MDT CORP /DE/
10-Q/A, 1995-02-14
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-Q/A
(Check One)

   X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - - -------                                                                   
EXCHANGE ACT of 1934

For the quarterly period ended                    December 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  0-15308
                                              -----------

                                MDT CORPORATION
- - - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                            87-0287585
- - - ----------------------------------------                  ----------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                             Identification No.)

    2300 205th St., Torrance, CA                                   90501
- - - ----------------------------------------                  ----------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code             (310) 618-9269
                                                          ----------------------


     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
    -----------      -----------

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $1.25 par value                          6,742,864 Shares
- - - -------------------------------               ----------------------------------
            Class                             Outstanding as of January 31, 1995
<PAGE>
 
                                MDT CORPORATION

                                     INDEX


Part I             Financial Information                                 Page
                   ---------------------                                 ----
 
                   Item 1 - Financial Statements
 
                     Consolidated Balance Sheets -                        1
                       December 31, 1994, and March 31, 1994    
                                                              
                     Consolidated Statements of Income -                  2
                       Three Months Ended December 31, 1994   
                       and 1993                               
                                                              
                     Consolidated Statements of Income -                  3
                       Nine months Ended December 31, 1994     
                       and 1993                                
                                                              
                     Consolidated Statements of Cash Flows -              4
                       Nine Months Ended December 31, 1994    
                       and 1993                               
                                                              
                     Notes to Consolidated Financial Statements         5-6
 
                   Item 2 - Management's Discussion and                 7-9
                              Analysis of Financial Condition
                              and Results of Operations      
 
 
Part II            Other Information                                        
                   -----------------                              
 
                     Item 1 - Legal Proceedings                          10
                                                                             
                     Item 5 - Other Information                          10  
                                                                             
                     Item 6 - Exhibits and Reports on Form 8-K           10   

 
                   Signatures                                            11
                   ----------                                          
 

                   Exhibits                             
                   --------                             
 
                   11.0    Computation of Earnings Per Share -             
                            Three Months Ended December 31, 1994         12
                                                                           
                           Computation of Earnings Per Share -             
                            Nine Months Ended December 31, 1994          13
                                                                           
                   27.0    Financial Data Schedule                       14 
<PAGE>
 
PART I - FINANCIAL INFORMATION


                       MDT CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE> 
<CAPTION> 
                                                 December 31, 1994  March 31, 1994
                                                 -----------------  --------------

                                                       (Unaudited)    (Audited)
                                    ASSETS    
Current Assets:                               
<S>                                                   <C>           <C>
Cash                                                  $  1,053,000  $    855,000
Accounts Receivable, Less Allowance for       
  Doubtful Accounts of $584,000 and $805,000            29,289,000    29,522,000
Inventories, at Cost                                    36,745,000    40,044,000
Prepaid Expenses                                         3,238,000     2,897,000
                                                      ------------  ------------
      Total Current Assets                              70,325,000    73,318,000
Property, Plant and Equipment, at Cost,       
  Less Accumulated Depreciation and           
  Amortization of $19,352,000 and $17,112,000           28,032,000    27,860,000
Other Assets, at Cost, Less Accumulated       
  Amortization of $5,902,000 and $5,287,000              4,676,000     4,474,000
                                                      ------------  ------------
     Total Assets                                     $103,033,000  $105,652,000
                                                      ============  ============
 
<CAPTION> 
                     LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current Liabilities:
<S>                                                   <C>           <C>
Note Payable                                          $ 26,600,000  $ 24,600,000
Current Installments of Long-Term Debt                   3,616,000     3,530,000
Accounts Payable                                         8,670,000    10,752,000
Accrued Liabilities:                            
  Compensation, Payroll Taxes and Benefits                 610,000     1,607,000
  Warranty, Litigation and Other                         4,589,000     3,518,000
                                                
Deferred Income                                          2,005,000     1,767,000
Income Taxes                                               420,000       908,000
                                                      ------------  ------------
     Total Current Liabilities                          46,510,000    46,682,000
                                                
Long-Term Debt, Less Current Installments                6,275,000     8,838,000
Accrued Postretirement Benefits                          2,266,000     2,282,000
Deferred Income Taxes                                    2,828,000     2,828,000
Stockholders' Equity:                           
  Preferred Stock, Par Value $1.25 per Share;   
    Authorized 1,600,000 Shares;                
    Issued and Outstanding, None                
  Common Stock, Par Value $1.25 per Share;      
    Authorized 20,000,000 Shares;               
    Issued and Outstanding 6,742,864 Shares              8,429,000     8,429,000
Paid-In Capital                                         27,134,000    27,134,000
Retained Earnings                                        9,591,000     9,459,000
                                                      ------------  ------------
  Total Stockholders' Equity                            45,154,000    45,022,000
                                                      ------------  ------------
     Total Liabilities and Stockholders' Equity       $103,033,000  $105,652,000
                                                      ============  ============
 
