-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DteBZQzWCeI4gca3zOat7HTkk+IGS1aYtVJq1cXoyDJDyZUaTMxACX2tlz5Rrn2A MIZpUoCfkKN3+WET3FJeQw== 0000003721-94-000033.txt : 19940817 0000003721-94-000033.hdr.sgml : 19940817 ACCESSION NUMBER: 0000003721-94-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN GROUP INC CENTRAL INDEX KEY: 0000003721 STANDARD INDUSTRIAL CLASSIFICATION: 3825 IRS NUMBER: 380290950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06016 FILM NUMBER: 94543075 BUSINESS ADDRESS: STREET 1: 25101 CHAGRIN BLVD # 350 CITY: BEACHWOOD STATE: OH ZIP: 44122-5619 BUSINESS PHONE: 2167655818 10-Q 1 2ND QUARTER 10-Q 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 PART I - FINANCIAL INFORMATION ITEM I - FINANCIAL STATEMENTS THE ALLEN GROUP INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in Thousands)
June 30, December 31, 1994 1993 (Unaudited) 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.
THE ALLEN GROUP I CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 Pro Pro Actual Forma Actual Forma (Note 1) (Note 1) 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.
THE ALLEN GROUP INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Amounts In Thousands) (Unaudited)
Six Months Ended June 30, 1994 1993 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.
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):
June 30, December 31, 1994 1993 Allowance for doubtful accounts $1,504 $1,270
3. Inventories: Inventories consisted of the following (amounts in thousands):
June 30, December 31, 1994 1993 Raw Materials $35,358 $33,541 Work-In-Process 12,515 14,191 Finished Goods 8,628 9,096 $56,501 $56,828
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):
Three Months Six Months Ended Ended June 30, June 30, 1994 1993 1994 1993 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
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:
Six Months Ended June 30, 1994 1993 Interest paid $1,763 $3,720 Interest capitalized 140 - Income taxes paid 19 2,200
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:
Three Months Six Months Ended Ended June 30, June 30, ($ Millions) ($ Millions) 1994 1993 1994 1993 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
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:
Broker Nominee For Withheld Non-Votes 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
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:
Broker For Against Abstain Non-Votes 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 22,167,611 51,277 139,488 0
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 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:
Three Months Six Months Ended Ended June 30, June 30, 1994 1993 1994 1993 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.
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) -----END PRIVACY-ENHANCED MESSAGE-----