<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: MARCH 31, 1994 Commission File Number: 1-8147
MEDIQ INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 51-0219413
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE MEDIQ PLAZA, PENNSAUKEN, NEW JERSEY 08110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code: (609) 665-9300
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 ________
As of May 6, 1994, there were 17,717,664 shares of Common Stock, par value
$1.00 per share and 6,420,888 shares of Preferred Stock, par value $.50 per
share, outstanding.
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
QUARTER ENDED MARCH 31, 1994
PART I. FINANCIAL INFORMATION:
<TABLE>
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS.
Condensed Consolidated Statements of Operations --
Three and Six Months ended March 31, 1994 and 1993
(Unaudited).................................................................................. 4
Condensed Consolidated Balance Sheets --
March 31, 1994 (Unaudited) and September 30, 1993............................................ 5
Condensed Consolidated Statements of Cash Flows--
Six Months ended March 31, 1994 and 1993
(Unaudited).................................................................................. 6
Notes to Condensed Consolidated Financial
Statements (Unaudited)....................................................................... 7-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................ 9-11
</TABLE>
PART II. OTHER INFORMATION:
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<S> <C> <C>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................... 12
</TABLE>
2
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
QUARTER ENDED MARCH 31, 1994
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
3
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues..................................................... $ 44,974 $ 45,590 $ 85,447 91,697
Costs and expenses:
Operating.................................................. 22,179 22,725 42,990 46,482
Selling and administrative................................. 10,709 11,409 22,335 22,736
Depreciation and amortization.............................. 7,018 5,979 13,784 11,830
--------- --------- --------- ---------
39,906 40,113 79,109 81,048
--------- --------- --------- ---------
Operating income............................................. 5,068 5,477 6,338 10,649
Other (charges) credits:
Interest expense........................................... (5,922) (5,809) (12,135) (11,626)
Equity in earnings of unconsolidated subsidiaries.......... 1,148 1,138 2,012 1,932
Equity participation....................................... 53 122 53 2,310
Other -- net............................................... 392 45 2,735 427
--------- --------- --------- ---------
Income (loss) from continuing operations before
income tax expense and extraordinary charge................ 739 973 (997) 3,692
Income tax expense........................................... 565 194 91 1,201
--------- --------- --------- ---------
Income (loss) from continuing operations..................... 174 779 (1,088) 2,491
Income from discontinued operations.......................... -- 442 -- 689
Extraordinary charge -- early retirement of debt............. -- (293) -- (338)
--------- --------- --------- ---------
Net income (loss)............................................ $ 174 $ 928 $ (1,088) $ 2,842
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per share:
Income (loss) from continuing operations................... $ .01 $ .03 $ (.04) $ .10
Income from discontinued operations........................ -- .02 -- .03
Extraordinary charge -- early retirement of debt........... -- (.01) -- (.01)
--------- --------- --------- ---------
Net income (loss).......................................... $ .01 $ .04 $ (.04) $ .12
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average shares outstanding.......................... 24,392 24,379 24,350 24,368
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, SEPT. 30,
1994 1993
----------- -----------
(UNAUDITED) (SEE NOTE)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................................. $ 4,068 $ 18,123
Accounts receivable -- net............................................................ 43,275 37,152
Inventories........................................................................... 8,565 9,086
Deferred income taxes................................................................. 4,231 --
Prepaid income taxes.................................................................. -- 3,495
Other current assets.................................................................. 5,549 5,303
----------- -----------
Total current assets............................................................... 65,688 73,159
Equity investments...................................................................... 36,758 34,693
Note receivable from MHM................................................................ 11,500 11,500
Rental equipment -- net................................................................. 106,692 107,914
Property, plant and equipment -- net.................................................... 35,523 47,169
Goodwill -- net......................................................................... 40,939 36,865
Net investment in leases................................................................ 28,661 16,156
Other assets............................................................................ 22,522 23,805
----------- -----------
Total assets............................................................................ $ 348,283 $ 351,261
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to financial institutions............................................... $ 8,166 $ 1,434
Accounts payable...................................................................... 7,779 8,757
Accrued expenses...................................................................... 20,637 22,326
Other current liabilities............................................................. 2,661 2,781
Current portion of long-term debt..................................................... 11,502 22,217
----------- -----------
Total current liabilities.......................................................... 50,745 57,515
Senior debt -- recourse................................................................. 121,414 120,162
Senior debt -- nonrecourse.............................................................. 26,597 25,382
Subordinated debt....................................................................... 86,229 86,229
Deferred income taxes................................................................... 12,586 9,225
Other liabilities....................................................................... 7,745 8,174
Stockholders' equity.................................................................... 42,967 44,574
----------- -----------
Total liabilities and stockholders' equity.............................................. $ 348,283 $ 351,261
----------- -----------
----------- -----------
</TABLE>
- - ------------------
Note: The balance sheet at September 30, 1993 has been condensed from the
audited financial statements at that date.