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      -1-
<PAGE>
 
                       MDT CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                        THREE MONTHS ENDED DECEMBER 31

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                  1994         1993
                                               -----------  -----------
<S>                                            <C>          <C>
 
Sales                                          $34,049,000  $33,536,000
 
Cost of Sales                                   23,860,000   23,120,000
                                               -----------  -----------
 
Gross Profit                                    10,189,000   10,416,000
                                               -----------  -----------
 
Operating Expenses:
  Marketing and Sales                            5,697,000    6,011,000
  Administration                                 2,174,000    2,215,000
  Product Development                            1,059,000    1,171,000
                                               -----------  -----------
                                                 8,930,000    9,397,000
                                               -----------  -----------
 
Operating Income                                 1,259,000    1,019,000
 
Interest expense                                   932,000      700,000
Other expense                                      114,000       48,000
                                               -----------  -----------
 
Income before income taxes and
  cumulative effect of change in
   accounting method                               213,000      271,000
 
Income taxes                                        91,000      113,000
                                               -----------  -----------
 
Income before cumulative effect of
  change in accounting method                      122,000      158,000
 
Cumulative effect of change in accounting
  method for valuation of inventory                      -            -
                                               -----------  -----------
 
      Net income                               $   122,000  $   158,000
                                               ===========  ===========
 
 
Earnings per share:
  Income before cumulative effect
   of change in accounting method              $       .02  $       .02
 
  Cumulative effect of change in accounting
   method                                                -            -
                                               -----------  -----------
 
      Net income                               $       .02  $       .02
                                               ===========  ===========
 
Weighted Average Number of
  Shares Outstanding                             6,805,000    6,834,000
 
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      -2-
<PAGE>
 
                       MDT CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                         NINE MONTHS ENDED DECEMBER 31

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                   1994          1993
                                               ------------  ------------
<S>                                            <C>           <C>
 
Sales                                          $100,061,000  $101,741,000
 
Cost of Sales                                    69,280,000    68,093,000
                                               ------------  ------------
 
Gross Profit                                     30,781,000    33,648,000
                                               ------------  ------------
 
Operating Expenses:
  Marketing and Sales                            17,690,000    18,128,000
  Administration                                  6,716,000     7,137,000
  Product Development                             3,456,000     3,475,000
                                               ------------  ------------
                                                 27,862,000    28,740,000
                                               ------------  ------------
 
Operating Income                                  2,919,000     4,908,000
 
Interest expense                                  2,538,000     2,120,000
Other expense                                       150,000       189,000
                                               ------------  ------------
 
Income before income taxes and
  cumulative effect of change in
   accounting method                                231,000     2,599,000
 
Income taxes                                         99,000     1,092,000
                                               ------------  ------------
 
Income before cumulative effect of
  change in accounting method                       132,000     1,507,000
 
Cumulative effect of change in accounting
  method for valuation of inventory                       -       699,000
                                               ------------  ------------
 
      Net income                               $    132,000  $  2,206,000
                                               ============  ============
 
 
 
Earnings per share:
  Income before cumulative effect
   of change in accounting method              $        .02  $        .22
 
  Cumulative effect of change in accounting
   method                                                 -           .11
                                               ------------  ------------
 
      Net income                               $        .02  $        .33
                                               ============  ============
 
Weighted Average Number of
  Shares Outstanding                              6,755,000     6,783,000
 
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

                                      -3-
<PAGE>
 
                       MDT CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                         NINE MONTHS ENDED DECEMBER 31

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                                          1994              1993
                                                      ------------      ------------
<S>                                                   <C>               <C>
Cash flows from operating activities:                               
  Net income                                          $    132,000      $  2,206,000
  Adjustments to reconcile net income to net cash                   
    provided (used) by operating activities:                        
      Depreciation and amortization                      2,855,000         3,073,000
      Provision for losses on accounts receivable          189,000           173,000
      Change in assets and liabilities:                             
        Decrease in accounts receivable                     44,000           176,000
        (Increase) Decrease in inventories               3,299,000       ( 2,636,000)
        (Increase) in prepaid assets                   (   341,000)      ( 1,176,000)
        (Increase) in other assets                     (   818,000)      ( 1,541,000)
        (Decrease) in accounts payable and                          
          accrued and other liabilities                ( 2,272,000)      ( 2,085,000)
                                                      ------------      ------------
Net cash provided (used) by operating activities         3,088,000       ( 1,810,000)
                                                      ------------      ------------
                                                                    
