<PAGE>1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-6715
ANALOGIC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2454372
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8 Centennial Drive, Peabody, Massachusetts 01960
(Address of principal executive offices) (Zip Code)
(508) 977-3000
(Registrant's telephone number, including area code)
(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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The number of shares of Common Stock outstanding at April 30, 1994 was
12,305,213
<PAGE>
<PAGE>2
ANALOGIC CORPORATION AND SUBSIDIARIES
INDEX
Page
No.
Part I Financial Information
Consolidated Condensed Balance Sheets
April 30, 1994 and July 31, 1993 3
Consolidated Condensed Statements of Income
Three and Nine Months Ended April 30, 1994 and 1993 4
Consolidated Condensed Statements of Cash Flows
Nine Months Ended April 30, 1994 and 1993 5
Notes to Consolidated Condensed Financial Statements 6 - 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
Part II Other Information 12 - 15
Index to Exhibits 14
Exhibit 11 - Calculation of Earnings per Share 15
<PAGE>
<PAGE>3
PART I FINANCIAL INFORMATION
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(000 omitted)
<TABLE>
<CAPTION>
April 30, July 31, *
1994 1993
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 21,043 $ 20,482
Marketable securities, at cost which
approximates market 69,828 67,340
Accounts and notes receivable - net 32,534 33,116
Inventories 44,384 39,940
Prepaid expenses and other current assets 4,248 4,330
Total current assets 172,037 165,208
Property, plant and equipment, net 48,040 47,287
Investments in and advances to affiliated companies 6,654 5,289
Excess of cost over acquired net assets,
net of accumulated amortization 1,442 1,640
Other assets, including unamortized software
costs ($4,433 and $3,541) 4,958 3,999
$233,131 $223,423
</TABLE>
<PAGE>
<PAGE>4
PART I FINANCIAL INFORMATION
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(000 omitted)
<TABLE>
<CAPTION>
April 30, July 31, *
1994 1993
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Mortgage and other notes payable $ 369 $ 365
Obligations under capital leases 370 386
Accounts payable, trade 7,397 8,496
Accrued employee compensation and benefits 7,611 7,941
Accrued expenses 6,360 6,339
Accrued income taxes 1,960 2,094
Total current liabilities 24,067 25,621
Long-term debt:
Mortgage and other notes payable 8,980 9,227
Obligations under capital leases 3,704 3,978
Deferred income taxes 3,028 3,066
Minority interest in subsidiaries 11,853 10,611
Excess of acquired net assets over cost, net
of accumulated amortization 1,952 2,013
Stockholders' equity:
Common stock, $.05 par 678 676
Capital in excess of par value 19,183 18,807
Retained earnings 176,100 165,565
Cumulative translation adjustments 170 (614)
Treasury stock, at cost (14,297) (12,822)
Unearned compensation (2,287) (2,705)
179,547 168,907
$233,131 $223,423
*See Note 2 of Notes to Consolidated Condensed Financial Statements for
further information.
