<TABLE>
<S> <C>
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, 2000
-------------
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 24,778,129 shares of Class A Common Stock and 5,869,457
shares of Class B Common Stock outstanding as of June 30, 2000.
</TABLE>
<PAGE>
<TABLE>
ALBANY INTERNATIONAL CORP.
INDEX
<S> <C> <C>
Page No.
--------
Part I Financial information
Item 1. Financial Statements
Consolidated statements of income and retained earnings -
three and six months ended June 30, 2000 and 1999 1
Consolidated balance sheets - June 30, 2000 and December 31, 1999 2
Consolidated statements of cash flows - six months ended June 30, 2000 and 1999 3
Notes to consolidated financial statements 4-6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-9
Part II Other information
Item 4. Submissions of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Item 1. Financial Statements
ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(unaudited)
(in thousands except per share data)
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
<S> <C> <C> <C>
2000 1999 2000 1999
------------------ ----------------- ------------------ -----------------
$212,987 $175,825 Net sales $428,741 $357,394
127,722 102,103 Cost of goods sold 256,156 208,652
------------------ ----------------- ------------------ -----------------
85,265 73,722 Gross profit 172,585 148,742
57,466 54,199 Selling, technical and general expenses 116,743 106,556
------------------ ----------------- ------------------ -----------------
27,799 19,523 Operating income 55,842 42,186
10,333 4,186 Interest expense, net 20,729 8,738
1,377 221 Other expense, net 1,832 324
------------------ ----------------- ------------------ -----------------
16,089 15,116 Income before income taxes 33,281 33,124
6,918 5,895 Income taxes 14,311 12,919
------------------ ----------------- ------------------ -----------------
9,171 9,221 Income before associated companies 18,970 20,205
234 72 Equity in earnings of associated companies 442 300
------------------ ----------------- ------------------ -----------------
9,405 9,293 Net income 19,412 20,505
286,561 266,798 Retained earnings, beginning of period 276,554 255,586
- - Less dividends - -
------------------ ----------------- ------------------ -----------------
$295,966 $276,091 Retained earnings, end of period $295,966 $276,091
================== ================= ================== =================
$0.31 $0.31 Net income per share $0.64 $0.68
================== ================= ================== =================
$0.31 $0.30 Diluted net income per share $0.64 $0.67
================== ================= ================== =================
- - Cash dividends per common share - -
================== ================= ================== =================
30,600,224 30,321,335 Weighted average number of shares 30,552,075 30,278,793
================== ================= ================== =================
The accompanying notes are an integral part of the financial statements.
1
<PAGE>
ALBANY INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
June 30, December 31,
<S> <C> <C>
2000 1999
------------------- ---------------------
ASSETS
Cash and cash equivalents $2,353 $7,025
Accounts receivable, net 223,592 235,303
Inventories:
Finished goods 128,345 131,749
Work in process 62,396 61,200
Raw material and supplies 45,827 42,733
------------------- ---------------------
236,568 235,682
Deferred taxes and prepaid expenses 29,378 30,063
------------------- ---------------------
Total current assets 491,891 508,073
Property, plant and equipment, net 403,458 435,172
Investments in associated companies 4,595 4,389
Intangibles 179,702 197,953
Deferred taxes 9,662 10,871
Other assets 50,005 50,384
------------------- ---------------------
Total assets $1,139,313 $1,206,842
=================== =====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes and loans payable $30,175 $36,839
Accounts payable 28,543 42,647
Accrued liabilities 78,736 86,008
Current maturities of long-term debt 5,199 6,174
Income taxes payable and deferred 14,862 5,296
------------------- ---------------------
Total current liabilities 157,515 176,964
Long-term debt 487,890 521,257
Other noncurrent liabilities 129,989 124,847
Deferred taxes and other credits 46,039 58,367
------------------- ---------------------
Total liabilities 821,433 881,435
------------------- ---------------------
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
26,979,361 in 2000 and 26,803,721 in 1999 27 27
Class B Common Stock, par value $.001 per share;
authorized 25,000,000 shares; issued and
