SECURITIES AND EXCHANGE COMMISSION

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported)

November 19, 2003

 

Phillips-Van Heusen Corporation
(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-07572

13-1166910

(Commission File Number)

(IRS Employer Identification Number)

200 Madison Avenue, New York, New York 10016
(Address of Principal Executive Offices)

Registrant's telephone number (212)-381-3500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 


 

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c) Exhibits:

Exhibit

Description

99.1

Press Release, dated November 19, 2003.

 

 

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 19, 2003, Phillips-Van Heusen Corporation, a Delaware corporation (the "Company"), issued a press release to report the Company's 2003 third quarter earnings.

The full text of the press release issued by the Company on November 19, 2003 is being furnished pursuant to Item 12 of Form 8-K, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Phillips-Van Heusen Corporation

 

By: /s/ Mark D. Fischer

Mark D. Fischer, Vice President

 

Date: November 19, 2003

Exhibit 99.1

PHILLIPS-VAN HEUSEN CORPORATION

200 MADISON AVENUE

NEW YORK, N.Y. 10016

 

FOR IMMEDIATE RELEASE:

November 19, 2003

 

Contact: Emanuel Chirico

Executive Vice President & Chief Financial Officer

(212) 381-3503

www.pvh.com

PHILLIPS-VAN HEUSEN CORPORATION REPORTS 2003

THIRD QUARTER RESULTS

    • RESULTS IN LINE WITH GUIDANCE
    • CALVIN KLEIN INTEGRATION NEARS COMPLETION

 

Phillips-Van Heusen Corporation reported third quarter net income of $17.0 million, or $0.34 per diluted common share. Excluding integration costs associated with the acquisition of Calvin Klein, net income in the current year's third quarter improved to $21.5 million, or $0.43 per diluted common share, which is in line with the Company's previous earnings guidance. In the prior year's third quarter, net income was $17.7 million, or $0.63 per diluted common share.

For the nine months, net income in the current year was $23.9 million, or $0.30 per diluted common share. Excluding Calvin Klein integration costs and a one-time gain resulting from the Company's sale of its investment in Gant, net income for the nine months was $40.9 million, or $0.85 per diluted common share in the current year. This compares with net income of $24.7 million, or $0.88 per diluted common share for the prior year's nine month period.

The after-tax integration costs associated with the Calvin Klein acquisition were $4.4 million and $18.5 million in the quarter and nine months ended November 2, 2003, respectively. Such costs consist of (i) the operating losses of certain Calvin Klein businesses which the

-1-

Company will close or license, and associated costs in connection therewith, and (ii) the costs of certain duplicative personnel and facilities incurred during the integration of various logistical and back office functions. In the current year's second quarter, the Company sold its minority interest in Gant Company AB for $17.2 million, after related fees and expenses, which resulted in a one- time after-tax gain of $1.5 million. (Please see Consolidated Income Statements below for a reconciliation of GAAP amounts to non-GAAP financial measures.)

The improvement in third quarter net income, excluding Calvin Klein integration costs, was primarily due to $10.9 million of operating earnings associated with the Calvin Klein Licensing segment. Partially offsetting this increase was a $3.5 million increase in interest expense associated with the financing of the Calvin Klein acquisition. Also, partially offsetting this increase was a $1.4 million decline in the operating earnings of the Apparel and Footwear segment, as the continued strong performance of our wholesale apparel businesses was more than offset by sales and earnings declines experienced in the Company's retail businesses.

Third quarter net income per diluted common share was down compared with the prior year due to the assumed conversion of the convertible preferred stock, coupled with the additional shares of common stock issued in connection with the Calvin Klein acquisition. These transactions resulted in an increase of over 21 million common shares outstanding for earnings per share computations. (Please see Note 1 to Consolidated Income Statements for details of earnings per share computations.)

Total revenues in the third quarter increased 11% to $453.3 million from $409.1 million in the prior year. For the nine months, total revenues were $1,207.4 million in 2003, an increase of 11% over the prior year's $1,089.7 million. These increases were due principally to the addition of royalty revenues generated by the Calvin Klein Licensing segment, as well as increases in the Company's wholesale sportswear and dress shirt businesses. These increases were partially offset by sales declines in the Company's retail businesses.