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>5
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(000 omitted, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Revenues:
Product and service, net $43,345 $42,815 $130,429 $118,549
Engineering and licensing 562 1,019 2,264 3,042
Other operating revenue 2,098 1,643 6,667 5,965
Interest and dividend income 1,120 1,360 3,457 3,280
Total revenues 47,125 46,837 142,817 130,836
Costs and expenses:
Cost of sales:
Product and service 23,667 22,470 68,581 64,743
Engineering and licensing 617 738 2,129 1,914
Other operating expenses 1,280 1,117 3,924 3,610
General and administrative 3,474 4,048 11,437 11,210
Selling 7,185 6,957 21,752 15,236
Research and product development 6,211 6,960 19,618 19,850
Interest expense 299 376 911 819
Amortization of excess of acquired
net assets over cost (97) (26) (444) (35)
Amortization of excess of cost
over acquired net assets 96 95 290 276
Total cost of sales and expenses 42,732 42,735 128,198 117,623
Income from operations 4,393 4,102 14,619 13,213
Equity in net income of
unconsolidated affiliates 500 240 905 225
Income before income taxes 4,893 4,342 15,524 13,438
Provision for income taxes 884 953 3,354 3,998
Minority interest in net income
of consolidated subsidiaries 437 158 1,635 508
Net income $ 3,572 $ 3,231 $ 10,535 $ 8,932
Average common and common
equivalent shares
outstanding 12,416 12,390 12,440 12,251
Earnings per common and common
equivalent share $0.29 $0.26 $0.85 $0.73
Dividends per share NONE NONE NONE NONE
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>6
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(000 omitted)
<TABLE>
<CAPTION>
Nine Months Ended
April 30,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $10,535 $ 8,932
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,748 5,931
Amortization of capitalized software 1,202 825
Amortization of excess of cost over
net acquired assets 290 276
Amortization of the excess of acquired net
assets over cost (444) (35)
Minority interest in net income of
consolidated subsidiaries 1,635 508
Compensation from stock grants 490 220
Loss (gain) on sale of equipment (25) 13
Changes in operating assets and liabilities
Decrease (Increase) in assets:
Accounts and notes receivable 582 4,353
Inventories (4,444) (934)
Prepaid expenses and other current assets 52 487
Other assets (411) (99)
Increase (Decrease) in liabilities:
Accounts payable, trade (1,099) 1,156
Accrued expenses and other current liabilities (210) (2,133)
Accrued and deferred income taxes (142) 395
TOTAL ADJUSTMENTS 2,224 10,963
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,759 19,895
</TABLE>
<PAGE>
<PAGE>7
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(000 omitted)
<TABLE>
<CAPTION>
Nine Months Ended
April 30,
1994 1993
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advances to affiliated companies (1,365) (1,673)
Additions to property, plant and equipment (5,507) (3,478)
Capitalized software (1,750) (750)
Proceeds on purchases of marketable securities, net (2,488) (2,928)
Proceeds from sale of property, plant and equipment 31 36
Acquisition of business, net of cash acquired 3,333
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (11,079) (5,460)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in debt (6,000)
Payments on debt and capital lease obligations (533) (594)
Purchase of common stock for treasury (1,513) (1,363)
Purchase of common stock of majority owned subsidiary (201) (223)
Issuance of common stock pursuant to stock options
and employee stock purchase plan 344 1,603
NET CASH USED BY FINANCING ACTIVITIES (1,903) (6,577)
EFFECT OF EXCHANGE RATE CHANGES IN CASH 784
NET INCREASE IN CASH AND CASH EQUIVALENTS 561 7,858
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 20,482 11,831
CASH AND CASH EQUIVALENTS, END OF PERIOD $21,043 $19,689
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<PAGE>8
ANALOGIC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting
solely of normal recurring adjustments) necessary to fairly present
Analogic Corporation's financial position as of April 30, 1994 and July
31, 1993, the results of its operations for the three and nine months
ended April 30, 1994 and 1993 and statements of cash flows for the nine
months then ended. The results of the operations for the three and nine
months ended April 30, 1994 are not necessarily indicative of the
results to be expected for the fiscal year ending July 31, 1994.
The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements in its Annual Report on Form 10-K
for the fiscal year ended July 31, 1993.
2. Financial statements, with the exception of the July 31, 1993 balance
sheet, are unaudited and have not been examined by independent certified
public accountants. The consolidated balance sheet as of July 31, 1993
contains data derived from audited financial statements.
3. The inventories as of April 30, 1994 were not based on a physical or
perpetual inventory but were calculated on the basis of an estimated
percentage of material used during the period. The components of
inventory are estimated as follows:
<TABLE>
<CAPTION>
April 30, July 31,
1994 1993
<S> <C> <C>
Raw materials $19,978,000 $15,555,000
Work-in-process 15,478,000 15,643,000
Finished goods 8,928,000 8,742,000
$44,384,000 $39,940,000
</TABLE>
4. As of January 1, 1993, the Company acquired an interest of approximately
57% in a newly-formed company, B&K Medical A/S (B&K), for $3,607,000 in
cash and a subordinated interest free short-term loan of $3,500,000
which was converted into equity on July 31, 1993. The Company's
ownership interest was adjusted upward to 59% in accordance with the
shareholders' agreement during the nine months ended April 30, 1994.