outstanding 5,869,457 in 2000 and 1999 6 6
Additional paid in capital 221,980 219,443
Retained earnings 295,966 276,554
Accumulated items of other comprehensive income:
Translation adjustments (150,458) (120,877)
Pension liability adjustment (3,903) (3,903)
------------------- ---------------------
363,618 371,250
Less treasury stock (Class A), at cost (2,201,232 shares
in 2000 and 2,205,992 shares in 1999) 45,738 45,843
------------------- ---------------------
Total shareholders' equity 317,880 325,407
------------------- ---------------------
Total liabilities and shareholders' equity $1,139,313 $1,206,842
=================== =====================
The accompanying notes are an integral part of the financial statements.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
ALBANY INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
</TABLE>
<TABLE>
Six Months Ended
June 30,
<S> <C> <C>
2000 1999
----------------- -----------------
OPERATING ACTIVITIES
Net income $19,412 $20,505
Adjustments to reconcile net cash provided by operating activities:
Equity in earnings of associated companies (442) (300)
Depreciation and amortization 31,792 24,824
Provision for deferred income taxes, other credits and long-term liabilities 3,492 5,694
Increase in cash surrender value of life insurance, net of premiums paid (1,257) (1,148)
Unrealized currency transaction losses/(gains) 47 (379)
Loss/(gain) on disposition of assets 1,952 (20)
Shares contributed to ESOP 2,642 2,586
Changes in operating assets and liabilities:
Accounts receivable 11,664 7,103
Inventories (886) 4,811
Prepaid expenses 14 (407)
Accounts payable (14,104) (6,407)
Accrued liabilities (464) (5,498)
Income taxes payable 2,174 (7,088)
Other, net 1,019 (1,564)
----------------- -----------------
Net cash provided by operating activities 57,055 42,712
----------------- -----------------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (18,466) (10,745)
Purchased software (519) (1,026)
Proceeds from sale of assets 8,364 39
Acquisitions, net of cash acquired - (251)
Loan to other company - (2,000)
----------------- -----------------
Net cash used in investing activities (10,621) (13,983)
----------------- -----------------
FINANCING ACTIVITIES
Proceeds from borrowings 15,808 27,822
Principal payments on debt (56,084) (38,039)
Proceeds from options exercised - 165
Tax benefit of options exercised - 11
----------------- -----------------
Net cash used in financing activities (40,276) (10,041)
----------------- -----------------
Effect of exchange rate changes on cash flows (10,830) (14,910)
----------------- -----------------
(Decrease)/increase in cash and cash equivalents (4,672) 3,778
Cash and cash equivalents at beginning of year 7,025 5,868
----------------- -----------------
Cash and cash equivalents at end of period $2,353 $9,646
================= =================
The accompanying notes are an integral part of the financial statements.
3
</TABLE>
<PAGE>
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, 1999.
2. 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, 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, 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 have been recorded in "Other
expense, net". Open positions have been valued at fair value using quoted
market rates.
Gains or losses on interest rate swap agreements, that are entered
into to hedge part of the Company's interest rate exposure, are recorded in
"Interest expense, net". Unrealized gains or losses related to changes in the
fair value of the contracts are not recognized.
In June 1998, Financial Accounting Standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities", was issued and amended in June
2000 by Financial Accounting Standard No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities". These Standards
establish a new model for accounting for derivatives and hedging activities.
All derivatives will be required to be recognized as either assets or
liabilities and measured at fair value. Each hedging relationship must be
designated and accounted for pursuant to this Standard. Since the Company
already records forward exchange and futures contracts at fair value, this
Standard is not expected to have a material effect on the accounting for these
transactions. Interest rate swaps that qualify as cash flow hedges will be
measured at fair value with the initial asset or liability recognized in
"Other comprehensive income". Subsequently, amounts will be reclassified to
"Interest expense, net" in accordance with this Standard. The Company plans to
adopt this Standard on its effective date of January 1, 2001.
