348 58,756
Long-term debt 45,104 51,758
Other liabilities and deferred credits 18,121 18,963
TOTAL LIABILITIES 127,573 129,477
STOCKHOLDERS' EQUITY
Common stock 29,105 29,058
Paid-in capital 160,475 159,989
Retained earnings 41,631 32,671
Translation adjustments 17 (90)
Less: Treasury stock (common, at cost) (17,734) (17,916)
Unearned compensation (5,846) (6,192)
Minimum pension liability adjustment (2,359) (2,359)
TOTAL STOCKHOLDERS' EQUITY 205,289 195,161
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $332,862 $324,638
See accompanying notes to the Consolidated Condensed Financial Statements.
</TABLE>
<TABLE>
THE ALLEN GROUP I
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands)
(Unaudited)
<CAPTION> Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
Pro Pro
Actual Forma Actual Forma
(Note 1) (Note 1)
<S> <C> <C> <C> <C> <C> <C>
SALES $81,774 $69,410 $69,410 $158,716 $135,437 $135,437
Cost and Expenses:
Cost of Sales (57,439) (47,606) (47,606) (111,688) (92,686) (92,686)
Selling, General and Administrative
Expenses (13,244) (12,556) (12,556) (25,430) (24,050) (24,050)
Equity in Earnings (Loss) of Joint
Venture 99 202 202 (894) (599) (599)
Interest and Financing Expenses (726) (1,113) (1,113) (1,272) (2,118) (2,118)
INCOME BEFORE TAXES 10,464 8,337 8,337 19,432 15,984 15,984
PROVISION FOR INCOME TAXES (Note 4) (3,992) (1,392) (3,176) (7,570) (2,270) (6,234)
INCOME FROM CONTINUING OPERATIONS 6,472 6,945 5,161 11,862 13,714 9,750
DISCONTINUED OPERATIONS (Note 6):
Loss from Discontinued operations - (2,817) (1,744) - (4,563) (2,783)
Loss on Sale of Discontinued Operations - (2,936) (1,817) - (2,936) (1,791)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES - - - - 2,102 2,102
NET INCOME $ 6,472 $ 1,192 $ 1,600 $ 11,862 $ 8,317 $ 7,278
NET INCOME APPLICABLE TO COMMON STOCK $ 6,472 $ 186 $ 594 $ 11,862 $ 6,305 $ 5,266
EARNINGS PER COMMON SHARE (Note 5):
Primary and fully diluted:
Income from Continuing Operations $.25 $.29 $.20 $.46 $.57 $.38
Discontinued Operations:
Loss from Discontinued Operations - (.14) (.08) - (.22) (.13)
Loss on Sale of Discontinued Operations - (.14) (.09) - (.14) (.09)
Cumulative Effect of Change in
Accounting for Income Taxes - - - - .10 .10
NET INCOME $.25 $.01 $.03 $.46 $.31 $.26
See accompanying notes to the Consolidated Condensed Financial Statements.
</TABLE>
<TABLE>
THE ALLEN GROUP INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts In Thousands)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
<S> <C> <C>
Cash provided by operating
activities $15,269 $ 3,610
Cash flows from investing activities:
Capital expenditures (6,799) (4,705)
Sales and retirements of fixed assets 904 496
Centralized emissions inspection
program assets to be sold (Note 8) (10,160) -
Capitalized software product costs (935) (1,287)
Proceeds from sale of automotive diagnostics
and lease financing business 19,737 21,000
Loans to joint venture - (1,250)
Other (486) -
Cash provided by investing activities 2,261 14,254
Cash flows from financing activities:
Net repayments of long-term debt (1,878) (349)
Dividends paid (2,083) (3,229)
Dividends received from discontinued
lease financing operations - 3,234
Exercise of stock options 39 1,636
Treasury stock sold to employee
benefit plans 296 366
Cash (used) provided by financing activities (3,626) 1,658
Net cash provided 13,904 19,522
Net cash used by discontinued lease
financing operations (Note 6) - (34)
Total Company increase in cash 13,904 19,488
Cash at beginning of year 11,173 4,425
Cash at end of period $25,077 $23,913
See accompanying notes to the Consolidated Condensed Financial Statements.