B&K, a Danish Corporation, is primarily engaged in the design and
manufacture of ultrasound imaging devices used in urology and various
sonographic techniques. The acquisition was accounted for as a purchase
and B&K's results from operations have been included in the Company's
consolidated financial statements beginning January 1, 1993. The
Company's equity in net assets of B&K exceeded the purchase price by
approximately $2,662,000. This excess of acquired net assets over cost
is being amortized over a 5 year period beginning in January, 1993.
Accumulated amortization amounted to $710,000 as of April 30, 1994.
<PAGE>
<PAGE>9
ANALOGIC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(continued)
5. During fiscal 1993, the Company invested $2,239,000 for a 41.5% interest
in a privately-held company located in Canada. This company is in the
business of designing, manufacturing and distributing medical electronic
equipment. During the first quarter of fiscal 1994, the Company
invested an additional $760,000, increasing its equity interest to 44%.
During January, 1994, the Company agreed to transfer its 44% interest in
this privately-held company to Park Meditech, Inc., located in Toronto,
Canada for 6,000,000 shares of Park Meditech, Inc. common stock plus
1,000,000 common stock warrants at a per share price of $5.00
(Canadian). Park Meditech, Inc. shares are currently traded on the
Montreal Exchange (PKM) as well as the NASDAQ Small Cap Exchange
(PMDTF).
The Company is entitled to appoint two directors to the Park Meditech,
Inc. Board of Directors.
During April, 1994, the Company purchased 300,000 units of Park
Meditech, Inc. for $824,000. Each unit, convertible into one common
share of Park Meditech, Inc. stock and one-half share per common share
warrant, is exercisable at $4.00 (Canadian) per share on or before
December 15, 1995.
6. During fiscal 1993, the Company invested $500,000 for a 51% interest in
a newly formed sales and marketing organization which will promote and
sell an affiliated company's products in the United States and certain
other countries. During the first quarter of fiscal 1994, the Company
invested an additional $125,000 resulting in no change in the Company's
equity interest.
The Company has decided to cease operations of this particular sales and
marketing organization during the third quarter of fiscal 1994. No
significant financial impact on the Company's future financial results
is anticipated.
7. During October, 1993, the ownership in Camtronics Ltd. increased from
approximately 67% to approximately 68% as a result of minority
shareholders exercising their conversion rights to sell 5% of their
shares to Camtronics.
8. Interest paid, net of amount capitalized, amounted to $830,000 and
$823,000 during the nine months ended April 30, 1994 and 1993,
respectively. Interest expense for the nine months ended April 30, 1994
amounted to $911,000.
9. Income taxes paid during the nine months ended April 30, 1994 and 1993
amounted to $3,292,000 and $3,644,000, respectively.
<PAGE>
<PAGE>10
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's balance sheet at April 30, 1994 reflects a current ratio of 7.1
to 1 compared to 6.4 to 1 at July 31, 1993. Cash, cash equivalents and
marketable securities, along with accounts and notes receivable, constitute
approximately 72% of current assets at April 30, 1994. Liquidity is
sustained principally through funds provided from operations, with short-term
time deposits and marketable securities available to provide additional
sources of cash. The Company places its cash investments in high credit
quality financial instruments and, by policy, limits the amount of credit
exposure to any one financial institution. Management does not anticipate
any difficulties in financing operations at anticipated levels. The
Company's debt to equity ratio was 0.30 to 1 at April 30, 1994 and 0.32 to 1
at July 31, 1993.
Capital expenditures totaled approximately $5,507,000 during the nine months
ended April 30, 1994.
As part of a stock repurchase program authorized by the Board of Directors,
the Company purchased 95,800 shares of common stock for its treasury during
the nine month period ending April 30, 1994 at an aggregate cost of
$1,513,000.
RESULTS OF OPERATIONS
Nine Months Fiscal 1994 (04/30/94) vs. Nine Months Fiscal 1993 (04/30/93)
Product, service, engineering and licensing revenues for the nine months
ended April 30, 1994 were $132,693,000 as compared to $121,591,000 for the
same period last year. The increase of $11,102,000 was principally due to an
increase in sales of Medical Technology Products of $18,090,000 offset by
decreased sales of Signal Processing Technology Products of $5,907,000 and
Industrial Technology Products of $1,081,000. The increase in Medical
Technology Products sales are primarily due to the inclusion of B&K. Other
operating revenue of $6,667,000 and $5,965,000 represents revenue from the
Hotel operation for the nine months ending April 30, 1994 and 1993,
respectively.