3. Other Expense, Net
Included in other expense, net for the six months ended June 30 are:
currency transactions, $0.2 million income in 2000 and $2.0 million income in
1999; amortization of debt issuance costs and loan origination fees, $1.2
million in 2000 and $0.5 million in 1999 and other miscellaneous expenses, none
of which are significant in 2000 and 1999.
4
<PAGE>
Included in other expense, net for the three months ended June 30 are:
currency transactions, $0.2 million expense in 2000 and $1.1 million income in
1999; amortization of debt issuance costs and loan origination fees, $0.6
million in 2000 and $0.3 million in 1999 and other miscellaneous expenses, none
of which are significant, in 2000 and 1999.
4. Earnings Per Share
Net income per share is computed using the weighted average number of
shares of Class A and Class B Common Stock outstanding during the period.
Diluted net income per share includes the effect of all potentially dilutive
securities.
The amounts used in computing earnings per share, including the effect
on income and the weighted average number of shares of potentially dilutive
securities, are as follows:
<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Three Months Ended
(in thousands) June 30, June 30,
<S> <C> <C> <C> <C>
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
Income available to common stockholders:
Income available to common stockholders $19,412 $20,505 $9,405 $9,293
------- ------ ------ ------
Weighted average number of shares:
Weighted average number of shares used in
net income per share 30,552 30,279 30,600 30,321
Effect of dilutive securities:
Stock options - 286 - 364
------------- ------ ------ ------ ------
Weighted average number of shares used in
diluted net income per share 30,552 30,565 30,600 30,685
------ ------ ------ ------
For all periods ended June 30, 2000, all options were excluded from the computation of diluted net income per share because the
option' exercise price was greater than the average market price of the common shares for the period.
5. Comprehensive Income/(Loss)
Total comprehensive income/(loss) consists of:
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Three Months Ended
June 30, June 30,
(in thousands) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
Net income $19,412 $20,505 $9,405 $9,293
Other comprehensive loss, before tax:
Foreign currency translation adjustments (29,829) (23,995) (11,277) (2,155)
Income tax related to items of other
comprehensive loss 248 - 248 -
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive (loss)/income $(10,169) ($3,490) $(1,624) $7,138
------------------------------------------------------------------------------------------------------------------------------------
5
<PAGE>
<S> <C> <C>
6. Operating Segment Data
The following table shows data by operating segment, reconciled to consolidated totals included in the financial
statements:
------------------------------------------------------------------------------------------------------------------------------------
Six Months Ended Three Months Ended
June 30, June 30,
------------------------------------------------------------------------------------------------------------------------------------
(in thousands) 2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------------------------------
Net Sales
Engineered Fabrics $358,799 $290,092 $177,624 $142,697
High Performance Doors 46,790 46,774 22,750 22,435
All other 23,152 20,528 12,613 10,693
------------------------------------------------------------------------------------------------------------------------------------
Consolidated Total $428,741 $357,394 $212,987 $175,825
------------------------------------------------------------------------------------------------------------------------------------
Operating Income
Engineered Fabrics $77,844 $63,675 $37,158 $30,341
High Performance Doors 3,095 2,632 1,461 728
All other 4,835 3,192 3,006 2,054
Research expense (10,853) (11,176) (5,764) (5,701)
Unallocated expenses (19,079) (16,137) (8,062) (7,899)
------------------------------------------------------------------------------------------------------------------------------------
Operating income before reconciling items 55,842 42,186 27,799 19,523
Reconciling items:
Interest expense, net (20,729) (8,738) (10,333) (4,186)
Other expense, net (1,832) (324) (1,377) (221)
------------------------------------------------------------------------------------------------------------------------------------
Consolidated income before income taxes $33,281 $33,124 $16,089 $15,116
------------------------------------------------------------------------------------------------------------------------------------
7. Income Taxes
The Company's effective tax rate for the six months ended June 30, 2000 and 1999 was 43% and 39% respectively.
