-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NepyIvFodGqbB0DhgyV9mO+tOwZ8zWXOvaC7Hs/2sd6X00qDSxCdpbA37unElKjq aHnysYyZiiWtD9jlrtzqSw== 0000950005-97-000853.txt : 19971027 0000950005-97-000853.hdr.sgml : 19971027 ACCESSION NUMBER: 0000950005-97-000853 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970926 FILED AS OF DATE: 19971024 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-05631 FILM NUMBER: 97700061 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 4154934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 10-Q 1 INITIAL FILING FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 1997 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 1-5631 WATKINS-JOHNSON COMPANY ----------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 94-1402710 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3333 Hillview Avenue, Palo Alto, California 94304-1223 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (415) 493-4141 ------------------------------------------------------------- (Registrant's telephone number, including area code) 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X. No . --- --- Common stock, no par value, outstanding as of September 26, 1997 8,244,000 shares Page 1 PART I--FINANCIAL INFORMATION Item 1. Financial Statements The interim financial statements are unaudited; however, Watkins-Johnson Company believes that all adjustments necessary to a fair statement of results for such interim periods have been included and all such adjustments are of a normal recurring nature. The results for the nine months ended September 26, 1997, are not necessarily indicative of the results for the full year 1997. Supplementary information to the financial statements: A dividend of twelve cents per share was declared and paid during the third quarter of 1997 and 1996. Net income per share is computed based on the weighted average number of common and common equivalent shares (dilutive stock options) outstanding during the period, see Exhibit 11. Recently issued accounting standards: In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). The company is required to adopt SFAS 128 in the fourth quarter of 1997 and will restate at that time earnings per share (EPS) data for prior periods to conform with SFAS 128. Early application is not permitted. SFAS 128 replaces current EPS reporting requirements and requires a dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. If SFAS 128 had been in effect during the current and prior year periods, basic EPS would have been $0.44 and $0.34 for the quarters ended September 26, 1997 and September 27, 1996, respectively, and basic EPS would have been $1.11 and $1.17 for the nine months ended September 26, 1997 and September 27, 1996, respectively. Diluted EPS would not have been significantly different than fully diluted EPS currently reported for the periods. In June 1997, the Financial Accounting Standards Board adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", which requires that an enterprise report, by major components and as a single total, the change in its net assets during the period from nonowner sources; and No. 131, "Disclosures about Segments of an Enterprise and Related Information", which establishes annual and interim reporting standards for an enterprise's business segments and related disclosures about its products, services, geographic areas, and major customers. Adoption of these statements will not impact the company's consolidated financial position, results of operations or cash flows, however, SFAS 131 may result in reclassification to the amounts previously reported in the company's segment information. Both statements are effective for 1998, however, early adoption is permitted. The consolidated financial statements required by Rule 10-01 of Regulation S-X are included in this report beginning on the next page. Page 2 WATKINS-JOHNSON COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS* For the periods ended September 26, 1997 and September 27, 1996
Three Months Ended Nine Months Ended - ----------------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands, except per share amounts) 1997 1996 1997 1996 - ----------------------------------------------------------------------------------------------------------------------------------- Sales $ 100,376 $ 94,962 $ 286,971 $ 344,151 - ----------------------------------------------------------------------------------------------------------------------------------- Costs and expenses: Cost of goods sold 63,941 60,921 187,563 222,712 Selling and administrative 18,810 16,535 52,144 62,428 Research and development 12,048 13,629 34,022 44,661 - ----------------------------------------------------------------------------------------------------------------------------------- 94,799 91,085 273,729 329,801 - ----------------------------------------------------------------------------------------------------------------------------------- Income from operations 5,577 3,877 13,242 14,350 Interest and other income (expense)--net (16) 784 1,067 768 Interest expense (358) (556) (1,048) (1,169) - ----------------------------------------------------------------------------------------------------------------------------------- Income from operations before Federal and foreign income taxes 5,203 4,105 13,261 13,949 Federal and foreign income taxes (1,613) (1,273) (4,111) (4,325) - ----------------------------------------------------------------------------------------------------------------------------------- Net income $ 3,590 $ 2,832 $ 9,150 $ 9,624 ==================================================================================================================================== Fully diluted net income per share (difference between fully diluted and primary earnings per share is not $ .42 $ .33 $ 1.07 $ 1.12 material) Average common and equivalent shares outstanding 8,528,000 8,458,000 8,572,000 8,560,000 *Unaudited