-2-

Commenting on these results, Bruce J. Klatsky, Chairman and Chief Executive Officer, noted that "We are pleased with our third quarter results, which were in line with previous guidance. The trend of strong growth in our wholesale apparel businesses coupled with the positive earnings impact of the Calvin Klein business continued to help minimize the impact of the earnings decline in our retail businesses."

Mr. Klatsky continued, "The integration of the Calvin Klein operations is nearly complete and we are on target for the launch of the men's and women's better sportswear lines next year. The better women's line, licensed to a joint venture formed by Kellwood, will launch in Spring 2004 and initial reaction from retailers previewing the line has been terrific. We will launch the better men's line in Fall 2004. We are now focusing our attention on expanding the global marketing opportunities for the Calvin Klein brands into both new product categories and geographic regions and we are quite optimistic about the potential of these future efforts."

Mr. Klatsky further stated, "Our retail outlet business during the third quarter was inconsistent, with the best performance occurring in September, as back to school and cooler weather spurred spending on seasonal merchandise. Overall, however, the third quarter performance was below plan, and without an improvement in this trend, full year earnings, excluding Calvin Klein integration costs and the Gant gain, would be at the low end of our previous guidance of $0.95 to $1.00." (Please see Supplementary 2003 Earnings Guidance table below for more details.)

Mr. Klatsky concluded by stating, "As we approach the end of 2003, we are very pleased that we have achieved the milestones in the integration program and development of the Calvin Klein sportswear business that we articulated at the time of the acquisition. Further, we continue to be optimistic that, for next year and beyond, we can achieve earnings per share growth of 15% per year."

-3-

 

The Company webcasts its conference calls to review its earnings releases. The Company's conference call to review its third quarter earnings release is scheduled for Thursday, November 20, 2003 at 11:00 a.m. EST. Please log on either to our web site at www.pvh.com and go to the News Release page or to CCBN's website at www.companyboardroom.com to listen to the live webcast of the conference call. The webcast will be available for replay for 30 days after it is held, commencing approximately two hours after the live broadcast ends. Please log on to www.pvh.com or www.companyboardroom.com as described above to listen to the replay. In addition, an audio replay of the conference call is available for 48 hours starting one hour after it is held. The replay of the conference call can be accessed by calling 1-800-428-6051 and using passcode #312635 . The conference call and webcast consist of copyrighted material. They may not be re-recorded, reproduced, retransmitted, rebroadcast or otherwise used without the Company's express written permission. Your participation represents your consent to these terms and conditions, which are governed by New York law.

* * * * * * * *

 

 

 

 

-4-

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this press release and made during the conference call / webcast, including, without limitation, statements relating to the Company's plans, strategies, objectives, expectations and intentions, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, the following: (i) the Company's plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the levels of sales of the Company's apparel and footwear products, both to its wholesale customers and in its retail stores, and the levels of sales of the Company's licensees at wholesale and retail, and the extent of discounts and promotional pricing in which the Company and its licensees are required to engage, all of which can be affected by weather conditions, changes in the economy, fuel prices, reductions in travel, fashion trends and other factors; (iii) the Company's plans and results of operations will be affected by the Company's ability to manage its growth and inventory, including the Company's ability to realize revenue growth, cost savings or synergies from integrating, developing and growing Calvin Klein; (iv) the Company's operations and results could be affected by quota restrictions (which, among other things, could limit the Company's ability to produce products in cost-effective countries that have the labor and technical expertise needed), the availability and cost of raw materials (particularly petroleum-based synthetic fabrics, which are currently in high demand), the Company's ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where the Company's products can best be produced), and civil conflict, war or terrorist acts, the threat of any of the foregoing or political and labor instability in the United States or any of the countries where the Company's products are or are planned to be produced; (v) disease epidemics and health related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; (vi) acquisitions and issues arising with acquisitions and proposed transactions, including without limitation, the ability to integrate an acquired entity into the Company with no substantial adverse affect on the acquired entity's, or the Company's existing operations, employee relationships, vendor relationships, customer relationships or financial performance; (vii) the failure of our licensees to market successfully licensed products or to preserve the value of our brands, or their misuse of our brands and (viii) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.