8. Supplementary Cash Flow Information
Interest paid for the six months ended June 30, 2000 and 1999 was $17.2 million and $9.6 million, respectively.
Taxes paid for the six months ended June 30, 2000 and 1999 was $7.9 million and $16.1 million, respectively.
</TABLE>
6
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
For the Three and Six Months Ended June 30, 2000
The following discussion should be read in conjunction with the accompanying
Consolidated Financial Statements and Notes thereto.
RESULTS OF OPERATIONS:
Net sales increased to $213.0 million for the three months ended June 30, 2000
as compared to $175.8 million for the same period in 1999. The effect of the
stronger U.S. dollar as compared to the second quarter of 1999 was to decrease
net sales by $5.8 million. Acquisitions made in 1999 added $35.0 million to
second quarter 2000 net sales. Excluding these two factors, 2000 net sales
were up 4.5% as compared to 1999.
Net sales increased to $428.7 million for the six months ended June 30, 2000 as
compared to $357.4 million for the same period in 1999. The effect of the
stronger U.S. dollar as compared to the first half of 1999 was to decrease net
sales by $10.3 million. Acquisitions made in 1999 added $68.3 million to 2000
net sales. Excluding these two factors, 2000 net sales were up 3.7% as
compared to 1999.
Geographically, net sales in the second quarter, excluding the effect of
acquisitions, were down 3.6% in the United States, bringing the year to date
decrease to 1.6% as compared to 1999. Invoiced trade sales in Canada increased
1.0% for the first half of 2000 as compared to 1999. Sales in Korea and China
were higher in 2000, as compared to 1999. European sales increased in local
currencies and were down in U.S. dollars.
Gross profit was 40.0% of net sales for the three months ended June 30, 2000 as
compared to 41.9% for the same period in 1999 bringing the six month result to
40.3% for 2000 as compared to 41.6% for 1999. Excluding the effect of the
stronger U.S.dollar and acquisitions, gross profit was 42.1% of net sales in
the second quarter and 41.8% in the first six months of 2000. Year to date
variable costs as a percent of net sales were 34.7% in 2000 and 1999.
Excluding the effect of the stronger U.S. dollar and acquisitions, variable
costs as a percent of net sales were 33.7% in 2000.
Selling, technical, general and research expenses, excluding the effect of the
stronger U.S. dollar and acquisitions, were down 1.4% for the six months ended
June 30, 2000 as compared to the same period in 1999.
Operating income as a percentage of net sales increased to 13.0% for the six
months ended June 30, 2000 from 11.8% for the comparable period in 1999 due to
items discussed above. Excluding the effect of the stronger U.S. dollar and
acquisitions, operating income as a percentage of net sales was 13.5% in 2000.
Previously announced cost reduction initiatives continued on schedule during
the first half of the year. Equipment relocations are proceeding on schedule.
The full impact of the $50 million cost reduction program will be realized in
2001. The Company has closed five manufacturing plants and reduced its
worldwide workforce by 9 percent since the beginning of 1999. Expenditures for
equipment relocations and asset write-offs were approximately $4.8 million in
the first six months of 2000 and are expected to be approximately $9 million
for the full year.
7
<PAGE>
Interest expense for the six months ended June 30, 2000 increased $12.0 million
as compared to the same period in 1999. This increase was due to higher debt
and interest rates during the period due principally to acquisitions made in
1999.
The tax rate for the first six months of 2000 was 43% as compared to 39% for
the comparable period in 1999. The increase was principally due to
non-deductible items related to the Geschmay acquisition. The tax rate for the
full year is currently undetermined as tax planning strategies are being
evaluated which could have the effect of reducing the tax rate by the end of
the year.