Cash flows from investing activities:                               
  Payment in purchase of Hamilton product line                 ---       ( 2,671,000)
  Capital expenditures                                 ( 2,413,000)      ( 1,512,000)
                                                      ------------      ------------
  Net cash (used) by investing activities              ( 2,413,000)      ( 4,183,000)
                                                      ------------      ------------
                                                                    
Cash flows from financing activities:                               
  Proceeds from issuance of common stock                       ---             7,000
  Net borrowings on short-term line of credit            2,000,000         2,253,000
  Borrowings(Principal payments) on long-term debt     ( 2,477,000)        3,372,000
                                                      ------------      ------------
  Net cash provided by financing activities               (477,000)        5,632,000
                                                      ------------      ------------
                                                                    
Net increase (decrease) in cash                            198,000       (   361,000)
Cash, beginning of period                                  855,000         1,242,000
                                                      ------------      ------------
Cash, end of period                                   $  1,053,000      $    881,000
                                                      ============      ============
 
 
 
Supplemental disclosure of cash flow information
  Cash paid during the period for:
      Interest                                        $  1,891,000      $  1,641,000
      Income Taxes                                         400,000         1,862,000
                                                      ============      ============
 
Supplemental disclosure of noncash investing and
  financing activities:
  Capital lease obligation incurred for
    equipment purchases                                    158,000            27,000
  Common stock issued in satisfaction of
    indebtedness                                      $    ---          $  3,000,000
                                                      ============      ============
 
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.

                                      -4-
<PAGE>
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1:  BASIS OF PRESENTATION

     The financial information included herein is unaudited except for the
balance sheet as of March 31, 1994.  However, such information reflects all
adjustments which are, in the opinion of management, necessary for a fair
statement of financial position and results of operations for the interim
periods.

     The results of operations for the three and nine month periods ending
December 31, 1994, are not necessarily indicative of the results to be expected
for the full year.


NOTE 2:  INVENTORIES


     Effective April 1, 1994, the Company adopted the last-in, first-out (LIFO)
method for costing substantially all of its inventories not previously accounted
for under the LIFO method.  Management believes that the newly adopted
accounting principle is preferable in this circumstance because the LIFO method
of valuing inventories more closely matches current costs and revenues in
periods when prices of goods and services are increasing.  The Company has
experienced increased inventory costs.

The prior effect of this change is not determinable.

During the three month and nine month periods ended December 31, 1994, the
Company recorded incremental LIFO reserves of $280,000 and $315,000,
respectively.

In fiscal year 1994, approximately 44% of the Company's consolidated inventory
was valued using the LIFO method, with the balance valued using the first-in,
first-out (FIFO) method.  The composition of inventories at December 31, 1994
and March 31, 1994 is as follows:

<TABLE>
<CAPTION>
                           December 31, 1994        March 31, 1994
                           -----------------        --------------
     <S>                     <C>                      <C>
     Raw Materials            $13,522,000             $13,513,000
     Work-In Process            7,810,000               7,802,000
     Finished Goods            15,413,000              18,729,000
                              -----------             -----------
                              $36,745,000             $40,044,000
                              ===========             ===========
</TABLE>

NOTE 3:  NOTES PAYABLE


     The Company has a secured revolving line of credit with two commercial
banks which provides for advances up to $30,000,000 at  1/4% above the banks'
prime rate of interest (aggregate of 8 3/4% at December 31, 1994) with a LIBOR
plus 2 1/4% interest rate option.  The line is to be repaid in full, with all
accrued interest, on August 1, 1995, unless renewed. There is a commitment fee
of  1/4% on the unused portion of the line.  No compensating balances are
required.  The line is secured by inventories, accounts receivable, equipment
and intangible assets.
                                      -5-
<PAGE>
 
NOTE 4:  LONG-TERM DEBT

<TABLE> 
<CAPTION> 
Long-term debt at December 31, 1994 is summarized as follows:
<S>                                                              <C> 
     Secured term-loan payable to two commercial banks
       in monthly principal installments of $166,667,
       due August 1, 1998, at the banks prime rate plus
       5/8% (9.125%) with a rate step-down to 3/8% above
       prime if certain financial criteria are met. . . . . . .  $ 7,333,000