This press release includes certain non-GAAP financial measures, as defined under SEC rules. A reconciliation of these measures is included in the financial information later in this release.

The Company does not undertake any obligation to update publicly any forward-looking statement, including, without limitation, any estimate regarding revenues or earnings, whether as a result of the receipt of new information, future events or otherwise.

-5-

PHILLIPS-VAN HEUSEN CORPORATION

Consolidated Income Statements

(In thousands, except per share data)

 

Quarter Ended

   
 

11/2/03

   
     

Results

   
     

Excluding

   
 

Results

Under

Calvin Klein

Integration

Calvin Klein

Integration

 

Quarter

Ended

 

GAAP

Costs

Costs

 

11/3/02

           

Net sales

$421,443

$ 6,522

$414,921

 

$406,493

Royalty and other revenues

31,848

31,848

 

2,610

Total revenues

$453,291

$ 6,522

$446,769

 

$409,103

           

Gross profit on net sales

$146,171

$ (2,186)

$148,357

 

$147,890

Gross profit on royalty and

         

other revenues

31,848

31,848

 

2,610

Total gross profit

178,019

(2,186)

180,205

 

150,500

           

Selling, general and

         

administrative expenses

142,349

3,844

138,505

 

118,332

           

Earnings (loss) before interest and

         

taxes

35,670

(6,030)

41,700

 

32,168

           

Interest expense, net

9,184

9,184

 

5,700

           

Pre-tax income (loss)

26,486

(6,030)

32,516

 

26,468

           

Income tax expense (benefit)

9,452

(1,604)

11,056

 

8,779

           

Net income (loss)

17,034

(4,426)

21,460

 

17,689

           

Preferred stock dividends

5,177

5,177

 

           

Net income (loss) available to

         

common stockholders

$ 11,857

$ (4,426)

$ 16,283

 

$ 17,689

           

Basic net income per

         

common share (1)

$ 0.39

 

$ 0.54

 

$ 0.64

           

Diluted net income per

         

common share (1)

$ 0.34

 

$ 0.43

 

$ 0.63

           

(1) Please see the Notes to Consolidated Income Statements for a reconciliation of basic and diluted net income per common share.

-6-

PHILLIPS-VAN HEUSEN CORPORATION

Consolidated Income Statements

(In thousands, except per share data)

 

Nine Months Ended

   
 

11/2/03

   
     

Results

   
     

Excluding

   
 

Results

Calvin Klein

Integration

Calvin Klein

Integration

 

Nine

Months

 

Under

Costs and

Costs and

 

Ended

 

GAAP

Gant Gain

Gant Gain

 

11/3/02

           

Net sales

$1,117,314

$ 17,201

$1,100,113

 

$1,082,573

Royalty and other revenues

90,091

90,091

 

7,143

Total revenues

$1,207,405

$ 17,201

$1,190,204

 

$1,089,716

           

Gross profit on net sales

$ 398,684

$ (2,583)

$ 401,267

 

$ 391,897

Gross profit on royalty and

         

other revenues

90,091

90,091

 

7,143

Total gross profit

488,775

(2,583)

491,358

 

399,040

           

Selling, general and

         

administrative expenses

427,751

25,772

401,979

 

344,671

           

Gain on sale of investment

3,496

3,496

 

           

Earnings (loss) before interest and

         

taxes

64,520

(24,859)

89,379

 

54,369

           

Interest expense, net

27,410

27,410

 

16,929

           

Pre-tax income (loss)

37,110

(24,859)

61,969

 

37,440

           

Income tax expense (benefit)

13,252

(7,818)

21,070

 

12,729

           

Net income (loss)

23,858

(17,041)

40,899

 

24,711

           

Preferred stock dividends

14,746

14,746

 

           

Net income (loss) available to

 

common stockholders

$ 9,112

$(17,041)

$ 26,153

 

$ 24,711

           

Basic net income

         

per common share (1)

$ 0.30

 

$ 0.87

 

$ 0.89

           

Diluted net income

         

per common share (1)

$ 0.30

 

$ 0.85

 

$ 0.88

           

(1) Please see the Notes to Consolidated Income Statements for a reconciliation of basic and diluted net income per common share.