Reasons for the changes in operating results for the three month period ended
June 30, 2000 as compared to the corresponding period in 1999 are similar to
those which affected the six month comparisons, except where specifically noted.
LIQUIDITY AND CAPITAL RESOURCES:
Accounts receivable decreased $11.7 million since December 31, 1999. Excluding
the effect of the stronger U.S. dollar, accounts receivable decreased $4.6
million. Inventories increased $0.9 million during the six months ended
June 30, 2000. Excluding the effect of the stronger U.S. dollar, inventories
increased $6.1 million.
During the first six months of 2000, total debt decreased $41.0 million. The
Company's current debt structure, which is mostly floating-rate, currently
provides approximately $230 million in committed and available unused debt
capacity with financial institutions. Management believes that this debt
capacity, in combination with informal commitments and expected free cash
flows, should be sufficient to meet anticipated operating requirements and
normal business opportunities which support corporate strategies.
Capital expenditures for the six months ended June 30, 2000, including the
capitalized value of required capital leases, were $18.5 million as compared to
$10.7 million for the same period last year. The Company anticipates that
capital expenditures, including leases, will be approximately $35 million for
the full year and will continue to finance these expenditures with cash
from operations and existing credit facilities.
In June 1998, Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities", was issued and amended in June 2000 by
Financial Accounting Standard No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities". These Standards establish a new
model for accounting for derivatives and hedging activities. All derivatives
will be required to be recognized as either assets or liabilities and measured
at fair value. Each hedging relationship must be designated and accounted for
pursuant to this Standard. Since the Company already records forward
exchange and futures contracts at fair value, this Standard is not expected to
have a material effect on the accounting for these transactions. Interest rate
swaps that qualify as cash flow hedges will be measured at fair value with the
initial asset or liability recognized in "Other comprehensive income".
Subsequently, amounts will be reclassified to "Interest expense, net"
in accordance with this Standard. The Company plans to adopt this Standard on
its effective date of January 1, 2001.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These statements include statements
about such matters as global restructuring, annual cost savings, estimated
8
<PAGE>
impact of actions upon future earnings, industry trends, debt capacity, capital
expenditures, taxes, operating efficiency and profitability. Actual future
events and circumstances (including future performance, results and trends)
could differ materially from those set forth in such statements due to various
factors. These factors include even more competitive marketing conditions
resulting from customer consolidations, possible softening of customer demand,
unanticipated events or circumstances related to recently acquired businesses,
the occurrence of unanticipated events or difficulties relating to divestiture,
joint venture, operating, capital, global integration and other projects,
changes in currency exchange rates, changes in general economic and competitive
conditions, technological developments, and other risks and uncertainties,
including those detailed in the Company's filings with the Securities and
Exchange Commission.
9
<PAGE>
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on May 4, 2000 items subject to a
vote of security holders were the election of nine directors and the election
of auditors.
In the vote for the election of nine 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:
<TABLE>
Nominee Number of Votes For Number of Votes Withheld Broker Nonvotes
Class A Class B Class A Class B Class A Class B
<S> <C> <C> <C> <C> <C> <C>
Francis L. McKone 21,325,518 58,660,740 233,843 - - -
Frank R. Schmeler 21,389,194 58,660,740 170,167 - - -
Thomas R. Beecher, Jr. 20,683,267 58,660,740 876,094 - - -
Charles B. Buchanan 21,391,773 58,660,740 167,588 - - -
Erland E. Kailbourne 21,390,871 58,660,740 168,490 - - -
Dr. Joseph G. Morone 21,391,394 58,660,740 167,967 - - -
Christine L. Standish 20,603,623 58,660,740 955,738 - - -
Allan Stenshamn 21,388,757 58,660,740 170,604 - - -
Barbara P. Wright 21,390,871 58,660,740 168,490 - - -
In the vote on the motion to appoint the firm of PricewaterhouseCoopers L.L.P. as the Company's auditor for 2000, 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
<S> <C> <C> <C> <C> <C> <C> <C>
21,544,492 58,660,740 5,589 - 9,280 - - -
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 2000.
