<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended JUNE 30, 1996 Commission File Number 1-5620
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SAFEGUARD SCIENTIFICS, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1609753
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(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
800 THE SAFEGUARD BUILDING, 435 DEVON PARK DRIVE WAYNE, PA 19087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 293-0600
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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 and 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
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Number of shares outstanding as of AUGUST 9, 1996
Common Stock 29,949,982
<PAGE>
SAFEGUARD SCIENTIFICS, INC.
QUARTERLY REPORT FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE
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Item 1 - Financial Statements:
Consolidated Balance Sheets -
June 30, 1996 (unaudited) and December 31, 1995 . . . . . . . . . 3
Consolidated Statements of Operations (unaudited)-
Three and Six Months Ended June 30, 1996 and 1995 . . . . . . . . 5
Consolidated Statements of Cash Flows (unaudited)-
Six Months Ended June 30, 1996 and 1995 . . . . . . . . . . . . . 7
Notes to Consolidated Financial Statements. . . . . . . . . . . . 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . 9
PART II - OTHER INFORMATION
---------------------------
Item 5 - Other Information . . . . . . . . . . . . . . . . . . . . . . 15
Item 6 - Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2
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SAFEGUARD SCIENTIFICS, INC.
CONSOLIDATED BALANCE SHEETS
(000 omitted)
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 1996 1995
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(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 38,354 $ 7,267
Receivables less allowances ($2,923-1996; $2,644-1995) 349,910 285,684
Inventories 213,011 197,948
Other current assets 5,897 7,376
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Total current assets 607,172 498,275
PROPERTY, PLANT AND EQUIPMENT 78,450 80,235
Less accumulated depreciation and amortization (34,564) (36,960)
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43,886 43,275
COMMERCIAL REAL ESTATE 26,591 25,810
Less accumulated depreciation (8,500) (8,023)
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18,091 17,787
OTHER ASSETS
Investments 140,101 132,860
Notes and other receivables 10,086 5,882
Excess of cost over net assets of businesses acquired 26,717 28,830
Other 21,296 15,965
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198,200 183,537
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$ 867,349 $ 742,874
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</TABLE>
3
<PAGE>
SAFEGUARD SCIENTIFICS, INC.
CONSOLIDATED BALANCE SHEETS
(000 omitted except shares)
June 30 December 31
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
------------ -----------
(UNAUDITED)
CURRENT LIABILITIES
Current commercial real estate debt $ 334 $ 3,103
Current debt obligations 6,162 9,382
Accounts payable 206,857 192,919
Accrued expenses 66,821 66,212
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Total current liabilities 280,174 271,616
LONG TERM DEBT 185,069 204,431
COMMERCIAL REAL ESTATE DEBT 20,042 17,380
DEFERRED TAXES 24,765 28,449
MINORITY INTEREST AND OTHER 77,336 66,689
CONVERTIBLE SUBORDINATED NOTES 115,000
SHAREHOLDERS' EQUITY
Common stock, par value $.10 a share
Authorized 100,000,000 shares
Issued 32,799,342 shares 3,280 3,280
Additional paid-in capital 20,584 20,709
Retained earnings 119,431 110,043
Treasury stock, at cost
2,849,360 shares-1996; 3,434,828 shares-1995 (9,104) (10,471)
Net unrealized appreciation on investments 30,772 30,748
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164,963 154,309
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$ 867,349 $ 742,874
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4
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SAFEGUARD SCIENTIFICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(000 omitted except per share data)
Three Months Ended
June 30
---------------------------------
1996 1995
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(UNAUDITED)
REVENUES
Net Sales
Product $479,464 $336,891
Services 47,978 33,681
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Total net sales 527,442 370,572
Gains on sales of securities, net 6,279 4,591
Other income 1,950 2,117
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Total revenues 535,671 377,280
COSTS AND EXPENSES
Cost of sales- product 425,712 297,761
Cost of sales- services 32,980 22,003
Selling 31,347 22,479
General and administrative 21,195 15,712
Depreciation and amortization 4,868 4,136
Interest 5,803 5,106
Income from equity investments (1,079) (696)
