<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, 1995
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, 1995 was
12,375,273
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ANALOGIC CORPORATION AND SUBSIDIARIES
INDEX
Page
No.
Part I Financial Information
Consolidated Condensed Balance Sheets
April 30, 1995 and July 31, 1994 3
Consolidated Condensed Statements of Income
Three and Nine Months Ended April 30, 1995 and 1994 4
Consolidated Condensed Statements of Cash Flows
Nine Months Ended April 30, 1995 and 1994 5
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 10
Part II Other Information 11 - 12
Index to Exhibits 13
Exhibit 11 - Calculation of Earnings per Share 14
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PART I FINANCIAL INFORMATION
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(000 omitted)
April 30, July 31,*
1995 1994
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 17,392 $ 23,571
Marketable securities, at market 81,881 70,825
Accounts and notes receivable, net 39,329 35,639
Inventories 45,581 41,169
Prepaid expenses and other current assets 4,590 5,536
Total current assets 188,773 176,740
Property, plant and equipment, net 49,762 47,931
Investments in and advances to affiliated
companies 6,450 7,977
Excess of cost over acquired net assets,
net of accumulated amortization 1,057 1,347
Other assets, including unamortized software
costs ($5,906 and $5,244) 6,268 5,625
$252,310 $239,620
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Mortgage and other notes payable $ 374 $ 1,975
Obligations under capital leases 381 357
Accounts payable, trade 8,877 7,568
Accrued employee compensation and benefits 8,794 8,639
Accrued expenses 7,070 6,298
Accrued income taxes 2,177 1,332
Total current liabilities 27,673 26,169
Long-term debt:
Mortgage and other notes payable 7,062 7,381
Obligations under capital leases 3,322 3,612
Deferred income taxes 4,098 4,128
Minority interest in subsidiaries 12,191 12,120
Excess of acquired net assets over cost, net
of accumulated amortization 1,420 1,819
Stockholders' equity:
Common stock, $.05 par 683 680
Capital in excess of par value 20,363 19,911
Retained earnings 188,200 180,222
Unrealized holding gains and losses 1,760
Cumulative translation adjustments 2,613 558
Treasury stock, at cost (14,517) (14,233)
Unearned compensation (2,558) (2,747)
196,544 184,391
$252,310 $239,620
* See Note 2 of notes to consolidated condensed financial statements for
further information.
The accompanying notes are an integral part of these financial statements.
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ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(000 omitted, except per share data)
Three Months Ended Nine Months Ended
April 30, April 30,
Revenues: 1995 1994 1995 1994
Product and service, net $44,830 $43,345 $137,516 $130,429
Engineering and licensing 798 562 4,268 2,264
Other operating revenue 2,225 2,098 7,025 6,667
Interest and dividend income 1,251 1,120 3,763 3,457
Total revenues 49,104 47,125 152,572 142,817
Costs and expenses:
Cost of sales:
Product and service 25,017 23,667 77,556 68,581
Engineering and licensing 765 617 2,050 2,129
Other operating expenses 1,313 1,280 3,924 3,924
General and administrative 4,324 3,474 12,420 11,437
Selling 7,501 7,223 21,836 21,542
Research and product development 7,288 6,211 22,483 19,618
Interest expense 205 299 659 911
Loss (gain) on foreign exchange 575 (38) 679 210
Amortization of excess of acquired
net assets over cost (133) (97) (399) (444)
Amortization of excess of cost
over acquired net assets 96 96 290 290
Total cost of sales and expenses 46,951 42,732 141,498 128,198
Income from operations 2,153 4,393 11,074 14,619
Equity in net income of
unconsolidated affiliates 500 905
Income before income taxes 2,153 4,893 11,074 15,524
Provision for income taxes 500 884 2,382 3,354
Minority interest in net income (loss)
of consolidated subsidiaries (213) 437 220 1,635
Net income $ 1,866 $ 3,572 $ 8,472 $ 10,535
Average common and common
equivalent shares outstanding 12,498 12,416 12,473 12,440
Earnings per common and common
equivalent share $0.15 $0.29 $0.68 $0.85
Dividends per share NONE NONE $0.04 NONE
The accompanying notes are an integral part of these financial statements.