-7-

Notes to Consolidated Income Statements:

1. The Company computed its basic and diluted net income per common share as follows:

(In thousands, except per share data)

 

Quarter Ended

 

11/2/03

   

Results

   
   

Excluding

   
 

Results

Under

Calvin Klein

Integration

 

Quarter

Ended

 

GAAP

Costs

 

11/3/02

         

Net income

$17,034

$21,460

 

$17,689

         

Less: Preferred stock dividends

5,177

5,177

 

         

Net income available to common

       

stockholders for basic net income

       

per common share

11,857

16,283

 

17,689

         

Add back preferred stock dividends

5,177

5,177

 

         

Net income available to common

       

stockholders for diluted net income

       

per common share

$17,034

$21,460

 

$17,689

         

Weighted average common shares

       

outstanding for basic net income

       

per common share

30,398

30,398

 

27,812

         

Impact of dilutive employee stock

       

options

787

787

 

276

         

Impact of assumed preferred stock

     

conversion

18,541

18,541

 

         

Total shares for diluted net income

       

per common share

49,726

49,726

 

28,088

         
         

Basic net income per common share

$ 0.39

$ 0.54

 

$ 0.64

         

Diluted net income per common share

$ 0.34

$ 0.43

 

$ 0.63

         

-8-

 

 

Nine Months Ended

   

11/2/03

   

Results

   
   

Excluding

   
 

Results

Calvin Klein

Integration

 

Nine

Months

 

Under

Costs and

 

Ended

 

GAAP

Gant Gain

 

11/3/02

         

Net income

$23,858

$40,899

 

$ 24,711

         

Less: Preferred stock dividends

14,746

14,746

 

         

Net income available to common

       

stockholders for basic net income

       

per common share

9,112

26,153

 

24,711

         

Add back preferred stock dividends

14,746

 

         

Net income available to common

       

stockholders for diluted net income

       

per common share

$ 9,112

$40,899

 

$ 24,711

         

Weighted average common shares

       

outstanding for basic net income

       

per common share

30,228

30,228

 

27,756

         

Impact of dilutive employee stock

       

options

521

521

 

441

         

Impact of assumed preferred stock

       

conversion

17,603

 

         

Total shares for diluted net income

       

per common share

30,749

48,352

 

28,197

         
         

Basic net income per common share

$ 0.30

$ 0.87

 

$ 0.89

         

Diluted net income per common share

$ 0.30

$ 0.85

 

$ 0.88

         

The sum of the first three quarters diluted net income per common share does not equal the year to date total due to applying the if-converted method to the Company's Convertible Redeemable Preferred Stock.

2. The after-tax integration costs associated with the Calvin Klein acquisition were $4.4 million and $18.5 million in the quarter and nine months ended November 2, 2003. Such costs consist of (i) the operating results of certain Calvin Klein businesses which the Company will close or license, and associated costs in connection therewith, and (ii) the costs of certain duplicative personnel and facilities during the integration of various logistical and back office functions. During the second quarter of 2003, the Company sold its minority interest in Gant Company AB for $17.2 million, after related fees and expenses, which resulted in a one-time after-tax gain of $1.5 million.

-9-

The Company believes presenting its results excluding Calvin Klein integration costs and the Gant gain provides useful information to investors because many investors make decisions based on the ongoing operations of an enterprise. Investors often believe that ongoing operations provide the best measure of assessing performance and provide a more meaningful basis to compare against future results. The Company uses its results excluding Calvin Klein integration costs and the Gant gain to discuss its business with investment institutions, the Company's Board of Directors and others. Such results are also the basis for certain incentive compensation calculations.