See Notes to Condensed Consolidated Financial Statements
5
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MEDIQ INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
--------------------
1994 1993
--------- ---------
<S> <C> <C>
Cash Flows From Operating Activities:
Net income (loss)........................................................................ $ (1,088) $ 2,842
Adjustments to reconcile net income (loss) to
net cash provided by operating activities............................................. 6,036 6,039
--------- ---------
Net cash provided by operating activities................................................ 4,948 8,881
Cash Flows From Investing Activities:
Proceeds from sale of subsidiaries and assets............................................ 944 8,271
Acquisitions............................................................................. (2,925) (1,413)
Purchase of rental equipment............................................................. (4,261) (4,327)
Purchase of property, plant and equipment................................................ (3,071) (3,949)
Other.................................................................................... 997 617
--------- ---------
Net cash used in investing activities.................................................... (8,316) (801)
Cash Flows From Financing Activities:
Borrowings............................................................................... 8,421 148
Debt repayments.......................................................................... (17,888) (10,811)
Dividends................................................................................ (1,352) (633)
Proceeds from exercise of stock options.................................................. 132 291
--------- ---------
Net cash used in financing activities.................................................... (10,687) (11,005)
--------- ---------
Decrease in cash and cash equivalents...................................................... (14,055) (2,925)
Cash and Cash Equivalents:
Beginning balance........................................................................ 18,123 7,025
--------- ---------
Ending balance........................................................................... $ 4,068 $ 4,100
--------- ---------
--------- ---------
Supplemental disclosure of cash flow information:
Interest paid............................................................................ $ 12,503 $ 12,609
--------- ---------
--------- ---------
Income taxes refunded.................................................................... $ 2,726 $ 1,864
--------- ---------
--------- ---------
Supplemental disclosure of non-cash investing and financing activities:
Equipment financed with debt and capital leases.......................................... $ 3,914 $ 12,450
--------- ---------
--------- ---------
</TABLE>
See Notes to Condensed Consolidated Financial Statements
6
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of March 31, 1994, the
condensed consolidated statements of operations for the three and six months
ended March 31, 1994 and 1993, and the condensed consolidated statements of cash
flows for the six months then ended have been prepared by the Company, without
audit. In the opinion of management, all adjustments (consisting only of normal,
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at March 31, 1994 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These condensed consolidated financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's September 30, 1993 Annual Report on Form 10-K.
The results of operations for the period ended March 31, 1994 are not
necessarily indicative of the operating results for the full year.
NOTE B -- INVENTORIES
Inventories which consist primarily of parts and supplies are stated at the
lower of cost (first-in, first-out method) or market.
NOTE C -- INCOME TAXES
Effective October 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards ('SFAS') No. 109, 'Accounting for Income
Taxes', which supersedes SFAS No. 96. The Company adopted SFAS No. 96 in fiscal
1990. The effect of the adoption of SFAS No. 109 upon the provision for income
taxes was not significant for the three and six months ended March 31, 1994.