Page 3 WATKINS-JOHNSON COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of September 26, 1997 and December 31, 1996 - -------------------------------------------------------------------------------- (Dollars in thousands) 1997* 1996 - -------------------------------------------------------------------------------- ASSETS Current assets: Cash and equivalents $ 43,418 $ 15,702 Receivables 71,695 95,717 Inventories: Finished goods 4,414 4,005 Work in process 31,937 35,000 Raw materials and parts 32,116 30,153 Deferred income taxes 18,440 17,795 Other 4,417 5,471 - -------------------------------------------------------------------------------- Total current assets 206,437 203,843 - -------------------------------------------------------------------------------- Property, plant, and equipment 228,538 231,318 Accumulated depreciation and amortization (125,587) (127,748) - -------------------------------------------------------------------------------- Property, plant, and equipment--net 102,951 103,570 - -------------------------------------------------------------------------------- Other assets 3,465 6,960 - -------------------------------------------------------------------------------- $ 312,853 $ 314,373 ================================================================================ LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Payables $ 18,449 $ 18,960 Accrued liabilities 60,160 61,901 - -------------------------------------------------------------------------------- Total current liabilities 78,609 80,861 - -------------------------------------------------------------------------------- Long-term obligations 36,858 38,801 - -------------------------------------------------------------------------------- Shareowners' equity: Common stock 40,191 38,998 Retained earnings 157,195 155,713 - -------------------------------------------------------------------------------- Total shareowners' equity 197,386 194,711 - -------------------------------------------------------------------------------- $ 312,853 $ 314,373 ================================================================================ *Unaudited Page 4 WATKINS-JOHNSON COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS* For the periods ended September 26,1997 and September 27, 1996 - -------------------------------------------------------------------------------- Nine Months Ended (Dollars in thousands) 1997 1996 - -------------------------------------------------------------------------------- OPERATING ACTIVITIES: Net Income $ 9,150 $ 9,624 Reconciliation of net income to cash flows Depreciation and amortization 11,999 8,782 Net changes in: Receivables 26,204 (17,002) Inventories 700 (3,579) Other assets (395) 1,043 Accruals and payables (4,837) 9,828 - -------------------------------------------------------------------------------- Net cash provided by operating activities 42,821 8,696 - -------------------------------------------------------------------------------- INVESTING ACTIVITIES: Additions of property, plant, and equipment (13,038) (43,774) Restricted plant construction funds 3,738 (9,878) Other 447 289 - -------------------------------------------------------------------------------- Net cash used in investing activities (8,853) (53,363) - -------------------------------------------------------------------------------- FINANCING ACTIVITIES: Long-term and line-of-credit borrowings 31,185 Long-term debt and line-of-credit repayments (914) (9,966) Proceeds from issuance of stock 2,339 3,482 Repurchase of common stock (5,748) Dividends paid (2,973) (2,973) Other (111) 3,155 - -------------------------------------------------------------------------------- Net cash provided by (used in) financing activities (7,407) 24,883 - -------------------------------------------------------------------------------- Effect of exchange rate changes on cash 1,155 - -------------------------------------------------------------------------------- Net increase (decrease) in cash and equivalents 27,716 (19,784) Cash and equivalents at beginning of period 15,702 34,556 - -------------------------------------------------------------------------------- Cash and equivalents at end of period $ 43,418 $ 14,772 ================================================================================ *Unaudited Page 5 PART I--FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition During the first three quarters of 1997, cash and equivalents increased by $27.7 million, from $15.7 million to $43.4 million. Although year-to-date 1997 net income was $9.2 million, net cash provided by operations was $42.8 million, due mostly to collection efforts on accounts receivables and lower working capital needs from