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Total costs and expenses 520,826 366,501
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EARNINGS BEFORE MINORITY INTEREST AND TAXES 14,845 10,779
Minority interest (5,832) (2,836)
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EARNINGS BEFORE TAXES ON INCOME 9,013 7,943
Provision for taxes on income 3,605 3,177
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NET EARNINGS $ 5,408 $ 4,766
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EARNINGS PER SHARE
Primary $ .16 $ .15
Fully diluted $ .16 $ .14
AVERAGE COMMON SHARES OUTSTANDING
Primary 31,333 30,579
Fully diluted 31,349 30,717
5
<PAGE>
SAFEGUARD SCIENTIFICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(000 omitted except per share data)
Six Months Ended
June 30
---------------------------------
1996 1995
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(UNAUDITED)
REVENUES
Net Sales
Product $867,137 $651,402
Services 90,402 62,329
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Total net sales 957,539 713,731
Gains on sales of securities, net 11,959 6,599
Other income 3,838 5,049
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Total revenues 973,336 725,379
COSTS AND EXPENSES
Cost of sales- product 770,435 575,421
Cost of sales- services 60,026 41,195
Selling 59,301 43,488
General and administrative 38,860 29,692
Depreciation and amortization 9,484 8,173
Interest 11,158 10,114
Income from equity investments (1,966) (1,566)
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Total costs and expenses 947,298 706,517
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EARNINGS BEFORE MINORITY INTEREST AND TAXES 26,038 18,862
Minority interest (10,391) (5,027)
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EARNINGS BEFORE TAXES ON INCOME 15,647 13,835
Provision for taxes on income 6,259 5,533
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NET EARNINGS $ 9,388 $ 8,302
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------------ -----------
EARNINGS PER SHARE
Primary $ .28 $ .26
Fully diluted $ .28 $ .24
AVERAGE COMMON SHARES OUTSTANDING
Primary 31,195 30,372
Fully diluted 31,261 30,633
6
<PAGE>
SAFEGUARD SCIENTIFICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 omitted)
Six Months Ended
June 30
----------------------------
1996 1995
------------ ------------
(UNAUDITED)
OPERATING ACTIVITIES
Net earnings $ 9,388 $ 8,302
Adjustments to reconcile net earnings to cash
from operating activities
Depreciation and amortization 9,484 8,173
Deferred income taxes (1,716) (698)
Income from equity investments (1,966) (1,566)
Gains on sales of securities, net (11,959) (6,599)
Minority interest, net 6,234 3,016
------------ ------------
9,465 10,628
Cash provided (used) by changes in working
capital items
Receivables (63,879) 17,302
Inventories (15,170) 5,313
Accrued liabilities and other 14,646 (27,120)
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(64,403) (4,505)
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Cash provided (used) by operating activities (54,938) 6,123
Proceeds from sales of securities, net 35,285 13,044
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Cash provided (used) by operating activities
and sales of securities, net (19,653) 19,167
OTHER INVESTING ACTIVITIES
Investments and notes acquired, net (24,769) (3,841)
Capital expenditures (9,022) (5,860)
Business acquisitions, net of cash acquired (5,655) (1,754)
Other, net (4,336) (4,765)
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Cash (used) by other investing activities (43,782) (16,220)
FINANCING ACTIVITIES
Issuance of subordinated notes, net 112,109
Net repayments on revolving credit facilities (11,763) (820)
Net repayments on term debt (8,111) (804)
Issuance of Company and subsidiary stock 2,287 2,398
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Cash provided by financing activities 94,522 774
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INCREASE IN CASH AND CASH EQUIVALENTS 31,087 3,721
Cash and Cash Equivalents - beginning of year 7,267 7,860
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 38,354 $ 11,581
------------ ------------
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7
<PAGE>
SAFEGUARD SCIENTIFICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
1. The accompanying unaudited interim consolidated financial statements were
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The Summary of Accounting
Policies and Notes to Consolidated Financial Statements included in the
1995 Form 10-K should be read in conjunction with the accompanying
statements. These statements include all adjustments (consisting only of
normal recurring adjustments) which the Company believes are necessary for
a fair presentation of the statements. The interim operating results are
not necessarily indicative of the results for a full year.