3. EBITDA is a "non-GAAP financial measure" which represents net income before interest expense, income taxes, depreciation and amortization. EBITDA is provided because the Company believes it is an important measure of liquidity. The Company uses EBITDA in connection with certain covenants relating to the Company's outstanding debt. You should not construe EBITDA as an alternative to net income as an indicator of the Company's operating performance, or as an alternative to cash flows from operating activities as a measure of the Company's liquidity, as determined in accordance with generally accepted accounting principles. The Company may calculate EBITDA differently than other companies. Net income is reconciled to EBITDA as follows:

 

Quarter Ended

   
 

11/2/03

   
     

Results

   
     

Excluding

   
 

Results

Calvin Klein

Calvin Klein

 

Quarter

 

Under

Integration

Integration

 

Ended

 

GAAP

Costs

Costs

 

11/3/02

($000)

         

Net income (loss)

$17,034

$ (4,426)

$21,460

 

$17,689

Plus:

         

Income tax expense (benefit)

9,452

(1,604)

11,056

 

8,779

Interest expense, net

9,184

 

9,184

 

5,700

Depreciation and amortization

6,872

6,872

 

6,160

EBITDA

$42,542

$(6,030)

$48,572

 

$38,328

 

Nine Months Ended

   
 

11/2/03

   
     

Results

   
     

Excluding

   
   

Calvin Klein

Calvin Klein

 

Nine

 

Results

Integration

Integration

 

Months

 

Under

Costs and

Costs and

 

Ended

 

GAAP

Gant Gain

Gant Gain

 

11/3/02

($000)

         

Net income (loss)

$23,858

$(17,041)

$ 40,899

 

$24,711

Plus:

         

Income tax expense (benefit)

13,252

(7,818)

21,070

 

12,729

Interest expense, net

27,410

 

27,410

 

16,929

Depreciation and amortization

20,543

20,543

 

18,666

EBITDA

$85,063

$(24,859)

$109,922

 

$73,035

 

-10-

PHILLIPS-VAN HEUSEN CORPORATION

Consolidated Balance Sheets

(In thousands)

 

November 2,

November 3,

 

2003

2002

ASSETS

   

Current Assets:

   

Cash and Cash Equivalents

$ 82,087

$ 63,385

Receivables

184,021

136,789

Inventories

233,412

222,170

Other, including deferred taxes of $27,454 and $19,656

43,523

32,296

Total Current Assets

543,043

454,640

Property, Plant and Equipment

142,364

135,011

Goodwill and Other Intangible Assets

782,097

112,975

Other, including deferred taxes of $17,036 at

   

November 3, 2002

25,126

47,126

 

$1,492,630

$749,752

     

LIABILITIES AND STOCKHOLDERS' EQUITY

   

Accounts Payable and Accrued Expenses

$ 189,460

$128,795

Long-Term Debt

399,076

248,993

Other Liabilities, including deferred taxes of $198,378

   

at November 2, 2003

330,396

83,769

Series B Convertible Redeemable Preferred Stock

264,746

 

Stockholders' Equity

308,952

288,195

 

$1,492,630

$749,752

As of November 2, 2003, receivables and inventories include $41,961 and $12,854, respectively, related to the Calvin Klein businesses.

The increases in goodwill and other intangible assets and other liabilities relate to recording the intangible assets acquired in the acquisition of Calvin Klein.

 

 

 

 

 

 

-11-

PHILLIPS-VAN HEUSEN CORPORATION

Segment Data

(In thousands)

 

Quarter Ended

   
 

11/2/03

   
     

Results

   
     

Excluding

   
 

Results

Under

Calvin Klein

Integration

Calvin Klein

Integration

 

Quarter

Ended

 

GAAP

Costs

Costs

 

11/3/02

           

Revenues - Apparel and Footwear

         

Net sales

$411,491

 

$411,491

 

$406,493

Royalty and other revenues

2,798

 

2,798

 

2,610

Total

414,289

 

414,289

 

409,103

           

Revenues - Calvin Klein Licensing

         

Net sales

9,952

$ 6,522

3,430

   

Royalty and other revenues

29,050

29,050

   

Total

39,002

6,522

32,480

 

           

Total Revenues

         

Net sales

421,443

6,522

414,921

 