</TABLE>
THE ALLEN GROUP INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. General:
In the opinion of management of The Allen Group Inc. (the
"Company"), the accompanying unaudited consolidated condensed
interim financial statements reflect all adjustments necessary to
present fairly the financial position of the Company as of June 30,
1994 and the results of its operations and cash flows for the
periods ended June 30, 1994 and 1993. The results of operations for
such interim periods are not necessarily indicative of the results
for the full year. The year-end 1993 consolidated condensed balance
sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting
principles. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
Pro forma results of operations for the three and six months ended
June 30, 1993 reflect the results of operations as if the Company
had provided for income taxes at the comparable effective tax rates
recorded in 1994. The effective tax rates for the three months and
six months ended June 30, 1993 (16.7% and 14.2%, respectively) are
lower than the 1994 rates due to the final utilization of U.S. net
operating loss carryforwards to reduce income tax expense in 1993.
Such pro forma information is presented for comparative information
purposes only.
2. Accounts Receivable:
Accounts receivable are net of the following allowances for doubtful
accounts (amounts in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
<S> <C> <C>
Allowance for doubtful
accounts $1,504 $1,270
</TABLE>
3. Inventories:
Inventories consisted of the following (amounts in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
<S> <C> <C>
Raw Materials $35,358 $33,541
Work-In-Process 12,515 14,191
Finished Goods 8,628 9,096
$56,501 $56,828
</TABLE>
4. Income Taxes:
A reconciliation of the provision for income taxes at the Federal
statutory rates to the reported tax provision is as follows (amounts
in thousands):
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Provision computed at the
U.S. Federal statutory rate $3,662 $2,835 $6,801 $5,435
State and local income taxes,
net of Federal income tax
benefit 338 221 650 403
Net impact of tax rates on
foreign income (159) 746 (148) 512
Tax benefit from recognition
of U.S. net operating loss
carryforward to reduce
income tax expense - (2,410) - (4,080)
Other 151 - 267 -
$3,992 $1,392 $7,570 $2,270
</TABLE>
5. Earnings Per Common Share:
The primary earnings per common share calculations are determined
after deducting dividends on outstanding preferred stock (prior to
redemption in July 1993) and are based upon the weighted average
number of common and common equivalent shares outstanding during
each period. The calculations also include, if dilutive, the
incremental number of common shares issuable on a pro forma basis
upon exercise of employee stock options, assuming the proceeds are
used to repurchase outstanding common shares at the average market
price during the period. The number of shares used in these
calculations approximated 25,966,000 and 25,950,000 for the three
months and six months ended June 30, 1994, respectively, and
20,518,000 and 20,421,000 for the three months and six months ended
June 30, 1993, respectively. The higher amount of average primary
shares in 1994, as compared with 1993, is a result of the conversion
of the Company's convertible preferred stock and a portion of its
convertible debentures into common shares during the second half of
1993. Prior to conversion, such convertible securities were and, to
the extent convertible debentures remain outstanding, are included
only in the computation of fully diluted earnings per common share.
The calculation of fully diluted earnings per common share begins
with the primary calculation but further reflects, if dilutive, the
conversion of the preferred stock and convertible debentures into
common shares at the beginning of the period. This calculation
resulted in no dilution for the periods ended June 30, 1994 and
1993. Earnings per common share for 1993 have been restated to
reflect the two-for-one stock split declared in September, 1993.
6. Note Receivable:
In connection with the sale of its automotive diagnostic and
emission test equipment business and related lease finance operation
in 1993, the Company received an 8% Subordinated Note in the amount
of $19,737,000 dated June 11, 1993 (the "Note"). The Note
originally provided for the payment of three equal annual
installments of $6,579,000, plus interest, on June 11 of 1994, 1995
and 1996. However, on May 4, 1994 the Company was paid in full
pursuant to an existing prepayment option. The results of
operations for the three months and six months ended June 30, 1993
reflect the aforementioned disposed product lines as discontinued
operations.
7. Supplemental Cash Flow Disclosures:
Depreciation expense, from continuing operations, included in "Cash
provided by operating activities" amounted to $3,676,000 and
$3,303,000 for the periods ended June 30, 1994 and 1993,
respectively.