2. In February 1996, the Company issued $115 million of 6% Convertible
Subordinated Notes due February 1, 2006. The Notes are convertible into
the Company's Common Stock at $28.985 per share. The Company used
approximately $67 million of the net proceeds from the Notes to repay
all of the Company's outstanding indebtedness under its revolving credit
facility at that date.
3. During April 1996, CompuCom executed amendments to its August 1993
Financing and Security Agreement ("Credit Facility") eliminating the
$60 million fixed rate portion and increasing the amount of borrowings
CompuCom may allocate to LIBOR tranches up to $165 million. The amount of
the Credit Facility remained at $175 million, with the interest rate on
the remaining $10 million at prime. The amendment also extended the
maturity date of the Credit Facility to April 1, 1998. In addition, during
April 1996, CompuCom entered into an agreement for a $75 million receivable
securitization whereby a portion of trade receivables are pledged to a
third party as collateral, increasing its financing capability to $250
million. The interest rate applicable to the receivable securitization is
based upon the commercial paper rate (which at June 30, 1996 was 5.4%) plus
.55%. The receivable securitization agreement matures on April 1, 1998,
subject to certain conditions.
4. All share and per share data and related data have been retroactively
adjusted to reflect the two-for-one and three-for-two splits of the
Company's common shares effective July 17, 1996 and August 31, 1995,
respectively.
5. Certain amounts in the 1995 consolidated financial statements have been
reclassified to conform with the 1996 presentation, the most significant
of which is the reclassification of direct expenses related to services
revenue from operating expenses to cost of sales. These reclassifications
had no effect on previously reported net earnings or shareholders' equity.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's business strategy is the development of advanced
technology-oriented, entrepreneurially-driven partnership companies to
achieve maximum returns for its shareholders. The Company provides to its
partnership companies and associated venture funds active strategic
management, operating guidance, acquisition and disposition assistance, board
and management recruitment and innovative financing. The Company offers its
shareholders, through the rights offering process, the opportunity to acquire
direct ownership in selected partnership companies which are ready for public
ownership.
If the Company significantly increases or reduces its investment in any
of the partnership companies, the Company's consolidated net sales and
earnings may fluctuate primarily due to the applicable accounting methods
used for recognizing its participation in the operating results of those
companies.
The net sales and related costs and expenses of a partnership company
are included in the Company's consolidated operating results if the Company
owns more than 50% of the voting securities of the partnership company.
Participation of shareholders other than the Company in the earnings or
losses of the partnership company is reflected in the caption "Minority
interest" in the Consolidated Statement of Operations which adjusts
consolidated earnings to reflect only the Company's share of the earnings or
losses of the partnership company.
Investments in companies owned 50% or less, in which significant
influence is exercised, are accounted for on the equity method of accounting.
Under this method, the partnership company's net sales and related costs and
expenses are not included in the Company's consolidated operating results;
however, the Company's share of the earnings or losses of the partnership
company are reflected under the caption "Income (loss) from equity
investments" in the Consolidated Statement of Operations. Under either
consolidation accounting or the equity method of accounting, only the
Company's share of the earnings or losses of the partnership company is
included in the Consolidated Statement of Operations.
OPERATIONS OVERVIEW
Net sales for the quarter and six months ended June 30, 1996 increased
to $527.4 million and $957.5 million from $370.6 million and $713.7 million
for the same periods in 1995, respectively. Net earnings for the quarter
ended June 30, 1996 were $5.4 million, or $.16 a share, compared to $4.8
million, or $.15 a share, for the same period in 1995. Net earnings for the
six months ended June 30, 1996 were $9.4 million, or $.28 a share, compared
to $8.3 million, or $.26 a share, for the comparable period in 1995. CompuCom
represented 96% and 94% of the Company's total net sales for the first six
months of 1996 and 1995, respectively. As a result of the relative
significance of CompuCom in the consolidated results, fluctuations in other
business units have tended to have a minimal impact.