406,493

Royalty and other revenues

31,848

31,848

 

2,610

Total

$453,291

$ 6,522

$446,769

 

$409,103

           
           

Operating earnings - Apparel and

         

Footwear

$ 36,110

$ 36,110

 

$ 37,464

           

Operating earnings (loss) - Calvin

         

Klein Licensing

4,895

$(6,030)

10,925

 

           

Corporate expenses

5,335

5,335

 

5,296

           
           

Earnings (loss) before interest and taxes

$ 35,670

$(6,030)

$ 41,700

 

$ 32,168

           

 

-12-

PHILLIPS-VAN HEUSEN CORPORATION

Segment Data

(In thousands)

 

Nine Months Ended

   
 

11/2/03

   
     

Results

   
     

Excluding

   
 

Results

Calvin Klein

Integration

Calvin Klein

Integration

 

Nine

Months

 

Under

Costs and

Costs and

 

Ended

 

GAAP

Gant Gain

Gant Gain

 

11/3/02

           

Revenues - Apparel and Footwear

         

Net sales

$1,089,510

 

$1,089,510

 

$1,082,573

Royalty and other revenues

9,192

 

9,192

 

7,143

Total

1,098,702

 

1,098,702

 

1,089,716

           

Revenues - Calvin Klein Licensing

         

Net sales

27,804

$ 17,201

10,603

   

Royalty and other revenues

80,899

80,899

   

Total

108,703

17,201

91,502

 

           

Total Revenues

         

Net sales

1,117,314

17,201

1,100,113

 

1,082,573

Royalty and other revenues

90,091

90,091

 

7,143

Total

$1,207,405

$ 17,201

$1,190,204

 

$1,089,716

           
           

Operating earnings - Apparel and

         

Footwear

$ 73,158

 

$ 73,158

 

$ 71,153

           

Operating earnings (loss) - Calvin

         

Klein Licensing

6,010

$(28,355)

34,365

 

           

Corporate expenses

14,648

(3,496)

18,144

 

16,784

           
           

Earnings (loss) before interest and taxes

$ 64,520

$(24,859)

$ 89,379

 

$ 54,369

           

Corporate expenses under GAAP are net of the $3,496 pre-tax Gant gain.

-13-

 

 

 

 

 

Phillips-Van Heusen Corporation

Supplementary Fiscal 2003 Earnings Guidance

Results Excluding Calvin Klein Integration Costs and Gant Gain(1)

In millions, Except Per Share

Sales

$ 1,432.2

--

$ 1,437.2

Licensing revenues

124.0

--

125.0

1,556.2

--

1,562.2

Earnings before interest

and taxes

111.9

--

114.0

Interest expense

36.9

Pre-tax income

75.0

--

77.1

Income taxes (34% rate)

25.5

--

26.2

Net Income

49.5

--

50.9

Preferred dividends

20.1

Net income available to

common stockholders

$ 29.4

--

$ 30.8

Average shares

30.8

Diluted earnings per common share

$ 0.95

--

$ 1.00

Quarterly Data

 

REVENUES

EPS (2)

1st Quarter (actual)

$371.0

$0.11

2nd Quarter (actual)

372.4

0.21

3rd Quarter (actual)

446.8

0.43

4th Quarter (projected)

366.0

--

372.0

0.11

--

0.16

  1. The Company expects Calvin Klein integration costs and the Gant gain to approximate $20.0

million, net of tax, or $0.65 per share. The revenues and operating results of the Calvin Klein integration and the Gant gain are excluded from the above guidance. Please see the Notes to Consolidated Income Statements for a description of the Calvin Klein integration costs and Gant gain.

(2) Earnings per share is computed as follows:

  • Third quarter EPS assumes conversion of the Preferred Stock into common shares because if conversion is not assumed, EPS would increase to $0.52, which is anti-dilutive.
  • The other three quarters and full year EPS projections treat preferred dividends as a reduction of net income as the assumed conversion of Preferred Stock in each of these periods would increase EPS, which is anti-dilutive
  • As a result of these differences in calculation, the sum of the quarters will not equal the full year EPS.

     

    -14-