<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 January 31, 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 January 31, 1994 was
12,312,224
<PAGE>
<PAGE>2
ANALOGIC CORPORATION AND SUBSIDIARIES
INDEX
Page
No.
Part I Financial Information
Consolidated Condensed Balance Sheets
January 31, 1994 and July 31, 1993 3
Consolidated Condensed Statements of Income
Three and Six Months Ended January 31, 1994 and 1993 4
Consolidated Condensed Statements of Cash Flows
Six Months Ended January 31, 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>
January 31, July 31, *
1994 1993
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 18,153 $ 20,482
Marketable securities, at cost which
approximates market 66,825 67,340
Accounts and notes receivable - net 35,409 33,116
Inventories 43,467 39,940
Prepaid expenses and other current assets 3,733 4,330
Total current assets 167,587 165,208
Property, plant and equipment, net 48,356 47,287
Investments in and advances to affiliated companies 6,154 5,289
Excess of cost over acquired net assets,
net of accumulated amortization 1,539 1,640
Other assets, including unamortized software
costs ($3,440 and $3,541) 3,903 3,999
$227,539 $223,423
/TABLE
<PAGE>
<PAGE>4
PART I FINANCIAL INFORMATION
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(000 omitted)
<TABLE>
<CAPTION>
January 31, July 31, *
1994 1993
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Mortgage and other notes payable $ 368 $ 365
Obligations under capital leases 380 386
Accounts payable, trade 7,212 8,496
Accrued employee compensation and benefits 7,180 7,941
Accrued expenses 6,701 6,339
Accrued income taxes 1,365 2,094
Total current liabilities 23,206 25,621
Long-term debt:
Mortgage and other notes payable 8,971 9,227
Obligations under capital leases 3,792 3,978
Deferred income taxes 3,041 3,066
Minority interest in subsidiaries 11,250 10,611
Excess of acquired net assets over cost, net
of accumulated amortization 2,215 2,013
Stockholders' equity:
Common stock, $.05 par 677 676
Capital in excess of par value 19,141 18,807
Retained earnings 172,529 165,565
Cumulative translation adjustments (751) (614)
Treasury stock, at cost (14,021) (12,822)
Unearned compensation (2,511) (2,705)
175,064 168,907
$227,539 $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 Six Months Ended
January 31, January 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Revenues:
Product and service, net $45,796 $39,507 $87,084 $75,734
Engineering and licensing 833 826 1,702 2,023
Other operating revenue 1,805 1,632 4,569 4,322
Interest and dividend income 1,153 1,015 2,337 1,920
Total revenues 49,587 42,980 95,692 83,999
Costs and expenses:
Cost of sales:
Product and service 23,877 21,915 44,914 42,273
Engineering and licensing 651 655 1,512 1,176
Other operating expenses 1,177 1,114 2,644 2,493
General and administrative 3,972 3,620 7,963 7,162
Selling 7,517 4,244 14,567 8,279
Research and product development 6,822 6,663 13,407 12,890
Interest expense 311 240 612 443
Amortization of excess of acquired
net assets over cost (233) (9) (347) (9)
Amortization of excess of cost
over acquired net assets 97 95 194 181
Total cost of sales and expenses 44,191 38,537 85,466 74,888
Income from operations 5,396 4,443 10,226 9,111
Equity in net income of
unconsolidated affiliates 340 260 405 (15)
Income before income taxes 5,736 4,703 10,631 9,096
Provision for income taxes 895 1,547 2,470 3,045
Minority interest in net income
of consolidated subsidiaries 1,079 225 1,198 350
Net income $ 3,762 $ 2,931 $ 6,963 $ 5,701
Average common and common
equivalent shares
outstanding 12,447 12,186 12,451 12,183
Earnings per common and common
equivalent share $0.30 $0.24 $0.56 $0.47
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>
Six Months Ended
January 31,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,963 $ 5,701
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,198 4,087
Amortization of capitalized software 801 552
Amortization of excess of cost over
net acquired assets 194 181
Amortization of the excess of acquired net
assets over cost (347) (9)
Minority interest in net income of
consolidated subsidiaries 1,198 350
Compensation from stock grants 378 88
Gain on sale of equipment (18) (11)
Changes in operating assets and liabilities
Decrease (Increase) in assets:
Accounts and notes receivable (2,293) 1,981
Inventories (3,527) (35)
Prepaid expenses and other current assets 497 1,188
Other assets (5) (109)
Increase (Decrease) in liabilities:
Accounts payable, trade (1,284) 3,269
Accrued expenses and other current liabilities (399) (4,109)
Accrued and deferred income taxes (654) 671
TOTAL ADJUSTMENTS (2,261) 8,094
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,702 13,795
/TABLE
<PAGE>
<PAGE>7
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(000 omitted)
<TABLE>
<CAPTION>
Six Months Ended
January 31,
1994 1993
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advances to affiliated companies (865) (1,433)
Additions to property, plant and equipment (4,271) (2,088)
Capitalized software (700) (500)
Proceeds on maturities of marketable securities, net 515 1,415
Proceeds from sale of property, plant and equipment 22 26
Acquisition of businesses, net of cash acquired 3,333
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (5,299) 753