9
<PAGE>
The 42% and 34% net sales increase for the three and six months ended
June 30, 1996 primarily reflects the 45% and 37% increase at CompuCom.
CompuCom's product revenue for the three and six months ended June 30, 1996
increased 44% and 35%, respectively. This increase in product revenue
reflects higher demand for personal computers, particularly related to the
current Pentium upgrade cycle occurring in large corporations, as well as
increased demand for laptops. The strong product results also reflect the
advancements CompuCom has made in customer procurement systems, data
warehouse queries and web-based order statusing, reducing the customers'
overall procurement cost. CompuCom's services revenue for the three and six
months ended June 30, 1996 increased 54% and 60%, respectively. The increase
in services revenue reflects CompuCom's continued focus on expanding its
network and technology services at competitive prices, as well as the impact
of various small service acquisitions.
CompuCom's net earnings, excluding a non-recurring gain from the sale of
securities, increased 47% and 49% for the three and six months ended June 30,
1996 primarily as a result of the growth in sales. However, the Company's
share of CompuCom's operating earnings, after allocation to minority
interest, increased only 17% and 18% for the three and six months ended June
30, 1996 due to the decrease in the Company's ownership of CompuCom from
approximately 63% in the first half of 1995 to approximately 50% in the first
half of 1996. The Company continues to hold up to a 60% voting interest in
CompuCom as a result of voting rights associated with the Company's ownership
of CompuCom's Series B cumulative convertible preferred stock.
The Company's increased net earnings in the three and six months ended
June 30, 1996 over the comparable periods of 1995 resulted primarily from the
increase in CompuCom's net earnings and higher securities gains, partially
offset by lower year-to-date earnings in the Company's Information Solutions
segment and additional corporate expenses incurred to support the growing
activities of the partnership companies.
Securities gains for the three and six months ended June 30, 1996
included gains from the open market sales of a portion of the Company's
interest in Coherent ($7.6 million and $9.3 million, respectively) and
Cambridge ($4.6 million and $9.7 million, respectively). Also included in
second quarter 1996 securities gains is $4.4 million which represents the
Company's share of CompuCom's gain from the sale of substantially all of
their holdings in PC Service Source, Inc. Partially offsetting these gains
were a $4.5 million second quarter write-down of the Company's holdings in
Sybase, Inc. due to the other than temporary decline in the market price of
that stock and provisions recorded for other investments and notes.
Securities gains in 1995 consisted primarily of gains from the open market
sales of a portion of the Company's interest in Coherent and the Company's
remaining interest in Novell.
10
<PAGE>
Earnings in the Company's Information Solutions segment were lower in
the six months ended June 30, 1996 compared to the same period in 1995
primarily due to the continuing deferral of customer buying decisions
associated with the development by Premier Solutions Ltd. of new Windows and
UNIX based versions of its software and from merger activity at large
financial institutions, Premier's primary market. Premier completed the
development of the Windows based version of its software in the second
quarter of 1996 and expects to complete the UNIX version for beta testing
late in 1996. Partially offsetting the lower Premier earnings were modestly
higher earnings at Tangram Enterprise Solutions primarily due to the
availability in the second quarter of 1996 of Tangram's new asset tracking
software, Asset Insight.
Income from equity investments improved both in the three and six month
periods ended June 30, 1996. The Company's public equity investments include
Cambridge Technology Partners, Coherent Communications, USDATA Corporation
and Integrated Systems Consulting Group (ISCG).
Cambridge's second quarter operating earnings increased 55% on a 49%
revenue increase, as it continues to see increased demand for its services in
North America and Europe resulting from its ability to provide highly
strategic applications that improve business processes while limiting
financial risk. Cambridge continued to expand in the second quarter, both
domestically and internationally, and also introduced two new services which
have received very positive initial client response. Safeguard owns
approximately 20% of Cambridge's common stock at June 30, 1996.