Information with respect to cash paid during the periods for
interest and income taxes is as follows:
<TABLE>
<CAPTION>
Six Months
Ended
June 30,
1994 1993
<S> <C> <C>
Interest paid $1,763 $3,720
Interest capitalized 140 -
Income taxes paid 19 2,200
</TABLE>
8. Other Current Asset:
The other current asset consists of costs accumulated under the
construction phase of the Company's contract for the State of
Maryland centralized emissions testing program. Under the terms of
the contract, the State will purchase the capital assets on the
start-up date which is scheduled for January 1, 1995. Accordingly,
costs accumulated under the contract are set forth in the
Consolidated Condensed Balance Sheet as a current asset.
THE ALLEN GROUP INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary:
For the six months ended June 30, 1994, The Allen Group Inc. ("the
Company") reported income from continuing operations of $11,862,000
($.46 per common share) compared to $13,714,000 ($.57 per common share)
during the comparable 1993 period. For the three months ended June 30,
1994, the Company reported income from continuing operations of
$6,472,000 ($.25 per common share) compared to $6,945,000 ($.29 per
common share) in 1993.
The decline in income from continuing operations is due solely to an
increased provision for income taxes as a result of the Company's
recognition of its remaining tax loss carryforwards in 1993 and its
resultant accrual of a full effective tax rate in 1994. In order to
demonstrate the impact upon operations of this increase in effective tax
rate, the Company has included a pro forma presentation of results of
operations in the Consolidated Statements of Income for the six months
and three months ended June 30, 1993, as if the Company had provided for
income taxes at the comparable effective tax rates recorded in 1994.
For the six and three months ended June 30, 1993, the Company applied
the 1994 effective tax rates of 39.0% and 38.1%, respectively. Under
this pro forma presentation, income from continuing operations for the
six months and three months ended June 30, 1993 would have been
$9,750,000 ($.38 per common share) and $5,161,000 ($.20 per common
share), respectively.
Income before taxes for the six and three months ended June 30, 1994
increased 21.6% and 25.5%, respectively, over the prior year principally
due to the continued strong performance of the Mobile Communications
segment and improved earnings in the Truck Products segment.
Sales:
Consolidated sales from continuing operations by industry segment
were:
<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
($ Millions) ($ Millions)
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Mobile Communications $51.4 $44.3 $ 99.9 $ 86.5
Truck Products 29.7 24.4 57.4 47.5
Centralized Automotive
Emissions Testing .7 .7 1.4 1.4
$81.8 $69.4 $158.7 $135.4
</TABLE>
Mobile Communications sales increased by $13.4 million and $7
million in the first half and second quarter of 1994, respectively, over
comparable periods in 1993. Such increase is due to strong demand for
microcells and Extend-A-Cells where the introduction of the Company's
new EAC 2000 with its modular flexibility of covering three to ten
channels has enhanced its popularity, as well as increased sales of base
station antennas.
Truck Product sales increased by $9.9 million and $5.3 million for
the six months and three months ended June 30, 1994, respectively,
compared to 1993. Higher sales of manufactured truck cabs and
radiators, resulting from increased production rates by original
equipment manufacturers (which form the major customer base of these
businesses), are primarily responsible for this increase.
Centralized Automotive Emissions Testing sales consist of revenues
from the Company's MARTA Technologies, Inc. ("MARTA") subsidiary. In
1993, MARTA was awarded the centralized emissions testing contracts for
the State of Maryland (a three-year program with two one-year options by
the State) and the El Paso, Texas region (a seven-year program).
Revenues from these programs, however, will not impact operating results
until 1995. The construction of these programs continues on schedule
for a January 1, 1995 start-up. Delays in the awarding of contracts
upon which MARTA previously submitted bids, and delays in requests for
new bids, have extended expectations for sales and profits from
additional new programs to a period beyond 1995. Much of this delay has
been caused by states seeking permission from the Federal Environmental
Protection Agency ("EPA") for hybrid testing programs that may include
both centralized and decentralized elements, after the EPA earlier this
year allowed California to implement such a hybrid program for a trial
period. While the EPA appears to be willing to consider some deviation
from its centralized testing only philosophy, it appears that it will
not allow totally decentralized emissions testing programs. Thus, there
continues to appear to be a strong role for the centralized emissions
testing operators in those states requiring such programs for their
clean air programs, and the Company continues to believe that it is well
positioned to participate in future awards.