NOTE D -- RENTAL EQUIPMENT AND PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1994 1993
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Rental equipment............................................................ $ 168,886 $ 161,707
Less accumulated depreciation and amortization.............................. 62,194 53,793
----------- -----------
$ 106,692 $ 107,914
----------- -----------
----------- -----------
Property, plant and equipment:
Machinery and equipment................................................... $ 44,236 $ 41,369
Building and improvements................................................. 19,635 31,296
Land...................................................................... 2,200 2,200
----------- -----------
66,071 74,865
Less accumulated depreciation and amortization.............................. 30,548 27,696
----------- -----------
$ 35,523 $ 47,169
----------- -----------
----------- -----------
</TABLE>
Depreciation and amortization expense related to rental equipment for the
six months ended March 31, 1994 and 1993 was $9,048,000 and $7,501,000,
respectively. Depreciation and amortization expense related to property, plant
and equipment for the six months ended March 31, 1994 and 1993 was $3,208,000
and $3,115,000, respectively.
7
<PAGE>
MEDIQ INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
NOTE E -- EQUITY INVESTMENTS
As of March 31, 1994, the Company's ownership interest in NutraMax
Products, Inc. and PCI Services, Inc. was 47.7% and 42%, respectively.
Summarized income statement information for NutraMax and PCI is presented
below.
NutraMax Products, Inc.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------------ ------------------------------
APRIL 2, MARCH 31, APRIL 2, MARCH 31,
1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales..................................... $ 14,977,000 $ 8,258,000 $ 25,178,000 $ 14,872,000
Gross profit.................................. 4,628,000 3,519,000 7,888,000 6,224,000
Net income.................................... 1,110,000 1,026,000 1,772,000 1,807,000
Company's share of net income................. 530,000 507,000 846,000 896,000
</TABLE>
PCI Services, Inc.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
------------------------------ ------------------------------
1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net revenue................................... $ 30,413,000 $ 29,784,000 $ 58,330,000 $ 51,358,000
Gross profit.................................. 5,993,000 6,121,000 11,607,000 10,277,000
Net income.................................... 1,471,000 1,504,000 2,776,000 2,388,000
Company's share of net income................. 618,000 631,000 1,166,000 1,036,000
</TABLE>
NOTE F -- LONG TERM DEBT
In January 1994, the Company retired $11.6 million of its 6% convertible
subordinated debentures representing the remaining outstanding balance.
NOTE G -- SALE OF ASSETS
In December 1993, the Company recorded a pretax gain of $1.9 million ($1.4
million net of taxes), which is included in 'Other credits', relating to its
investment in New West Eyeworks, Inc. which completed an initial public offering
in December 1993. In connection with such offering, the Company received cash in
the amount of $1.9 million and stock with a fair market value of $1.0 million.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion addresses the financial condition of the Company
as of March 31, 1994 compared with September 30, 1993 and its results of
operations for the three and six months ended March 31, 1994 and 1993. This
discussion should be read in conjunction with the Management's Discussion and
Analysis section included in the Company's Annual Report on Form 10-K (pages
11-17) to which the reader is directed for additional information.
Prior year segment information has been restated to conform to the present
year presentation.
RESULTS OF OPERATIONS
Second Quarter 1994 Compared with Second Quarter 1993
Revenues were $45.0 million for the second quarter of fiscal 1994, as
compared to $45.6 million in the prior year quarter. MEDIQ/PRN's revenues were
$20.9 million, as compared to 1993 revenues of $20.8 million. MEDIQ/PRN
continued expansion into the home healthcare and alternative care markets
resulting in higher revenues from these activities which were offset by
decreased revenues from acute care hospitals as a result of softness in that
sector of the industry. Revenues from the Diagnostic Imaging Services Group
increased to $11.9 million, as compared to $11.7 million in the prior year
quarter. This segment experienced an increase in procedures, particularly
ultrasound and nuclear imaging services, as a result of geographic expansion
through acquisitions, while reductions in third party reimbursement rates
adversely impacted revenues for the quarter. Revenues from MEDIQ Equipment and
Maintenance Services increased 21% to $5.0 million as a result of continued
growth in its Asset Management Program and new services for MRI equipment.
Revenues from the Company's other operating activities decreased to $6.5 million
in the current quarter, as compared to $8.2 million in the prior year quarter,
primarily attributable to divestitures in 1993.