Coherent reported increased earnings of 26% on a 20% sales increase for
the second quarter of 1996. Strong increases in sales of both transmission
and teleconferencing equipment in North America, Asia-Pacific, and Latin
America were partially offset by softness in Europe. Coherent continued their
efforts in product and international expansion by completing successful beta
testing of four new products and the opening of customer assistance offices in
Tokyo, Beijing, and Singapore in the second quarter. Safeguard owns
approximately 34% of Coherent's common stock at June 30, 1996.
In March 1996, USDATA released its most recent version of its
FactoryLink software, the FactoryLink Enterprise Control System (ECS), for PC
platforms. USDATA's revenues and earnings decreased in the second quarter of
1996 compared to the same period of 1995 primarily as a result of customers
evaluating the new version of FactoryLink, and thus postponing purchases of
the older version, along with the delay in the UNIX and Sun releases of the
software. Safeguard owns approximately 21% of USDATA's common stock at
June 30, 1996.
ISCG reported increased earnings of 66% on a 50% sales increase for the
second quarter of 1996. During the second quarter, the Company completed the
rights offering of ISCG common stock to the Company's shareholders. As a
result of the rights offering, the Company owns less than 10% of ISCG's
common stock at June 30, 1996 ; accordingly, the Company will not account for
its investment in ISCG on the equity method of accounting subsequent to the
second quarter.
11
<PAGE>
The Company's overall gross margin was 13.0% and 13.3% in the three and
six months ended June 30, 1996, compared to 13.7% and 13.6% for the
comparable periods in 1995. CompuCom's product gross margin for the three and
six months ended June 30, 1996 was 10.1%, down from the same periods in 1995
of 10.4% and 10.5%. The lower product margin at CompuCom is principally due
to pricing to win new business and increased pricing pressures from
competitors. Future product margins at CompuCom will be influenced by
manufacturers' pricing strategies together with competitive pressures from
other resellers in the industry. CompuCom's services gross margin for the
three months ended June 30, 1996 decreased to 30.0% in 1996 from 32.7% in
1995, primarily as a result of CompuCom's increased investment in expanding
its service offerings and lower gross margins in its field engineering
business, primarily relating to the utilization of engineers, partially
offset by an increase in higher margin services. On a year-to-date basis,
CompuCom's services gross margin in 1996 improved to 33.3% from 30.8% in 1995
primarily due to an increase in higher-end, higher margin services performed
for customers. Future improved profitability at CompuCom will depend on its
ability to retain and hire quality service personnel, increased focus on
providing technical service and support to customers, competition,
manufacturer product pricing changes, product availability, effective
utilization of vendor programs, and control of operating expenses. CompuCom
participates in certain manufacturer-sponsored programs designed to increase
sales of specific products. These programs, excluding volume rebates, are not
material when compared to CompuCom's overall financial results.
Selling and general and administrative expense, in absolute dollars,
increased significantly in 1996 primarily due to the costs to manage and
expand the growing services business and maintain the overall infrastructure
at CompuCom and increased corporate expenses incurred to support the growing
activities of the partnership companies. Selling and general and
administrative expense, as a percentage of net sales, remained relatively
flat as a result of spreading the costs over higher sales volume. CompuCom's
general and administrative expenses are reported net of reimbursements by
certain manufacturers for specific training, promotional and marketing
programs. These reimbursements offset the expenses incurred by CompuCom.
Interest expense increased in the three and six months ended June 30,
l996 compared to the same periods in 1995 primarily as a result of the
issuance of the Company's convertible subordinated notes and higher working
capital required to support the revenue growth at CompuCom. These increases
were partially offset by the repayment of all of the outstanding indebtedness
under the Company's revolving credit facility, the lower interest rate on the
Company's convertible subordinated notes compared to the bank credit
facility, CompuCom's lower effective interest rate resulting from the April
1996 amendments to their credit facility, and the redemption in October 1995
of $18.5 million of convertible subordinated notes by CompuCom.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
In February 1996, the Company issued $115 million of 6% Convertible
Subordinated Notes (the "Notes") due February 1, 2006. The Notes are
convertible into the Company's Common Stock at $28.985 per share. The Company
used approximately $67 million of the net proceeds to repay all of the
outstanding indebtedness under its $100 million revolving credit facility,
which continues to be maintained and against which there were no outstanding
borrowings at June 30, 1996. The credit facility matures in January 1998 and
is secured by the equity securities the Company holds of its publicly traded
partnership companies, including CompuCom. The value of these securities
significantly exceeds the total availability under the bank credit facility.