      Secured equipment leases payable in monthly or quarterly
       installments ranging from $250 to $36,000, including
       interest at rates ranging from 9.89% to 14.08%, due
       through January 31, 1999 . . . . . . . . . . . . . . . .      800,000

     Subordinated note payable to an individual in quarterly
       installments of $250,000, due December 31, 1995, with the
       balance bearing interest at a rate generally equal
       to the prime lending rate (8.5% at December 31, 1994). .    1,250,000

     Subordinated note payable in quarterly installments of
       $31,576, due September 30, 1996, with the balance bearing
       interest at prime plus 2% (10.5% at December 31, 1994)        221,000

     Secured mortgage loan payable to a commercial bank, due
       December 1997, with balance bearing interest at an
       adjustable rate (6.75% on December 31, 1994) . . . . . .      144,000

     Pennsylvania Industrial Development Authority Loan payable
       in monthly installments of $1,545 due in January 2006,
       with the balance bearing interest at 7.0%. . . . . . . .      143,000
                                                                 -----------
                                                                 $ 9,891,000
Less Current installments                                          3,616,000
                                                                 -----------
                                                                 $ 6,275,000
                                                                 ===========
</TABLE> 


                                      -6-
<PAGE>
 
                        MDT CORPORATION AND SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Three Months Ended December 31, 1994 vs. 1993

Sales for the three months ended December 31, 1994, of $34,049,000 were $513,000
higher than sales for the comparative quarter in 1993, an increase of 1.5%.
Sterility equipment sales were 3.3% higher and sales of parts, service and
consumables were 14.8% higher for the current quarter than were sales for the
comparative quarter while examining and operatory equipment sales were down
20.6% for the quarter.

Incoming orders of $34,162,000 compare to $32,649,000 for the prior quarter and
$34,689,000 for the same quarter last year, while backlog of $27,528,000 at
December 31, 1994, compares to $27,415,000 at the end of the prior quarter and
$28,443,000 a year earlier.  Both bookings and backlog reflect a pattern of
overall flatness during the past year, a period in which the debate over
healthcare reform has resulted in a changing and uncertain healthcare
marketplace.

Gross profit of $10,189,000 was $227,000, or 2.2%, lower in the current quarter
while gross profit as a percentage of sales was 29.9% in the current quarter
versus 31.1% in the comparative quarter a year earlier.  The lower gross profit
and gross profit margin reflect the shipment during the quarter of higher cost
inventory produced in earlier periods combined with the adverse impact of lower
examining and operatory equipment sales partially offset by the favorable impact
of higher sales of parts, service and consumables.

Operating expenses of $8,930,000 were $467,000, or 5.0%, lower in the third
quarter than were operating expenses in the comparative quarter a year earlier.
The reduction in operating expenses between comparative periods reflects the
implementation of the Company's announced cost reductions.  Operating expenses
as a percentage of sales for the third quarter were 26.2% as compared to 28.0%
in the same period a year earlier.

Operating income of $1,259,000 was $240,000, or 23.6%, higher in the third
quarter than was operating income for the comparative quarter in 1993,
reflecting lower operating expenses partially offset by lower gross profit.

Interest expense increased $232,000 between the comparative quarters, reflecting
both a higher level of borrowing and higher interest rates.



                                      -7-
<PAGE>
 
Other expense increased $66,000 between the comparative quarters, reflecting
principally exchange losses related to the Company's Canadian operation.

Net income of $122,000, $.02 per share, for the third quarter compares to
$158,000, $.02 per share, in the same quarter of the prior year reflecting the
factors discussed above.

Nine Months Ended December 31, 1994 vs. 1993

Sales for the nine months ended December 31, 1994, of $100,061,000 were down
$1,680,000 from sales for the comparative period in 1993, a decline of 1.7%.
Sales of parts, service and consumables were up 8.1% for the nine months
compared to the prior year while sales of sterility equipment were down 6.8% and
sales of examining and operatory equipment were down 3.6% compared to the prior
year.

Gross profit of $30,781,000 was $2,867,000, or 8.5%, lower in the first nine
months ended December 31, 1994, while gross profit as a percentage of sales was
30.8% versus 33.1% in the comparative period a year earlier.  The lower gross
profit and gross profit margin reflect charges of $371,000 and $480,000,
respectively, for costs resulting from a strike at the Company's Henrietta, New
York, plant and the portion of announced severance costs related to the
elimination of salaried manufacturing positions.  Lower gross profit and gross
profit margin also reflect the adverse impacts of lower sales and unfavorable
manufacturing variances resulting from lower levels of production at a higher
per unit cost.