Operating income decreased to $5.1 million, or 11% of revenues for the
second quarter of fiscal 1994, as compared to $5.5 million, or 12% of revenues
in the prior year quarter. The decrease in operating income was primarily
attributable to the Diagnostic Imaging Services Group. This segment's operating
income decreased $1.9 million reflecting additional costs associated with
increased volume combined with reductions in reimbursement rates. The Company
has taken steps to offset the decrease in operating margins by expanding into
new geographic areas, entering new market segments and adding to its product
line. MEDIQ/PRN's operating income decreased $.3 million as a result of lower
revenues from acute care hospitals and increased operating and depreciation
expenses. Operating income from MEDIQ Equipment and Maintenance Services
increased to $.1 million, as compared to a loss of $.3 million in the prior year
quarter, as a result of increased revenues associated with its Asset Management
Program and new services for MRI equipment. Operating income increased by $.3
million from other operating activities as a result of the elimination of losses
associated with operations sold in 1993 and $.8 million related to reductions in
parent company overhead.
Interest expense increased 2% to $5.9 million for the second quarter of
fiscal 1994 from $5.8 million as a result of increased borrowings associated
with the expansion of MEDIQ/PRN and the Diagnostic Imaging Services Group.
Pretax income from continuing operations was $.7 million for the second
quarter of fiscal 1994, as compared to $1.0 million in the prior year quarter.
The Company's equity in earnings of its unconsolidated subsidiaries, PCI
and NutraMax, was $1.1 million, consistent with the prior year quarter.
Six Months Ended March 31, 1994 Compared with Six Months Ended March 31, 1993
Revenues were $85.4 million for the six months ended March 31, 1994, as
compared to $91.7 million in the prior year period. MEDIQ/PRN's revenues were
$39.8 million, a decrease of $.8 million from the corresponding period in 1993.
The decrease was primarily attributable to decreased revenues
9
<PAGE>
from acute care hospitals as a result of softness in that sector of the
industry, which has been mitigated by continued expansion into the home
healthcare and alternative care markets. Revenues from the Diagnostic Imaging
Services Group increased marginally to $22.1 million. This segment experienced
an increase in procedures, particularly ultrasound and nuclear imaging services,
as a result of geographic expansion through acquisitions, while reductions in
third party reimbursement rates adversely impacted revenues. Revenues from MEDIQ
Equipment and Maintenance Services increased 16% to $9.6 million as a result of
continued growth in its Asset Management Program and new services for MRI
equipment. Revenues from the Company's other operating activities decreased to
$12.7 million in the current period, as compared to $19.7 million in the prior
year period, primarily attributable to divestitures in 1993.
Operating income decreased to $6.3 million, or 7% of revenues, for the
current period, as compared to $10.6 million, or 12% of revenues, in the prior
year period. The decrease in operating income was primarily attributable to the
Diagnostic Imaging Services Group and MEDIQ/PRN. Operating income from the
Diagnostic Imaging Services Group decreased $3.6 million reflecting additional
costs associated with increased volume combined with reductions in reimbursement
rates. MEDIQ/PRN's operating income decreased $2.6 million as a result of lower
revenues from acute care hospitals and increased operating and depreciation
expenses. Operating income from MEDIQ Equipment and Maintenance Services
increased to $.1 million, as compared to a loss of $.7 million in the prior year
period, as a result of increased revenues associated with its Asset Management
Program and new services for MRI equipment. Operating income from other
operating activities increased to $.3 million primarily as a result of the
elimination of losses associated with operations sold in 1993.
Interest expense increased 4% to $12.1 million for the current period from
$11.6 million as a result of increased borrowings associated with the expansion
of MEDIQ/PRN and the Diagnostic Imaging Services Group.
The pretax loss from continuing operations was $1.0 million for the six
months ended March 31, 1994, as compared to income of $3.7 million in the prior
year period. In December 1993, the Company recorded a pretax gain of $1.9
million ($1.4 million net of taxes) relating to its investment in New West
Eyeworks, Inc. which completed an initial public offering in December 1993. In
connection with such offering, the Company received cash in the amount of $1.9
million and stock with a fair market value of $1.0 million. Pretax income in the
prior year included income of $2.2 million, representing an equity participation
related to the issuance of common stock by PCI.
The Company's equity in earnings of its unconsolidated subsidiaries, PCI
and NutraMax, was $2.0 million, as compared to $1.9 million in the prior period.