The Company is presently negotiating an extension of the facility.
As of June 30, 1996 the Company held approximately $33 million of
temporary cash investments in institutional money market accounts. Existing
cash resources, availability under the Company's $100 million revolving
credit facility, proceeds from the sales from time to time of selected
minority-owned publicly traded securities and other internal sources of cash
flow should be sufficient to fund the Company's cash requirements through
1996, including investments in new or existing partnership companies and
general corporate requirements.
CompuCom and Premier maintain separate, independent bank credit
facilities, which are nonrecourse to the Company and are secured by
substantially all of the assets of the applicable borrower. CompuCom's
financing capability is $250 million, consisting of a $175 million credit
facility, which prohibits the payment of common stock dividends by CompuCom
while its credit line remains outstanding, and a $75 million receivables
securitization agreement. At June 30, 1996, approximately $95 million was
outstanding under the credit facility and approximately $75 million was
outstanding on the receivables securitization. Premier has approximately $3.5
million outstanding on its $4.5 million master demand note at June 30, 1996.
The note is payable on demand within five days of notice, and bears interest
at the prime rate plus 0.5%.
During recent years, CompuCom has utilized operating earnings, the bank
credit facility, equity financing and long-term subordinated notes to fund
its significant revenue growth and related operating asset requirements.
During April 1996, CompuCom executed amendments to the August 1993 Financing
and Security Agreement ("Credit Facility") eliminating the $60 million fixed
rate portion and increasing the amount of borrowings CompuCom may allocate
to LIBOR tranches up to $165 million. The amount of the Credit Facility
remained at $175 million, with the interest rate on the remaining $10 million
at prime. The amendments also extended the maturity date of the Credit
Facility to April 1, 1998. In addition, during April 1996, CompuCom entered
into an agreement for a $75 million receivables securitization whereby a
portion of trade receivables are pledged to a third party as collateral,
increasing its financing capability to $250 million. The interest rate on
amounts borrowed under the receivables securitization is based on the
commercial paper rate (which at June 30, 1996 was 5.4%) plus .55%. The
receivables securitization agreement matures on April 1, 1998, subject to
certain conditions.
13
<PAGE>
Working capital increased in 1996 primarily as a result of cash proceeds from
the issuance of the Company's convertible subordinated notes, net of
repayment of all borrowings under the Company's revolving credit facility,
and higher levels of inventory allocated to specific customers and higher
accounts receivable at CompuCom, partially offset by an increase in accounts
payable. The Company's operations are not capital intensive. Capital
additions are generally funded through internally generated funds or other
financing sources. There were no material asset purchase commitments at June
30, 1996.
14
<PAGE>
Item 5. OTHER INFORMATION
A rights offering to the Company's shareholders of 2,875,000 shares of
Integrated Systems Consulting Group (ISCG) common stock was completed on May
31, 1996. The Company, which sold 350,000 shares of ISCG stock as part of the
offering, beneficially owns less than 10% of ISCG's common stock at June 30,
1996.
On July 16, 1996, the Company announced the proposed rights offering to
its shareholders of shares of Sanchez Computer Associates (SCA). The Company
anticipates announcing the terms of the offering in the third quarter of 1996
and commencing the offering in the fourth quarter of 1996. The offering will
be subject to a registration statement to be filed with the Securities and
Exchange Commission (SEC). The timing of the offering will be subject to
change depending of the length of the SEC review process. In addition, any
material adverse change in the operations or financial condition of SCA could
cause a delay in the offering.
