UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2008
ATLANTIC TELE-NETWORK, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-12593 |
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47-0728886 |
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(State or other |
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(Commission File Number) |
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(IRS Employer |
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jurisdiction of incorporation) |
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Identification No.) |
10 Derby Square
Salem, Massachusetts 01970
(Address of principal executive offices
and zip code)
(978) 619-1300
(Registrant’s telephone number, including area
code)
N/A
(Former name or former address, if changed
since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On March 12, 2008, Atlantic Tele-Network, Inc. (the “Company”) issued a press release correcting its previously issued press release of February 28, 2008 which announced its financial results for the quarter and year ended December 31, 2007. The corrections consisted of reducing income taxes by $1.8 million for both the quarter and year ended December 31, 2007, resulting in a $1.8 million increase in net income for each period. Earnings per basic share increased by $0.12 and $0.11 for the quarter and year ended December 31, 2007 respectively, while earnings per diluted share increased by $0.11 and $0.12 for the quarter and year ended December 31, 2007, respectively. This correction along with certain other balance sheet reclassifications were reflected in the financial statements included with the press release of March 12, 2008, a copy of which is furnished herewith as Exhibit 99.1.
This Amendment No. 1 to Form 8-K (“Form 8-K/A”) amends the Current Report on Form 8-K furnished on February 29, 2008. Other than as set forth above, this Form 8-K/A does not purport to amend, update or reflect any events that have occurred after the Form 8-K was furnished on February 29, 2008.
Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits |
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99.1 |
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Press Release of the Company, dated March 12, 2008. |
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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 hereunto duly authorized.
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ATLANTIC TELE-NETWORK, INC. |
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By: |
/s/ Justin D. Benincasa |
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Justin D. Benincasa |
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Chief Financial Officer |
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Date: March 12, 2008 |
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3
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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99.1 |
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Press Release of the Company, dated March 12, 2008. |
4
Exhibit 99.1
NEWS RELEASE
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FOR IMMEDIATE RELEASE |
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CONTACT: |
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Atlantic Tele-Network, Inc. |
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March 12, 2008 |
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Michael T. Prior |
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Chief Executive Officer |
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978-619-1300 |
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Justin D. Benincasa |
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Chief Financial Officer |
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978-619-1300 |
Atlantic Tele-Network Announces Corrections of 2007
Results;
Declares Quarterly Dividend of $0.16 per share
Salem, MA (March 12, 2008) — Atlantic Tele-Network, Inc. (NASDAQ: ATNI) today announced certain corrections to its press release issued February 28, 2008 announcing its results for the quarter and year ended December 31, 2007. The corrections consisted of reducing income taxes by $1.8 million for both the quarter and year ended December 31, 2007, resulting in a $1.8 million increase in net income for each period. Earnings per basic share increased by $0.12 and $0.11 for the quarter and year ended December 31, 2007 respectively, while earnings per diluted share increased by $0.11 and $0.12 for the quarter and year ended December 31, 2007, respectively. This correction as well as other certain balance sheet reclassifications are reflected in the corrected financial statements attached below.
The Company also announced that its Board of Directors declared a quarterly dividend of $0.16 per share, payable on April 10, 2008 on all common shares outstanding to stockholders of record as of March 31, 2008.
About Atlantic Tele-Network
Atlantic Tele-Network, Inc. (NASDAQ:ATNI) is a telecommunications company headquartered in Salem, Massachusetts. Its principal subsidiaries include: Guyana Telephone and Telegraph Company, Limited, which is the national telephone service provider for all local, long-distance and international service, as well as the largest wireless service provider, in Guyana; Commnet Wireless, LLC, which
provides voice and data wireless roaming services for U.S. and international carriers in rural areas throughout the United States; Sovernet, Inc., which provides wireline voice and data services to businesses and homes in New England; and Choice Communications, LLC, which provides wireless television and wireless broadband services, as well as dial-up internet services in the U.S. Virgin Islands. The Company also owns 43% of Bermuda Digital Communications Ltd., which, under the Cellular One name, is the largest provider of wireless voice and data services in Bermuda.
ATLANTIC TELE-NETWORK, INC.