The percentage of total cost of sales to total net sales for the nine months
of fiscal 1994 and fiscal 1993 were 53% and 55%, respectively. The decrease
was primarily due to the inclusion of B&K. Operating costs associated with
the Hotel during the nine months of fiscal 1994 and 1993 were $3,924,000 and
$3,610,000, respectively.
<PAGE>
<PAGE>11
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Nine Months Fiscal 1994 (04/30/94) vs. Nine Months Fiscal 1993 (04/30/93)
(continued)
General and administrative and selling expenses increased $6,743,000
primarily due to the inclusion of B&K. Research and product development
expenses decreased $232,000 primarily due to the impact of capitalizing
computer software costs.
Computer software costs of $2,094,000 and $750,000 were capitalized in the
nine months of fiscal 1994 and 1993, respectively. Amortization of
capitalized software amounted to $1,202,000 and $825,000 in the first nine
months of fiscal 1994 and 1993, respectively.
The amortization of excess of fair value of net assets over cost acquired
from B&K was $444,000 and $35,000 for the nine months ended April 30, 1994
and 1993, respectively.
The amortization of the excess of cost over fair value of net assets acquired
from Camtronics was $156,000 and $136,000 during the first nine months of
fiscal 1994 and 1993, respectively. The amortization of the excess of cost
over fair value of net assets acquired from SKY was $134,000 and $140,000
during the first nine months of fiscal 1994 and 1993, respectively.
The Company's share of equity in losses of a privately-held company located
in Canada amounted to $595,000 and $1,275,000 for the first nine months of
fiscal 1994 and 1993, respectively.
During the first nine months of fiscal 1994 and 1993, the Company's
investment in Analogic Scientific was increased by $1,500,000 reflecting the
Company's share of Analogic Scientific's income.
Minority interest in the net income of the Company's consolidated subsidiary,
Camtronics, for the nine months ended April 30, 1994 and 1993 amounted to
$830,000 and $824,000, respectively.
Minority interest in the net income of a foreign subsidiary, B&K, for the
nine months ended April 30, 1994 amounted to $982,000.
Minority interest in the net loss of a domestic subsidiary for the nine
months ended April 30, 1994 and 1993 amounted to $177,000 and $316,000,
respectively.
The effective tax rate for the nine months of fiscal 1994 was 22% vs. 30% for
the nine months of fiscal 1993. The decrease is primarily due to non-taxable
income of a foreign subsidiary, B&K, and the utilization of research and
experimental tax credits.
<PAGE>
<PAGE>12
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Third Quarter Fiscal 1994 (04/30/94) vs. Third Quarter Fiscal 1993 (04/30/93)
Product, service, engineering and licensing revenues for the three months
ended April 30, 1994 were $43,907,000 as compared to $43,834,000 for the same
period last year. The increase of $73,000 was principally due to an increase
in sales of Medical Technology Products of $3,085,000 offset by decreased
sales of Signal Processing Technology Products of $2,457,000 and Industrial
Technology Products of $555,000. The increase in Medical Technology Products
sales are primarily due to B&K and Camtronics. Other operating revenue of
$2,098,000 and $1,643,000 represents revenue from the Hotel operation for the
three months ending April 30, 1994 and 1993, respectively.
The percentage of total cost of sales to total net sales for the three months
of fiscal 1994 and fiscal 1993 were 55% and 53%, respectively. The increase
was primarily due to B&K generating proportionately higher operating costs.
Operating costs associated with the Hotel during the three months of fiscal
1994 and 1993 were $1,280,000 and $1,117,000, respectively.
General and administrative and selling expenses decreased $346,000 primarily
due to a cost reduction program. Research and product development expenses
decreased $749,000 primarily due to the impact of capitalizing computer
software costs.
Computer software costs of $1,394,000 and $250,000 were capitalized in the
third quarter of fiscal 1994 and 1993, respectively. Amortization of
capitalized software amounted to $401,000 and $274,000 in the third quarter
of fiscal 1994 and 1993, respectively.
The amortization of excess of fair value of net assets over cost acquired
from B&K was $97,000 and $26,000 for the three months ended April 30, 1994
and 1993, respectively.