Operating Income: Overall gross margins on product sales
approximated 29.6% and 31.6% of sales for the six months ended June 30,
1994 and 1993, and 29.8% and 31.4% for the three months ended June 30,
1994 and 1993, respectively. The lower gross margins reflect start-up
costs relating to the Crew Cab program in Louisville, Kentucky by the
Truck Products segment, and higher engineering costs incurred by the
Mobile Communications segment due to new product development. Selling,
general and administrative expenses were 16.0% and 17.8% of product
sales for the six months ended June 30, 1994 and 1993, respectively, and
16.2% and 18.1% for the three months ended June 30, 1994 and 1993,
respectively. Improved results are attributable to the spreading of
fixed costs on higher sales. Such improvement, however, is offset, in
part, by spending increases related to international marketing
development costs in the Mobile Communications segment.
Joint Venture Operations: For the six months ended June 30, 1994,
the Company reported an equity loss from its joint venture of $894,000,
compared to a loss of $599,000 for the comparable 1993 period. For the
three months ended June 30, 1994 and 1993, the Company reported equity
income of $99,000 and $202,000, respectively. Results for the periods
presented are attributable to GO/DAN Industries ("GDI"), a 50/50
partnership accounted for under the equity method. The losses reported
for the six month periods compared to the income reported for the three
months ended June 30, 1994 and 1993 reflect the seasonality of GDI's
business, which is traditionally weakest in the first quarter. While
sales and operating margins have improved in 1994, when compared with
1993, increased administrative costs have resulted in a decline in such
equity in earnings.
Interest and Financing Expense: Net interest and financing expense
for the six months and three months ended June 30, 1994 have declined
significantly over the comparable 1993 periods due to the conversion of
approximately 70% of the Company's convertible subordinated debentures
into common stock of the Company and to the investment of the cash
proceeds and interest earned on the Note received from the sale of the
automotive diagnostic and emission test equipment business and related
lease finance operations in June 1993 as well as cash generated from
operations.
Income Taxes: In 1994, the Company began accruing U.S. Federal
income taxes at the full statutory rate (35%) as a result of its
recognition of all remaining tax loss carryforwards in 1993. This
event, in combination with the impact of state taxes, results in an
estimated effective tax rate for the six months and three months ended
June 30, 1994 of 39.0% and 38.1%, respectively, as compared with 14.2%
and 16.7%, respectively, for the comparable 1993 periods. These tax
rates result in the significantly increased provision for income taxes
during 1994 (as well as that expected for the balance of 1994) when
compared with 1993. See Notes 1 and 4 of Notes to Consolidated
Condensed Financial Statements for additional information.
Discontinued Operations: On June 11, 1993, the Company completed
the sale of its Allen Testproducts division and related lease financing
operations to SPX Corporation; accordingly, the Consolidated Statement
of Income for the six months and three months ended June 30, 1993
reflect these product lines as discontinued operations.
Liquidity and Capital Resources
As set forth in the Consolidated Condensed Statements of Cash Flows,
the Company generated $15.3 million in cash from operations in the first
six months of 1994 as compared with $3.6 million in 1993. This increase
in cash generation is attributable primarily to increased income before
taxes from continuing operations and the impact of the elimination of
the discontinued operations which resulted in significant losses in
1993. In May, 1994 the Company received $21.2 million (including
accrued interest) as a full prepayment of the subordinated note relating
to the divestiture of the Allen Testproducts division and related lease
financing operations as described in Note 6 to the Consolidated
Condensed Financial Statements. At June 30, 1994, the Company had $5.6
million of short-term debt and $25.1 million of cash and equivalents.
This cash is invested in short-term obligations, which are accorded one
of the two highest ratings available from one of the nationally
recognized credit rating agencies. Management believes that the
continued profitability of the Company, a cash and short-term investment
balance of $25.1 million, available unused commitments under its long-
term credit facilities of $93 million and unused credit facilities and
lines for MARTA of $93 million is sufficient to provide liquidity to
fund growth.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company held on April
28, 1994, three proposals were voted upon by the Company's stockholders.
A brief description of each proposal voted upon at the Annual Meeting
and the number of votes cast for, against and withheld, as well as the
number of abstentions and brokers non-voters as to each such proposal,
are set forth below.