Exhibit No. Description
11. Schedule of computation of net income per share and diluted net income per share
27. Financial data schedule
</TABLE>
10
<PAGE>
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 8, 2000
by /s/Michael C. Nahl
---------------------
Michael C. Nahl
Sr. Vice President and
Chief Financial Officer
<PAGE>
<TABLE>
ALBANY INTERNATIONAL CORP.
EXHIBIT 11
SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE AND DILUTED NET INCOME PER SHARE
(in thousands, except per share data)
For the three months For the six months
ended June 30, ended June 30,
2000 (1) 1999 (1) 2000 (1) 1999 (1)
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net income $9,405 $9,293 $19,412 $20,505
============= ============= ============ ============
Weighted average number of shares 30,600,224 30,321,335 30,552,075 30,278,793
Effect of potentially dilutive securities:
Stock options (2) - 364,093 - 286,313
------------- ------------- ------------ ------------
Weighted average number shares,
including the effect of potentially dilutive securities 30,600,224 30,685,428 30,552,075 30,565,106
============= ============= ============ ============
Net income per share $0.31 $0.31 $0.64 $0.68
============= ============= ============ ============
Diluted net income per share $0.31 $0.30 $0.64 $0.67
============= ============= ============ ============
Calculation of Weighted Average Number of Shares:
Weighted Average Shares
--------------------------------------------------------
For the three months For the six months
Shares Days ended June 30, ended June 30,
-----------------------
Activity Outstanding (1)Year to Date Quarter 2000 1999 2000 1999
--------------------------------------------------------------------- ------------- ------------- ------------ ------------
1999
Beginning balance 30,220,223 30 5,008,877
ESOP shares - 13,772 30,234,271 28 4,677,125
ESOP shares - 15,530 30,250,111 31 5,180,958
ESOP shares - 49,234 30,300,330 20 19 6,326,443 3,348,103
Options - 2,400 shares 30,302,778 10 10 3,329,976 1,674,187
ESOP shares - 13,350 30,316,395 6 6 1,998,883 1,004,963
Stock dividend adjust. - 1,592 30,318,019 4 4 1,332,660 670,011
Directors shares - 2,884 30,320,961 2 2 666,395 335,038
Options - 1,550 shares 30,322,542 1 1 333,215 167,528
Options - 1,400 shares 30,323,970 4 4 1,332,922 670,143
Options - 1,000 shares 30,324,990 4 4 1,332,967 670,166
Options - 400 shares 30,325,398 10 10 3,332,461 1,675,436
ESOP shares - 12,335 30,337,979 14 14 4,667,381 2,346,584
Options - 1,800 shares 30,339,815 16 16 5,334,473 2,681,973
ESOP shares - 13,827 30,353,919 1 1 333,560 167,701
------------- ------------
Totals 30,321,335 30,278,793
============= ============
2000
Beginning balance 30,467,186 30 5,022,064
ESOP shares - 21,786 30,488,972 29 4,858,133
ESOP shares - 62,201 30,551,173 31 5,203,771
ESOP shares - 23,912 30,575,085 30 29 9,743,708 5,039,849
ESOP shares - 21,038 30,596,123 5 5 1,681,106 840,553
Directors shares - 4,760 30,600,883 26 26 8,743,109 4,371,555
ESOP shares - 22,177 30,623,060 30 30 10,095,514 5,047,757
ESOP shares - 24,526 30,647,586 1 1 336,787 168,393
------------- ------------
Totals 30,600,224 30,552,075
============= ============
(1) Includes Class A and Class B Common Stock
(2) Incremental shares of unexercised options are calculated based on the
average price of the Company's stock for the respective period. The
calculation includes all options that are dilutive to earnings per share.
</TABLE>