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in debt (6,000)
Payments on debt and capital lease obligations (445) (454)
Purchase of common stock for treasury (1,237) (1,363)
Purchase of common stock of majority owned subsidiary (240) (222)
Issuance of common stock pursuant to stock options
and employee stock purchase plan 190 1,398
NET CASH USED BY FINANCING ACTIVITIES (1,732) (6,641)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,329) 7,907
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 20,482 11,831
CASH AND CASH EQUIVALENTS, END OF PERIOD $18,153 $19,738
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 January 31, 1994 and
July 31, 1993, the results of its operations for the three and six
months ended January 31, 1994 and 1993 and statements of cash flows for
the six months then ended. The results of the operations for the three
and six months ended January 31, 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 January 31, 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>
January 31, July 31,
1994 1993
<S> <C> <C>
Raw materials $18,154,000 $15,555,000
Work-in-process 15,838,000 15,643,000
Finished goods 9,475,000 8,742,000
$43,467,000 $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 approximately 60% in
accordance with the shareholders' agreement during the six months ended
January 31, 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 $2,828,000. This excess of acquired net assets
over cost is being amortized over a 5 year period beginning in January,
1993. Accumulated amortization amounted to $613,000 as of January 31,
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 six months ended January 31, 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.
Closure of this agreement is anticipated to occur no later than March
31, 1994.
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 six months ended January 31, 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 $530,000 and
$446,000 during the six months ended January 31, 1994 and 1993,
respectively. Interest expense for the six months ended January 31,
1994 amounted to $612,000.
9. Income taxes paid during the six months ended January 31, 1994 and 1993
amounted to $2,946,000 and $2,402,000, 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 January 31, 1994 reflects a current ratio of
7.2 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 January 31, 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 January 31, 1994 and 0.32 to
1 at July 31, 1993.
Capital expenditures totaled approximately $4,271,000 during the six months
ended January 31, 1994.
As part of a stock repurchase program authorized by the Board of Directors,
the Company purchased 78,800 shares of common stock for its treasury during
the six month period ending January 31, 1994 at an aggregate cost of
$1,237,000.
RESULTS OF OPERATIONS
Six Months Fiscal 1994 (01/31/94) vs. Six Months Fiscal 1993 (01/31/93)
Product, service, engineering and licensing revenues for the six months ended
January 31, 1994 were $88,786,000 as compared to $77,757,000 for the same
period last year. The increase of $11,029,000 was principally due to an
increase in sales of Medical Technology Products of $15,005,000 offset by
decreased sales of Signal Processing Technology Products of $3,451,000 and
Industrial Technology Products of $525,000. The increase in Medical
Technology Products sales are primarily due to the inclusion of B&K. Other
operating revenue of $4,569,000 and $4,322,000 represents revenue from the
Hotel operation for the six months ending January 31, 1994 and 1993,
respectively.
The increase in interest and dividend income was primarily due to an increase
in the amount of resources available for investment purposes.
The percentage of total cost of sales to total net sales for the six months
of fiscal 1994 and fiscal 1993 were 52% and 56%, respectively. The decrease
was primarily due to the inclusion of B&K. Operating costs associated with
the Hotel during the six months of fiscal 1994 and 1993 were $2,644,000 and
$2,493,000, respectively.
<PAGE>
<PAGE>11
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Six Months Fiscal 1994 (01/31/94) vs. Six Months Fiscal 1993 (01/31/93)
(continued)
General and administrative and selling expenses increased $7,089,000
primarily due to the inclusion of B&K. Research and product development
expenses increased $517,000 primarily due to the inclusion of B&K.
Interest expense increased $169,000 primarily due to the inclusion of B&K.
Computer software costs of $700,000 and $500,000 were capitalized in the six
months of fiscal 1994 and 1993, respectively. Amortization of capitalized
software amounted to $801,000 and $541,000 in the first six months of fiscal
1994 and 1993, respectively.
The amortization of excess of fair value of net assets over cost acquired
from B&K was $347,000 and $9,000 for the six months ended January 31, 1994
and 1993, respectively.
The amortization of the excess of cost over fair value of net assets acquired
from Camtronics was $104,000 and $88,000 during the first six months of
fiscal 1994 and 1993, respectively. The amortization of the excess of cost
over fair value of net assets acquired from SKY was $90,000 and $93,000
during the first six months of fiscal 1994 and 1993, respectively.