INCOME TAXES
The Company's effective tax rate was disproportionate compared to the
statutory rate as a result of goodwill amortization, earnings of the Company's
equity investments and the non-recognition of certain operating losses for state
income tax purposes.
Effective October 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards ('SFAS') No. 109, 'Accounting for Income
Taxes', which supersedes SFAS No. 96. The Company adopted SFAS No. 96 in fiscal
1990. The effect of the adoption of SFAS No. 109 upon the provision for income
taxes was not significant for the three and six month periods ended March 31,
1994.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $4.9 million for the six months
ended March 31, 1994, as compared to $8.9 million in the prior year period. The
decrease was primarily a result of lower earnings in the current period. As of
March 31, 1994, working capital was $14.9 million, including cash and cash
equivalents of $4.1 million, as compared to working capital of $15.6 million as
of
10
<PAGE>
September 30, 1993. As of March 31, 1994, the Company had $8.2 million
outstanding under lines of credit totalling $14.0 million.
Net cash used in investing activities was $8.3 million for the six months
ended March 31, 1994. Expenditures for acquisitions totalled $2.9 million, of
which $1.6 million related to expansion of the Diagnostic Imaging Services Group
with the balance attributable to an acquisition by MEDIQ/PRN. Capital
expenditures totalled $11.2 million, of which $3.9 million were financed with
long-term debt.
Net cash used in financing activities was $10.7 million for the six months
ended March 31, 1994, and consisted of borrowings of $8.4 million, offset by
repayments of notes payable and long-term debt of $17.9 million, including $11.8
million of 6% convertible subordinated debentures representing the principal
balance outstanding as of their maturity in January 1994 and accrued interest.
In addition, the Company paid quarterly cash dividends totalling $1.4 million
for the six months ended March 31, 1994.
The Company believes that its existing working capital, anticipated funds
to be generated from operations and the sale of assets, together with existing
credit facilities will be sufficient to meet anticipated operating and capital
needs. Depending upon future growth of the Company's core businesses, additional
financing may be required.
11
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MEDIQ INCORPORATED AND SUBSIDIARIES
QUARTER ENDED MARCH 31, 1994
PART II. OTHER INFORMATION
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<CAPTION>
PAGE
NUMBER
---------------
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 11 -- Computation of Net Income Per Share.......................................... 14
</TABLE>
12
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MEDIQ INCORPORATED AND SUBSIDIARIES
QUARTER ENDED MARCH 31, 1994
SIGNATURE
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.
__________MEDIQ Incorporated__________
(Registrant)
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<S> <C>
May 13, 1994
(Date)
_______/s/ Michael F. Sandler_______
Michael F. Sandler
Senior Vice President-Finance
and Chief Financial Officer
</TABLE>
13
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<PAGE>
EXHIBIT 11
MEDIQ INCORPORATED AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
COMPUTATION OF PRIMARY EARNINGS PER SHARE:
Net Income (loss)............................................ $ 174 $ 928 $ (1,088) $ 2,842
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average of primary shares:
Common stock............................................... 17,517 17,181 17,463 17,063
Preferred stock............................................ 6,448 6,574 6,452 6,664
Assumed conversion of options.............................. 427 624 435 641
--------- --------- --------- ---------
Total...................................................... 24,392 24,379 24,350 24,368
--------- --------- --------- ---------
--------- --------- --------- ---------
Primary Earnings (Loss) Per Share............................ $ .01 $ .04 $ (.04) $ .12
--------- --------- --------- ---------
--------- --------- --------- ---------
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE (1):
Net Income (loss)............................................ $ 174 $ 928 $ (1,088) $ 2,842
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average of fully diluted shares:
Common stock............................................... 17,517 17,181 17,463 17,063
Preferred stock............................................ 6,448 6,574 6,452 6,664
Assumed conversion of options.............................. 429 653 436 697
--------- --------- --------- ---------
Total...................................................... 24,394 24,408 24,351 24,424
--------- --------- --------- ---------
--------- --------- --------- ---------
Fully Diluted Earnings (Loss) Per Share...................... $ .01 $ .04 $ (.04) $ .12
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
- - ------------------
(1) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
opinion No. 15, because it is anti-dilutive or results in dilution of less
than 3%.
14