Operating expenses of $27,862,000 decreased $878,000, or 3.1%, during the first
nine months compared to the same period last year, notwithstanding inclusion of
$253,000 in severance costs related to the elimination of salaried non-
manufacturing positions.  The reductions in operating expenses reflects
implementation of announced cost reduction plans.  Operating expenses as a
percentage of sales for the first nine months were 27.8% as compared to 28.2% in
the same period the prior year.

Operating income of $2,919,000 was $1,989,000, or 40.5%, lower than operating
income for the first nine months of the prior fiscal year, reflecting lower
gross profit partially offset by lower operating expenses, including
aforementioned charges.

Interest expense increased $418,000 between the comparative nine month periods,
reflecting both a higher level of borrowing and higher interest rates.



                                      -8-
<PAGE>
 
Income before accounting change of $132,000, or $.02 per share, for the nine
months compares to income before accounting change of $1,507,000, or $.22 per
share, in the same period of the prior year, reflecting the factors discussed
above.

On April 1, 1993, the Company recorded the effect of a change in accounting
method for applying overhead costs to inventory, which resulted in a cumulative
write-up to inventories of $699,000, net of tax, or $.11 per share.

Net income of $132,000, or $.02 per share, for the nine months ended December
31, 1994, compares to net income of $2,206,000, or $.33 per share, for the same
period in 1993.  Severance accruals of $733,000 for personnel cuts implemented
in prior quarters and costs related to a strike in April 1994 of $371,000, taken
together, reduced net income by $629,000, or $.09 per share, in the nine months
ended December 31, 1994.

Liquidity and Capital Resources at December 31, 1994

During the nine months ended December 31, 1994, cash provided by operations of
$3,088,000 was offset by capital expenditures of $2,413,000, including
$1,217,000 for new roofs for the Company's Henrietta, New York, facilities, and
payments on long-term debt of $2,477,000, which, taken together, resulted in
borrowings of $2,000,000 under the Company's revolving line of credit.  Cash
provided by operations included decreases in inventories of $3,299,000 partially
offset by decreases in accounts payable and accrued and other liabilities of
$2,272,000.

In December 1994 the Company completed consolidation of its former Elkhorn,
Wisconsin, operation with its North Charleston, South Carolina, operation.  The
consolidation is expected to lower overhead costs by approximately $550,000 on
an annualized basis.  Costs for the relocation had been accrued in previous
periods.

Due to higher shipments anticipated for the fourth quarter ended March 31, 1995,
normal production schedules have been resumed at each of the Company's
manufacturing facilities.  Since adopting lower production schedules in July
1994, the Company reduced inventories by $4,290,000, utilizing proceeds
primarily to reduce debt from June 30, 1994, levels, as noted above.

The Company anticipates capital expenditures of approximately $2,000,000 over
the next twelve months, primarily for production machinery and equipment and
tooling and molds.  Total committed capital expenditures were approximately
$799,000 as of December 31, 1994.

Management believes that net cash provided by operating activities in
conjunction with the Company's credit resources will be sufficient to meet the
operating cash needs of the Company for the next twelve months.


                                      -9-
<PAGE>
 
PART II - OTHER INFORMATION

Item 1  Legal Proceedings
        -----------------

        In December 1994, the Company filed a lawsuit against AbTox, Inc.,
        Ingram & Bell, Inc., Royal Columbian Hospital and Richmond Hospital
        for infringing a Canadian patent which MDT has an option to purchase
        from the inventor and his controlled corporation (jointly referred to
        as "Exitron").  The patent defines a technology utilizing plasma-
        generated neutral species in a sterilizer intended to replace ethylene
        oxide gas sterilizers and other low temperature alternatives to
        autoclaves.  MDT filed suit in the Federal Court of Canada in Ottawa,
        Ontario, Canada, seeking to enforce the patent, obtain monetary
        damages, and restrain the parties from the sale or use of a product
        which allegedly infringes the patent.

Item 5  Other Information
        -----------------

        On February 1, 1995, MDT expanded its Board of Directors from six to
        nine directors, including eight outside directors, by electing three
        new directors.  The new directors are Charles A. French, currently an
        investor in and consultant to various healthcare companies; John S.
        Gilbertson, Executive Vice President and Chief Operating Officer of
        AVX Corporation; and Katherine Schipper, Ph.D., Professor, Graduate
        School of Business of the University of Chicago.