the peak levels of last year. The company invested $13 million in new capital equipment during the first three quarters of 1997, which is well below our $25 million budget for the year. The company reactivated its stock repurchase program during the first quarter and, year-to-date, has repurchased 204,200 shares of its common stock for $5.7 million. Our repurchasing activities have successfully maintained the share count fairly level, even with the higher stock price. Our goal is to buy and retire about the same number of shares added by the exercise of options. During the first three quarters of 1997, the company paid approximately $3 million in dividends which was partially offset by $2.3 million in proceeds from stock option exercises. On September 2, 1997, the company announced that it reached a definitive agreement with Mentmore Holdings Corporation, a privately held investment company headquartered in New York, to acquire WJ's Palo Alto, Calif.-based defense-electronics business for $103 million. The divestiture, which is expected to be completed by October 31, 1997, will enable Watkins-Johnson to concentrate its resources on its two chosen areas of technology: semiconductor-manufacturing equipment and wireless communications products. Successful completion of the divestiture of our Palo Alto defense operations and the sale of the lease of two of our Palo Alto buildings is expected to further improve our balance sheet. We anticipate cash will be about $100 million at the end of the year and book value is estimated to reach about $28 to $29 per share if both transactions are completed. The 14-acre vacant lot in San Jose, California, is still in contract negotiation for its sale. We had earlier expected to report that the sale would have been completed by now. However, the fees that the City of San Jose expects for traffic mitigation in developing the property are not settled at this time and we are working through the issues with the buyer and the City. It is difficult to tell when we will close the sale of the San Jose land. Closing of the San Jose land sale should add about $1 or so to the book value per share. Current Operations and Business Outlook The company operates in three industry segments. Operations in the Semiconductor Equipment segment involve the development, production, sales and service of chemical-vapor-deposition equipment used in the manufacture of semiconductor products. Operations in the Wireless Communications segment involve the design, development, manufacture and sale of advanced wireless telecommunication products for cellular service providers, personal communication systems, and other wireless product manufacturers. Operations in the Government Electronics segment include the design, development, manufacture and sale of advanced electronic systems and devices for guided-missile programs, communications intelligence, and other government agency applications. Page 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) As we mentioned earlier, the company announced that it reached a definitive agreement with Mentmore Holdings Corporation to acquire WJ's Palo Alto, Calif.-based defense-electronics business for $103 million. The businesses being divested, Tactical Subsystems and Microwave Devices sectors, are currently reported for business segment reporting purposes as part of the Government Electronics and Wireless Communications segments. The divested businesses will operate as Stellex Microwave Systems, Inc. We anticipate transferring approximately $77 million of the third quarter Government Electronics and Wireless Communications backlog to Stellex Microwave. On a going forward basis, we intend to combine the remaining East Coast communications intelligence receivers operation into the Wireless Communications reporting segment. The divested operations and staff will remain virtually intact, and the business will remain a WJ customer for GaAs devices and thin-film substrates. We will share the Palo Alto facility for two or more years as Mentmore seeks to build or buy a facility in the Silicon Valley area. The divestiture, which is expected to be complete by October 31, 1997, will enable Watkins-Johnson to concentrate its resources more narrowly on only two chosen areas of technology: semiconductor-manufacturing equipment and wireless-infrastructure products. The sale offers a win-win solution for all of the stakeholders: WJ shareowners, both companies, the employees, our customers, and venders. Management currently estimates that the businesses being divested generated approximately $65 million to $70 million of sales for the first nine months of 1997 and produced pre-tax operating profit of about $10 million. The operations offered for sale are business units of the company; consequently these estimates have been derived from the consolidated financial statements and accounting records of the company, and reflect significant assumptions and allocations. Moreover, the business units rely on the company and its other business units for administrative, management and other services. These estimates could differ from those that would have resulted had the business units operated autonomously or as an entity independent of the company. Semiconductor Equipment Group Third-quarter revenues were slightly over $50 million, representing