SCA, based in Malvern, PA, is a developer of universal banking and
accounting software designed to meet a full range of needs for the financial
services industry. SCA markets and supports its PROFILE(trade-mark) family
of automated banking products to high volume financial institutions worldwide.
PROFILE(trade-mark) is comprised of three integrated modules that run on an
open platform. These modules include: PROFILE Anyware, an electronic banking
server, which is a fourth generation product that supports both front and
back office processing by financial institutions including production support
for emerging delivery channel technologies such as the Internet; PROFILE/FMS
(Financial Management System), a multi-company, multi-currency cost center
based accounting system; and PROFILE/ITS (Integrated Treasury System), a full
treasury support system that includes a sophisticated set of asset and
liability tools.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Description
11 Computation of Per Share Earnings
27 Financial Data Schedule (electronic filing only)
(b) No reports on Form 8-K have been filed by the Registrant during the
quarter ended June 30, 1996.
15
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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.
SAFEGUARD SCIENTIFICS, INC.
(Registrant)
Date: August 14, 1996 /s/ Warren V. Musser
------------------------------------
Warren V. Musser
Chairman and Chief Executive Officer
Date: August 14, 1996 /s/ Gerald M. Wilk
------------------------------------
Gerald M. Wilk
Senior Vice President
(Principal Financial and
Principal Accounting Officer)
16
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<TABLE>
<CAPTION>
SAFEGUARD SCIENTIFICS, INC.
EXHIBIT 11 - COMPUTATION OF PER SHARE EARNINGS
(000 omitted except per share data)
Three Months Ended Six Months Ended
June 30 June 30
---------------------- ----------------------
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Primary earnings per common share
Net earnings $5,408 $4,766 $9,388 $8,302
Adjustment (1) (381) (177) (513) (299)
------ ------ ------ ------
$5,027 $4,589 $8,875 $8,003
------ ------ ------ ------
------ ------ ------ ------
Average common shares outstanding 29,753 29,007 29,629 28,815
Average common share equivalents 1,580 1,572 1,566 1,557
------ ------ ------ ------
Average number of common shares and
common share equivalents outstanding 31,333 30,579 31,195 30,372
------ ------ ------ ------
------ ------ ------ ------
Primary earnings per common share $.16 $.15 $.28 $.26
------ ------ ------ ------
------ ------ ------ ------
Fully diluted earnings per common share
Primary net earnings $5,408 $4,766 $9,388 $8,302
Adjustment (1) (381) (571) (513) (1,001)
------ ------ ------ ------
$5,027 $4,195 $8,875 $7,301
------ ------ ------ ------
------ ------ ------ ------
Average common shares outstanding 29,753 29,007 29,629 28,815
Average common share equivalents 1,596 1,710 1,632 1,818
------ ------ ------ ------
Average number of common shares
assuming full dilution 31,349 30,717 31,261 30,633
------ ------ ------ ------
------ ------ ------ ------
Fully diluted earnings per common share $.16 $.14 $.28 $.24
------ ------ ------ ------
------ ------ ------ ------
(1) Net earnings are adjusted for the dilutive effect of public subsidiary common stock equivalents (primary)
and convertible securities (fully diluted).
Share and per share data have been retroactively adjusted to reflect the two-for-one split and the three-for-two
split of the Company's common shares effective July 17, 1996 and August 31, 1995, respectively.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996 AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 38354
<SECURITIES> 0
<RECEIVABLES> 352833
<ALLOWANCES> 2923
<INVENTORY> 213011
<CURRENT-ASSETS> 607172
<PP&E> 105041
<DEPRECIATION> 43064
<TOTAL-ASSETS> 867349
<CURRENT-LIABILITIES> 280174
<BONDS> 320111
0
0
<COMMON> 3280
<OTHER-SE> 161683
<TOTAL-LIABILITY-AND-EQUITY> 867349
<SALES> 867137
<TOTAL-REVENUES> 973336
<CGS> 770435
<TOTAL-COSTS> 830461
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11158
<INCOME-PRETAX> 24072
<INCOME-TAX> 6259
<INCOME-CONTINUING> 9388
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9388
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