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<PAGE>5
ANALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(000 omitted)
Nine Months Ended
April 30,
CASH FLOWS FROM OPERATING ACTIVITIES: 1995 1994
Net income $ 8,472 $10,535
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 4,809 4,748
Amortization of capitalized software 1,764 1,202
Amortization of excess of cost over
acquired net assets 290 290
Amortization of excess of acquired net
assets over cost (399) (444)
Minority interest in net income of
consolidated subsidiaries 220 1,635
Compensation from stock grants 532 490
Gain on sale of building
Gain sale of equipment (17) (25)
Changes in operating assets and liabilities
Decrease (increase) in assets:
Accounts and notes receivable (3,690) 582
Inventories (4,412) (4,444)
Prepaid expenses and other current assets (127) 52
Other assets (104) (411)
Increase (decrease) in liabilities:
Accounts payable, trade 1,309 (1,099)
Accrued expenses and other current liabilities 927 (210)
Accrued and deferred income taxes 1,888 (142)
TOTAL ADJUSTMENTS 2,990 (2,224)
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,462 12,759
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in and advances to affiliated
companies (2,188)
Additions to property, plant and equipment (6,640) (5,507)
Capitalized software (2,303) (1,750)
Purchases of marketable securities (18,244) (9,380)
Maturities of marketable securities 10,475 7,715
Proceeds from sale of building
Proceeds from sale of property, plant and
equipment 17 31
NET CASH USED BY INVESTING ACTIVITIES (16,695) (11,079)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt and capital lease obligations (2,186) (533)
Purchase of common stock for treasury (325) (1,513)
Purchase of common stock of majority owned
subsidiary (244) (201)
Issuance of common stock pursuant to stock options
and employee stock purchase plan 249 344
Dividends paid shareholders (495)
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES (3,001) (1,903)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 2,055 784
NET DECREASE IN CASH AND CASH EQUIVALENTS (6,179) 561
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 23,571 20,482
CASH AND CASH EQUIVALENTS, END OF PERIOD $17,392 $21,043
The accompanying notes are an integral part of these financial statements.
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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, 1995 and July
31, 1994, the results of its operations for the three and nine months
ended April 30, 1995 and 1994 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, 1995 are not necessarily indicative of the
results to be expected for the fiscal year ending July 31, 1995.
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, 1994.
2. Financial statements, with the exception of the July 31, 1994 balance
sheet, are unaudited and have not been examined by independent certified
public accountants. The consolidated balance sheet as of July 31, 1994
contains data derived from audited financial statements.
3. The inventories as of April 30, 1995 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:
April 30, July 31,
1995 1994
Raw materials $17,639,000 $16,711,000
Work-in-process 16,248,000 14,982,000
Finished goods 11,694,000 9,476,000
$45,581,000 $41,169,000
4. Interest paid, net of amount capitalized, amounted to $617,000 and
$830,000 during the nine months ended April 30, 1995 and 1994,
respectively. Interest expense for the nine months ended April 30, 1995
amounted to $659,000.
5. Income taxes paid during the nine months ended April 30, 1995 and 1994
amounted to $1,674,000 and $3,292,000, respectively.
6. Effective August 1, 1994 the Company adopted the Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS. No. 115").
The Company's marketable securities have been categorized as available -
for - sale securities, as defined by SFAS No. 115, and are reflected on
the balance sheet at fair value. The net unrealized holding gains and
losses are reflected in a separate component of stockholders' equity
until realized.
7. Dividends paid for the second quarter of fiscal 1995 amounted to
$495,000 or, $.04 per share.
8. Certain financial statement items have been reclassified to conform to
the current year's format.
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ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's balance sheet reflects a current ratio of 6.8 to 1 at April 30,
1995 and July 31, 1994. Cash, cash equivalents and marketable securities,
along with accounts and notes receivable, constitute approximately 73% of
current assets at April 30, 1995. 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
0.28 to 1 at April 30, 1995 and 0.30 to 1 at July 31, 1994.
Capital expenditures totaled approximately $6,640,000 during the nine months
ended April 30, 1995.
RESULTS OF OPERATIONS
Nine Months Fiscal 1995 (04/30/95) vs. Nine Months Fiscal 1994 (04/30/94)
Product, service, engineering and licensing revenues for the nine months
ended April 30, 1995 were $141,784,000 as compared to $132,693,000 for the
same period last year. The increase of $9,091,000 was principally due to an
increase in sales of Medical Technology Products of $10,101,000 and Signal
Processing Technology Products of $3,594,000 offset by decreased sales of
Industrial Technology Products of $4,604,000. Other operating revenue of
$7,025,000 and $6,667,000 represents revenue from the Hotel operation for the
nine months ending April 30, 1995 and 1994, respectively.