The amortization of the excess of cost over fair value of net assets acquired
from Camtronics was $52,000 and $48,000 during the third quarter of fiscal
1994 and 1993, respectively. The amortization of the excess of cost over
fair value of net assets acquired from SKY was $45,000 and $47,000 during the
third quarter of fiscal 1994 and 1993, respectively.
The Company's share of equity in losses of a privately-held company located
in Canada amounted to $260,000 for the third quarter of fiscal 1993. No
charges were recorded during the third quarter of fiscal 1994.
During the third quarter of fiscal 1994 and 1993, the Company's investment in
Analogic Scientific was increased by $500,000 reflecting the Company's share
of Analogic Scientific's income.
<PAGE>
<PAGE>13
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Third Quarter Fiscal 1994 (04/30/94) vs. Third Quarter Fiscal 1993 (04/30/93)
(continued)
Minority interest in the net income of the Company's consolidated subsidiary,
Camtronics, for the three months ended April 30, 1994 and 1993 amounted to
$290,000 and $238,000, respectively.
Minority interest in the net income of a foreign subsidiary, B&K, for the
three months ended April 30, 1994 amounted to $186,000.
Minority interest in the net loss of a domestic subsidiary for the three
months ended April 30, 1994 and 1993 amounted to $39,000 and $80,000,
respectively.
The effective tax rate for the third quarter of fiscal 1994 was 18% vs. 22%
for the third quarter of fiscal 1993. The decrease is primarily due to non-
taxable income of a foreign subsidiary, B&K, and the utilization of research
and experimental tax credits.
<PAGE>
<PAGE>14
ANALOGIC CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. 11 - Calculation of earnings per share.
(b) The Company filed a report on form 8-K during the quarterly period ended
April 30, 1994. The report, dated January 31, 1994, listed under item
5 that the Company filed a three-count third-party complaint against
Bernard Friedman, a former officer and Vice Chairman of the Board,
alleging breach of fiduciary duty, negligent misrepresentation and
intentional misrepresentation in connection with the Company's lease of
360 Audubon Road, Wakefield, Massachusetts. No financial statements
were filed therewith.
<PAGE>
<PAGE>15
ANALOGIC CORPORATION AND SUBSIDIARIES
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.
ANALOGIC CORPORATION
Registrant
Date June 10, 1994 /s/ Bernard M. Gordon
Bernard M. Gordon
President
Date June 10, 1994 /s/ John A. Tarello
John A. Tarello
Senior Vice President
(Chief Accounting Officer)
<PAGE>
<PAGE>16
ANALOGIC CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Page No.
11 Calculation of Earnings per Share 15
<PAGE>
<PAGE>1
EXHIBIT 11
ANALOGIC CORPORATION AND SUBSIDIARIES
CALCULATION OF EARNINGS PER SHARE
Net earnings per share are computed using the average number of shares
actually outstanding plus the incremental shares computed on the assumption
that certain lower priced stock options had been exercised with the proceeds
utilized to purchase treasury stock.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
PRIMARY:
Net Income $3,572,000 $3,231,000 $10,535,000 $8,932,000
Average shares outstanding 12,313,255 12,283,863 12,343,675 12,132,588
Add: Incremental shares to
reflect dilutive stock
options deemed common
stock equivalents.
(Computed by treasury
stock method.) 102,817 106,239 96,223 118,011
Common and common equivalent
shares outstanding 12,416,072 12,390,102 12,439,898 12,250,599
Earnings per share $.29 $.26 $.85 $.73
ASSUMING FULL DILUTION:
Net Income $3,572,000 $3,231,000 $10,535,000 $8,932,000
Average shares outstanding 12,313,255 12,283,863 12,343,675 12,132,588
Add: Incremental shares due to
the effect of common stock
equivalents - this assumes
that proceeds from shares
sold under dilutive stock
options (using quarter end
market price to determine
proceeds where such price
was in excess of average
quarterly prices) were
used to purchase treasury
stock. 99,142 104,431 102,465 133,071
Average common shares
outstanding 12,412,397 12,388,294 12,446,140 12,265,659
Earnings per share $.29 $.26 $.85 $.73
</TABLE>