A vote by ballot was taken at the Annual Meeting for the election of
11 Directors of the Company to hold office until the next Annual Meeting
of Stockholders of the Company and until their respective successors
shall have been duly elected and qualified. The aggregate numbers of
shares of Common Stock (a) voted in person or by proxy for each nominee,
or (b) with respect to which proxies were withheld for each nominee,
together with (c) the number of broker non-votes as to each nominee,
were as follows:
<TABLE>
<CAPTION>
Broker
Nominee For Withheld Non-Votes
<S> <C> <C> <C>
Wade W. Allen 22,199,461 158,915 0
George A. Chandler 22,214,357 144,019 0
Philip Wm. Colburn 22,214,355 144,021 0
Jill K. Conway 22,213,610 144,766 0
Albert H. Gordon 22,202,694 155,682 0
William O. Hunt 22,215,658 142,718 0
J. Chisholm Lyons 22,213,735 144,641 0
Robert G. Paul 22,215,656 142,720 0
Charles W. Robinson 22,206,455 151,921 0
Richard S. Vokey 22,215,214 143,162 0
William M. Weaver, Jr. 22,196,245 162,131 0
</TABLE>
A vote by ballot was taken at the Annual Meeting on the proposal to
approve the adoption of the 1994 Non-Employee Directors Stock Option
Plan. The aggregate numbers of shares of Common Stock in person or by
proxy (a) voted for, (b) voted against or (c) abstaining from the vote
on such proposal, together with (d) the number of broker non-votes as to
such proposal, were as follows:
<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Votes
<C> <C> <C> <C>
21,330,793 965,038 62,545 0
A vote by ballot was taken at the Annual Meeting on the proposal to
ratify the appointment of Coopers & Lybrand as auditors for the Company
for the fiscal year ending December 31, 1994. The aggregate numbers of
shares of Common Stock in person or by proxy (a) voted for, (b) voted
against or (c) abstaining from the vote on such proposal, together with
(d) the number of broker non-votes on such proposal, were as follows:
Broker
For Against Abstain Non-Votes
<C> <C> <C> <C>
22,167,611 51,277 139,488 0
</TABLE>
The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 17, 1994, filed with the
Securities and Exchange Commission pursuant to Section 14(a) of the
Securities Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement re computation of earnings per common share.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter for
which this report is filed.
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.
The Allen Group Inc.
(Registrant)
Date: August 11, 1994 By: /s/ Robert A. Youdelman
Robert A. Youdelman
Senior Vice President-Finance
(Chief Financial Officer)
Date: August 11, 1994 By: /s/ James L. LePorte
James L. LePorte
Vice President and Controller
(Principal Accounting Officer)
THE ALLEN GROUP INC.
EXHIBIT INDEX
Page
(a) Exhibit Number:
(11) Statement re computation of earnings per
common share........................................... 18
<TABLE>
EXHIBIT 11
THE ALLEN GROUP INC.
EARNINGS PER COMMON SHARE DATA
(Amounts in Thousands)
Net income and common shares used in the calculations of earnings per common
share were computed as follows:
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Income:
Net income $ 6,472 $ 1,192 $11,862 $ 8,317
Less: Preferred stock dividends - (1,006) - (2,012)
Net income applicable to
common stock - primary
and fully diluted $ 6,472 $ 186 $11,862 $ 6,305
Common Shares:
Weighted average outstanding
common shares 25,335 19,632 25,328 19,581
Common stock equivalents 631 886 622 840
Common shares - primary 25,966 20,518 25,950 20,421
Common shares issuable for:
Stock options - 78 - 86
Conversion of preferred stock - - - -
Conversion of debentures - - - -
Common shares - fully diluted 25,966 20,596 25,950 20,507
Note:
The assumed conversion of convertible debentures and, in 1993, the conversion
of preferred stock into common stock was not dilutive for purposes of
calculating fully diluted income per common share for the six months and
three months ended June 30, 1994 and 1993. The Company's preferred stock was
called for redemption in July, 1993. Prior to the redemption date, all but
a small fraction of the preferred shares were converted into common stock of
the Company.
</TABLE>
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.
The Allen Group Inc.
(Registrant)
Date: By:
Robert A. Youdelman
Senior Vice President-Finance
(Chief Financial Officer)
Date: By:
James L. LePorte
Vice President and Controller
(Principal Accounting Officer)