about 50% of the company total. At this level, operating profit for the Group is positive as we are maintaining the tight cost controls we have established. Orders were $33 million during the third quarter, up 32% from the $25 million for the same period last year, but orders declined on a sequential quarter basis compared to the $44 million of last quarter. As we discussed earlier this year, these order rates mean that we are below the long term goal of a 5-month backlog. At this level, we are able to service the order requirements of our customers rapidly, and they continue to take advantage of the shorter lead time. This quicker service is contributing to the lumpy orders patterning we are seeing. Looking forward, we expect continued orders growth through the next few quarters. We had two large Korean orders in negotiation at the end of the quarter and we believe we are on track for strong fourth-quarter orders. It does seem, however, that we are having a repeat of the activity of last year when third quarter orders were low and fourth quarter orders were high. During the third quarter, WJ produced two WJ-2000 single-wafer cluster platforms for delivery to Asia. We were pleased to announce Taiwan-based United Semiconductor Corp. (USC) ordered a WJ-2000H high-density plasma (HDP) chemical-vapor-deposition (CVD) system for use at its wafer-fabrication facility in the Science Park of Hsinchu, Taiwan. This system is now shipped and is currently being installed in USC's facility. A second HDP system is up and running at WJ's Asian Technology Center in Kawasaki, Japan. It is being used as a process-development and evaluation tool for both intermetal- Page 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) dielectric (IMD) and shallow-trench-isolation (STI) device structures by the company's customers in the Asia/Pacific region. We currently have several systems operating in Scotts Valley, California, doing customer wafer samples and performing the marathon testing needed by any production system. The WJ-2000 systems are operating well. In terms of throughput and like performance parameters, we believe we have equivalent performance to the competition and our film characteristics are excellent. Customers are beginning to see that also. We are also moving along well on the 300 mm Roadmap for the WJ-2000H. Our successful shallow trench isolation (STI) process was instrumental in winning business for us in the third quarter and shows promise of more wins. At quarter-end, following an exhaustive competition among all leading CVD-equipment manufacturers, Watkins-Johnson's atmospheric-pressure CVD process was selected by Atmel to perform challenging STI steps at that company's 150mm fabrication facilities in the United States and its new 200mm facility in France. Our newest process combines the gap fill capability of our TEOS process with the high throughput characteristic of our silane SiO2 as a sacrificial topcoat. The process dramatically decreases the cost of ownership and complements the subsequent CMP polishing step that customers incorporate. The long range industry forecasts for the semiconductor industry remain bright, more than doubling by 2002, and semiconductor integrated circuit demand is increasing in dollar terms over last year. While factory utilization figures are improving, the semiconductor industry, especially the DRAM sector, basically remains in an overcapacity situation. Although the equipment spending trend is slowly upward and may be improving, we do want to emphasize the slowness of it. Wireless Communications Third-quarter revenues were over $20.7 million, representing 21% of the company total, and are 81% above the $11.4 million for the same period last year and 26% above the $16.4 million of the second quarter 1997. Orders for the third quarter 1997 totaled approximately $11 million, compared to $10 million for the same period last year. The business segment is entering the fourth quarter with a backlog totaling approximately $28 million. High-volume production rates on WJ's wireless CDMA and TDMA subassemblies returned to an elevated level in the third quarter, and expansion of the PCS market suggests a promising future for these commodity parts. Last year we had up and down orders action on the CDMA and TDMA subassemblies for PCS stations that we build for Lucent Technologies. Looking forward, with improving PCS infrastructure build in the US, we expect revenues for these converters to continue to be better than they were a year ago. Our hopes for major US business for the Base2 system did not come to fruition when our customer was unable to get their major supplier to open their switching specification to WJ. Both WJ and our customer were disappointed. However, the installation in China of the first system is going very well. The Telecommunications Group management team has just returned from a week trip to China as part of a US Trade delegation. They were present in Dalian as the first WJ station was placed into service. We are re-emphasizing the international marketing of the system. The international customers seem more willing to work with the open-systems switches, such as the Excel switch which we are using. WJ unveiled a new family of cell-extender products at the Personal Communications Showcase, PCS `97, during September. These