The percentage of total cost of sales to total net sales for the nine months
of fiscal 1995 and fiscal 1994 were 56% and 53%, respectively. The increase
was primarily due to higher direct material costs, less than favorable
product mix, lower selling prices caused by competitive pressures in certain
ultrasound medical technology products, and additional manufacturing costs
associated with the introduction of new products. Operating costs associated
with the Hotel remained unchanged at $3,924,000 over the nine month period
ending April 30, 1995 and 1994.
General and administrative and selling expenses increased $1,277,000
primarily due to increased staffing and related expenses to support new
products. Research and product development expenses increased $2,865,000
primarily due to the Company's efforts in designing and developing newer,
more sophisticated complete systems for the medical and industrial technology
markets along with a large investment in research and development staff and
equipment. The Company anticipates making similar investments over the next
several quarters as new products enter production.
Loss on foreign exchange for the nine months of fiscal 1995 and 1994 amounted
to $679,000 and $210,000, respectively, primarily from the Company's
subsidiary in Denmark.
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ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Nine Months Fiscal 1995 (04/30/95) vs. Nine Months Fiscal 1994 (04/30/94)
(continued)
Computer software costs of $2,303,000 and $2,094,000 were capitalized in the
nine months of fiscal 1995 and 1994, respectively. Amortization of
capitalized software amounted to $1,764,000 and $1,202,000 in the first nine
months of fiscal 1995 and 1994, respectively.
The Company's share of equity in losses of a privately-held company located
in Canada includes a charge of $595,000 through nine months of fiscal 1994.
During the first nine months of fiscal 1994, 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, 1995 and 1994 amounted to
$519,000 and $830,000, respectively.
Minority interest in the net loss of B&K was $299,000 for the nine months
ended April 30, 1995 compared to minority interest in the net income of B&K
of $982,000 for the nine months ended April 30, 1994.
Minority interest in the net loss of a domestic subsidiary for the nine
months ended April 30, 1994 amounted to $177,000.
Net income for the nine months ended April 30, 1995 was $8,472,000 or $.68
per share as compared with $10,535,000 or $.85 per share for the same period
last year. As noted above, the decrease was caused primarily by lower gross
margins, higher research and product development costs relating to staffing
for designing and developing more sophisticated, complete medical and
industrial systems, and loss on foreign exchange.
-8-
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<PAGE>9
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Third Quarter Fiscal 1995 (04/30/95) vs. Third Quarter Fiscal 1994 (04/30/94)
Product, service, engineering and licensing revenues for the three months
ended April 30, 1995 were $45,628,000 as compared to $43,907,000 for the same
period last year. The increase of $1,721,000 was principally due to an
increase in sales of Medical Technology Products of $690,000 and Signal
Processing Technology Products of $2,711,000 offset by decreased sales of
Industrial Technology Products of $1,680,000. Other operating revenue of
$2,225,000 and $2,098,000 represents revenue from the Hotel operation for the
three months ending April 30, 1995 and 1994, respectively.
The percentage of total cost of sales to total net sales for the three months
of fiscal 1995 and fiscal 1994 were 57% and 55%, respectively. The increase
was primarily due to higher direct material costs, less favorable product
mix, lower selling prices caused by competitive pressures in certain
ultrasound medical technology products, and additional manufacturing costs
associated with the introduction of new products. Operating costs associated
with the Hotel during the three months of fiscal 1995 and 1994 were
$1,313,000 and $1,280,000, respectively.
General and administrative and selling expenses increased $1,128,000
primarily due to increased staffing and related expenses to support new
products. Research and product development expenses increased $1,077,000
primarily due to the Company's efforts in designing and developing newer,
more sophisticated complete systems for the medical and industrial technology
markets along with a large investment in research and development staff and
equipment. The Company anticipates making similar investments over the next
several quarters as new products enter production.
Loss on foreign exchange for the third quarter of fiscal 1995 amounted to
$575,000, versus a gain on foreign exchange of $38,000 during the third
quarter of fiscal 1994.
Computer software costs of $790,000 and $1,394,000 were capitalized in the
third quarter of fiscal 1995 and 1994, respectively. Amortization of
capitalized software amounted to $605,000 and $401,000 in the third quarter
of fiscal 1995 and 1994, respectively.
During the third quarter of fiscal 1994, the Company's investment in Analogic
Scientific was increased by $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 three months ended April 30, 1995 and 1994 amounted to
$66,000 and $290,000 respectively.