Unaudited Condensed Consolidated Balance Sheets
(in Thousands)
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December 31, |
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2006 |
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2007 |
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Assets: |
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Cash and Cash Equivalents |
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$ |
60,543 |
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$ |
71,173 |
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Other Current Assets |
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30,596 |
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47,202 |
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Total Current Assets |
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91,139 |
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118,375 |
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Fixed Assets, net |
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138,573 |
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155,753 |
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Goodwill and Other Intangible Assets, net |
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59,733 |
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56,431 |
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Other Assets |
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13,169 |
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14,067 |
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Total Assets |
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$ |
302,614 |
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$ |
344,626 |
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Liabilities and Stockholders’ Equity: |
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Current Liabilities |
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$ |
35,041 |
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$ |
44,879 |
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Long Term Debt |
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50,000 |
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50,000 |
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Other Liabilities |
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12,871 |
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13,540 |
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Total Liabilities |
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97,912 |
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108,419 |
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Minority Interests |
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25,932 |
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27,236 |
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Stockholders’ Equity |
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178,770 |
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208,971 |
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Total Liabilities and Stockholders’ Equity |
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$ |
302,614 |
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$ |
344,626 |
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ATLANTIC TELE-NETWORK, INC.
Unaudited Condensed Consolidated Statements of Operations
(in Thousands, Except per Share Data)
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Three Months
Ended |
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Year Ended |
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2006 |
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2007 |
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2006 |
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2007 |
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Revenue: |
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Wireless |
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$ |
18,129 |
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$ |
22,796 |
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$ |
63,038 |
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$ |
83,458 |
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Local Telephone and Data |
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10,943 |
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12,450 |
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42,718 |
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46,598 |
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International Long Distance |
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12,151 |
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13,326 |
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46,663 |
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52,635 |
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Other Revenues |
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963 |
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997 |
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3,646 |
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4,050 |
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Total Revenue |
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42,186 |
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49,569 |
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156,065 |
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186,741 |
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Operating Expenses: |
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Termination and Access Fees |
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5,599 |
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7,178 |
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23,394 |
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29,379 |
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Internet and Programming |
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934 |
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856 |
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3,504 |
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3,379 |
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Engineering and Operations |
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5,654 |
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6,144 |
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19,691 |
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23,037 |
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Sales, Marketing and Customer Services |
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3,760 |
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3,174 |
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10,088 |
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15,526 |
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General and Administrative |
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5,237 |
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5,845 |
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21,892 |
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23,136 |
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Depreciation and Amortization |
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6,477 |
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6,711 |
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24,510 |
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26,686 |
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Impairment of Long Lived Assets |
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— |
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4,400 |
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— |
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4,400 |
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Gain on Disposition of Long Lived Assets, net |
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— |
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(5,043 |
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— |
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(5,961 |
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Total Operating Expenses |
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27,661 |
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29,265 |
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103,079 |
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119,582 |
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Operating Income |
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14,525 |
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20,304 |
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52,986 |
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67,159 |
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Other Income (Expense): |
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Interest Income (Expense), net |
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(274 |
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(46 |
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(2,147 |
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172 |
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Other Income |
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106 |
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189 |
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725 |
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2,239 |
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Other Income (Expense), net |
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(168 |
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143 |
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(1,422 |
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2,411 |
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Income Before Income Taxes, Minority Interests and Equity in Earnings of Unconsolidated Affiliates |
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14,357 |
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20,447 |
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51,564 |
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69,570 |
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Income Taxes |
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6,562 |
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7,152 |
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25,538 |
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28,929 |
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Income Before Minority Interests and Equity in Earnings of Unconsolidated Affiliates |
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7,795 |
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13,295 |
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26,026 |
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40,641 |
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Equity in Earnings of Unconsolidated Affiliates |
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457 |
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515 |
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2,467 |
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2,281 |
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Minority Interests |
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(1,379 |
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(1,219 |
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(4,993 |
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(4,982 |
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Net Income |
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$ |
6,873 |
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$ |
12,591 |
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$ |
23,500 |
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$ |
37,940 |
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Net Income Per Share |
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Basic |
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$ |
0.46 |
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$ |
0.83 |
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$ |
1.73 |
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$ |
2.50 |
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Diluted |
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$ |
0.45 |
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$ |
0.82 |
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$ |
1.72 |
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$ |
2.48 |
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Weighted Average Common Shares Outstanding |
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Basic |
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15,095 |
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15,182 |
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13,568 |
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15,168 |
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Diluted |
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15,247 |
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15,352 |
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13,672 |
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15,304 |
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