Item 6  Exhibits and Reports on Form 8-K
        --------------------------------

<TABLE>
<CAPTION>
 
        A.   Exhibits:
                                                                      Sequentially
             Exhibit                                                    Numbered  
              Number        Description                                   Page    
             -------        -----------                               ------------
             <S>            <C>                                       <C>         
                                                                                  
               11.0         Computation of Earnings Per Share                     
                              Three Months Ended December 31, 1994             12 
                              Nine Months Ended December 31, 1994              13 
                                                                                   
               27.0         Financial Data Schedule                            14  

 
          B.   Reports on Form 8-K - No reports on Form 8-K were
                 filed in the quarter ended December 31, 1994.
</TABLE> 


                                      -10-
<PAGE>
 
                                   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.



                     /s/       Thomas Hein
                     --------------------------------------
                     (Thomas Hein, Chief Financial Officer)
                     (Duly Authorized Officer and Principal Financial Officer)



Date      February 14, 1995
      -----------------------



                                      -11-

<PAGE>
 
 
                                                                    Exhibit 11.0

                        MDT CORPORATION AND SUBSIDIARIES
                       COMPUTATION OF EARNINGS PER SHARE
                      THREE MONTHS ENDED DECEMBER 31, 1994

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                              1994            1993     
                                           ----------      ----------  
<S>                                        <C>             <C>         
Weighted average number of common                                      
  shares outstanding                        6,743,000       6,741,000  
                                                                       
Number of common equivalent shares                                     
  (determined using the Treasury                                       
  Stock Method) related to stock                                       
  options outstanding                          62,000          93,000  
                                           ----------      ----------  
                                                                       
Weighted average number of common                                      
  and common equivalent shares                                         
  outstanding                               6,805,000       6,834,000  
                                           ==========      ==========  
                                                                       
Net Income (Loss)                          $  122,000      $  158,000  
                                                                       
Earnings per share                         $      .02      $      .02   
 
</TABLE>



                                      -12-

<PAGE>
 
 
                                                                    Exhibit 11.0

                        MDT CORPORATION AND SUBSIDIARIES
                       COMPUTATION OF EARNINGS PER SHARE
                      NINE MONTHS ENDED DECEMBER 31, 1994

                                  (Unaudited)
<TABLE>
<CAPTION>
 
                                             1994              1993       
                                          ----------        ----------    
<S>                                       <C>               <C>           
Weighted average number of common                                         
  shares outstanding                       6,743,000         6,277,000    
                                                                          
Number of common equivalent shares                                        
  (determined using the Treasury                                          
  Stock Method) related to stock                                          
  options outstanding                         12,000           506,000    
                                          ----------        ----------    
                                                                          
Weighted average number of common                                         
  and common equivalent shares                                            
  outstanding                              6,755,000         6,783,000    
                                          ==========        ==========    
                                                                          
Net Income (Loss)                         $  132,000        $2,206,000    
                                                                          
Earnings per share                        $      .02        $      .33     
 
</TABLE>



                                      -13-


<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND> 
This schedule contains summary financial information extracted from the
financial statements included in the registrant's quarterly report on Form 10-Q
for the quarter ended December 31, 1994, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER>           1,000
       
<S>                           <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>                           MAR-31-1995
<PERIOD-START>                              OCT-01-1994
<PERIOD-END>                                DEC-31-1994
<CASH>                                            1,053
<SECURITIES>                                          0
<RECEIVABLES>                                    29,873
<ALLOWANCES>                                       (584)
<INVENTORY>                                      36,745    
<CURRENT-ASSETS>                                 70,325
<PP&E>                                           47,384    
<DEPRECIATION>                                  (19,352)     
<TOTAL-ASSETS>                                  103,033  
<CURRENT-LIABILITIES>                            46,510  
<BONDS>                                           6,275
<COMMON>                                          8,429
                                 0 
                                           0
<OTHER-SE>                                       36,725
<TOTAL-LIABILITY-AND-EQUITY>                    103,033
<SALES>                                          34,049
<TOTAL-REVENUES>                                 34,049
<CGS>                                            23,860
<TOTAL-COSTS>                                    23,860
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                     80
<INTEREST-EXPENSE>                                  932
<INCOME-PRETAX>                                     213
<INCOME-TAX>                                         91
<INCOME-CONTINUING>                                 122
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                        122
<EPS-PRIMARY>                                      0.02
<EPS-DILUTED>                                      0.02
        


</TABLE>


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