Minority interest in the net loss of B&K for the three months ended April 30,
1995 was $279,000 compared to minority interest in net income of $186,000 for
the three months ended April 30, 1994.
Minority interest in the net loss of a domestic subsidiary for the three
months ended April 30, 1994 was $39,000.
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<PAGE>10
ANALOGIC CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Third Quarter Fiscal 1995 (04/30/95) vs. Third Quarter Fiscal 1994 (04/30/94)
(continued)
The effective tax rate for the three months of fiscal 1995 was 23% vs. 18%
for the three months of fiscal 1994. The change was primarily due to losses
of a foreign subsidiary, (B&K), for which no tax benefit was recorded during
the three months of fiscal 1995.
Net income for the three months ended April 30, 1995 was $1,866,000 or $.15
per share as compared with $3,572,000 or $.29 per share for the three months
ended April 30, 1994. As noted above, the decrease was caused primarily by
lower gross margins, higher research and product development costs relating
to staffing for designing and developing more sophisticated, complete medical
and industrial systems and loss on foreign exchange.
- 10 -<PAGE>
<PAGE>11
ANALOGIC CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 5 - Other Information
Following a routine audit, by notice dated May 25, 1995 the Company was
notified by the Internal Revenue service that it proposed to adjust the
Company's tax returns for the years 1990 through 1992 by increasing its
tax liability for those years by $2,837,473, $2,151,574 and $1,762,849,
respectively. The major claims relate to an alleged forgiveness of debt
arising from the acquisition of property from a subsidiary of the FDIC
and an alleged excess accumulation of earnings.
The transaction in question was conducted in accordance with
guidelines established by the Company's independent auditors, which were
designed to guard against any unwanted tax consequences. Accordingly,
the Company believes that the claim is without merit.
Similarly, the Company's counsel believes that the claims concerning
excess accumulation of earnings are without foundation and are
erroneously based upon a lack of understanding of the nature of the
Company's business. The Company intends to vigorously contest these ill
founded claims and believes that is will prevail.
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, 1995. The report, dated March 10, 1995, listed under Item 5
that the Board of Directors declared the Company's first cash dividend
of $.04 per share, payable on March 27, 1995 to shareholders of record
on March 15, 1995 for the second quarter of fiscal 1995.
- 11 -
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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 9, 1995 /s/ Bernard M. Gordon
Bernard M. Gordon
Chairman of the Board
Chief Executive Officer
Date June 9, 1995 /s/ John A. Tarello
John A. Tarello
Senior Vice President
Chief Financial Officer
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<PAGE>13
ANALOGIC CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Page No.
11 Calculation of Earnings per Share 14
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<PAGE>14
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.
Three Months Ended Nine Months Ended
April 30, April 30,
1995 1994 1995 1994
PRIMARY:
Net Income $1,866,000 $3,572,000 $8,472,000 $10,535,000
Average shares outstanding 12,379,296 12,313,255 12,362,881 12,343,675
Add: Incremental shares to
reflect dilutive stock
options deemed common
stock equivalents.
(Computed by treasury
stock method.) 118,616 102,817 110,572 96,223
Common and common equivalent
shares outstanding 12,497,912 12,416,072 12,473,453 12,439,898
Earnings per share $.15 $.29 $.68 $.85
ASSUMING FULL DILUTION:
Net Income $1,866,000 $3,572,000 $8,472,000 $10,535,000
Average shares outstanding 12,379,296 12,313,255 12,362,881 12,343,675
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. 114,114 99,142 115,814 102,465
Average common shares
outstanding 12,493,410 12,412,397 12,478,695 12,446,140
Earnings per share $.15 $.29 $.68 $.85
- 14 -
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<PAGE>15
ANALOGIC CORPORATION
8 CENTENNIAL DRIVE
PEABODY, MASSACHUSETTS 01960
June 9, 1995
SEC Operations Center
Attn: Filer Support
Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312-2413
RE: Analogic Corporation (the "Company")
File No. 0-6715
Dear Sirs:
Pursuant to regulations of the Securities and Exchange Commission,
submitted herewith for filing on behalf of Analogic Corporation is the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April
30, 1995.
This filing is being effected by direct transmission to the Commission's
EDGAR system.
Very truly yours,
ANALOGIC CORPORATION
Michael N. Siraco
Vice President & Controller
MNS/wbf
cc: John A. Tarello
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