The Company's share of equity in losses of a privately-held company located
in Canada includes a charge of $595,000 and $1,015,000 for the first six
months of fiscal 1994 and 1993, respectively.
During the first six months of fiscal 1994 and 1993, the Company's investment
in Analogic Scientific was increased by $1,000,000 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 six months ended January 31, 1994 and 1993 amounted to
$541,000 and $586,000, respectively.
Minority interest in the net income of a foreign subsidiary, B&K, for the six
months ended January 31, 1994 amounted to $795,000.
Minority interest in the net loss of a domestic subsidiary for the six months
ended January 31, 1994 and 1993 amounted to $138,000 and $236,000,
respectively.
The effective tax rate for the six months of fiscal 1994 was 23% vs. 33% for
the six 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
Second Quarter Fiscal 1994 (01/31/94) vs. Second Quarter Fiscal 1993
(01/31/93)
Product, service, engineering and licensing revenues for the three months
ended January 31, 1994 were $46,629,000 as compared to $40,333,000 for the
same period last year. The increase of $6,296,000 was principally due to an
increase in sales of Medical Technology Products of $8,186,000 offset by
decreased sales of Signal Processing Technology Products of $1,755,000 and
Industrial Technology Products of $135,000. The increase in Medical
Technology Products sales are primarily due to the inclusion of B&K. Other
operating revenue of $1,805,000 and $1,632,000 represents revenue from the
Hotel operation for the three months ending January 31, 1994 and 1993,
respectively.
The increase in interest and dividend income was primarily due to an increase
in the amount of resources available for investment purposes.
The percentage of total cost of sales to total net sales for the three months
of fiscal 1994 and fiscal 1993 were 53% and 56%, respectively. The decrease
was primarily due to the inclusion of B&K. Operating costs associated with
the Hotel during the three months of fiscal 1994 and 1993 were $1,177,000 and
$1,114,000, respectively.
General and administrative and selling expenses increased $3,625,000
primarily due to the inclusion of B&K. Research and product development
expenses increased $159,000 primarily due to the inclusion of B&K.
Interest expense increased $71,000 primarily due to the inclusion of B&K.
Computer software costs of $350,000 and $250,000 were capitalized in the
second quarter of fiscal 1994 and 1993, respectively. Amortization of
capitalized software amounted to $401,000 and $271,000 in the second quarter
of fiscal 1994 and 1993, respectively.
The amortization of excess of fair value of net assets over cost acquired
from B&K was $233,000 and $9,000 for the three months ended January 31, 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 second 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
second quarter of fiscal 1994 and 1993, respectively.
The Company's share of equity in losses of a privately-held company located
in Canada includes a charge of $160,000 and $240,000 for the second quarter
of fiscal 1994 and 1993, respectively.
During the second 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
Second Quarter Fiscal 1994 (01/31/94) vs. Second Quarter Fiscal 1993
(01/31/93) (continued)
Minority interest in the net income of the Company's consolidated subsidiary,
Camtronics, for the three months ended January 31, 1994 and 1993 amounted to
$275,000 and $313,000, respectively.
Minority interest in the net income of a foreign subsidiary, B&K, for the
three months ended January 31, 1994 amounted to $826,000.
Minority interest in the net loss of a domestic subsidiary for the three
months ended January 31, 1994 and 1993 amounted to $22,000 and $88,000,
respectively.
The effective tax rate for the second quarter of fiscal 1994 was 16% vs. 33%
for the second 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) During the quarter ended January 31, 1994, the Company filed form 8-K
dated January 31, 1994, reporting 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 March 11, 1994 /s/ Bernard M. Gordon
Bernard M. Gordon
President
Date March 11, 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 Six Months Ended
January 31, January 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
PRIMARY:
Net Income $3,762,000 $2,931,000 $6,963,000 $5,701,000
Average shares outstanding 12,349,859 12,061,348 12,358,388 12,059,416
Add: Incremental shares to
reflect dilutive stock
options deemed common
stock equivalents.
(Computed by treasury
stock method.) 97,221 124,972 92,926 123,897
Common and common equivalent
shares outstanding 12,447,080 12,186,320 12,451,314 12,183,313
Earnings per share $.30 $.24 $.56 $.47
ASSUMING FULL DILUTION:
Net Income $3,762,000 $2,931,000 $6,963,000 $5,701,000
Average shares outstanding 12,349,859 12,061,348 12,358,388 12,059,416
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. 108,758 175,383 104,127 147,391
Average common shares
outstanding 12,458,617 12,236,731 12,462,515 12,206,807
Earnings per share $.30 $.24 $.56 $.47
</TABLE>