cell-extender products--repeaters, power amplifiers and tower-top amplifiers--are aimed at personal communications services (PCS) applications to increase the geographic coverage of existing cells for service providers. The repeater system, based on our proprietary ultralinear GaAs components, is undergoing testing for FCC Part 24 compliance. These tests should complete during the first quarter of 1998 and we are anticipating shipping by the second half of 1998. Page 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Government Electronics Third-quarter revenues were over $29 million, compared to $25 million for the same period last year. Orders were strong for the third quarter of 1997, totaling $36 million, compared to $31 million for the same period last year. Backlog at the end of the third quarter totaled approximately $102 million. As we mentioned earlier, once the divestiture of the company's Palo Alto based Government Electronics business is completed, we intend to combine the remaining East Coast communications intelligence receivers operation into the Wireless Communications segment for business segment reporting purposes, restating prior periods, and report the divested Government Electronics business as discontinued operations. Third Quarter 1997 Compared to Third Quarter 1996 Wireless Communications and Government Electronics sales increased 81% and 18%, respectively, while Semiconductor Equipment Group sales decreased 14%, resulting in an overall company increase of 6%. A primary improvement in Wireless Communications sales is in the shipping rate of the PCS converters sold to Lucent Technologies. The decrease in Semiconductor Equipment Group sales is due primarily to the world-wide overcapacity in DRAMs, as we discussed in previous quarters. Gross margins remained flat at about 36%. Selling and administrative expenses as a percentage of sales increased slightly compared to the same period last year but remain within planned levels year-to-date. Research and development expenses decreased from 14% to 12% of sales, remaining slightly below our budget. Research and development activities are now focused on certain new Semiconductor Equipment Group and Wireless Communications products entering the production stage. Operating income was $5.6 million, compared to the $3.9 million operating profit of the same period last year. Due to the above factors, third quarter 1997 net income increased to $3.6 million, compared to $2.8 million reported for the same period in 1996. Third Quarter Year-to-Date 1997 Compared to Third Quarter Year-to-Date 1996 Wireless Communications and Government Electronics sales increased 69% and 13%, respectively, while Semiconductor Equipment Group sales decreased 38%, resulting in an overall company decrease of 16%. By the third quarter last year, we were seeing the drop in semiconductor equipment shipments. Gross margins remained flat at about 35%. Selling and administrative expenses decreased 16%, due mostly to the decreased volume and cost-cutting efforts, but remained flat as a percentage of sales. Research and development expenses decreased from 13% to 12% of sales, remaining within planned levels as the company continues its efforts in developing next generation products for the Semiconductor Equipment Group and Wireless Communications segment. Research and development is budgeted at about 12-1/2% of planned sales for 1997. With our business model of spending 15% of Semiconductor Equipment revenues and 10% of Wireless Communications revenues on R&D, this percentage will increase following the divestiture since the sector we are selling runs with a lower R&D percent of sales than our other businesses. Due to the above factors, net income decreased 5% from $9.6 million in 1996 to $9.2 million in 1997. Risks and Uncertainties That May Affect Future Results Statements included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" which are not historical facts are forward-looking statements that involve risks and uncertainties that may affect future results, including but not limited to: product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development, commercialization and technological difficulties, capacity and supply constraints or difficulties, business cycles, the results of financing efforts, actual purchases under agreements, the effect of the company's accounting policies, U.S. Government export policies, natural disasters and other risks. Future results can differ materially. Page 9 PART II--OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- a. A list of the exhibits required to be filed as part of this report is set forth in the Exhibit Index, which immediately precedes such exhibits. The exhibits are numbered according to Item 601 of Regulation S-K. Exhibits incorporated by reference to a prior filing are designated by an asterisk. b. No reports on Form 8-K were required to be filed during the quarter. Page 10 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. WATKINS-JOHNSON COMPANY ----------------------- (Registrant) Date: October 24, 1997 By: /s/ W. Keith Kennedy, Jr. ----------------- ----------------------------------- W. Keith Kennedy, Jr. President and Chief Executive Officer Date: October 24, 1997 By: /s/ Scott G. Buchanan ----------------- ----------------------------------- Scott G. Buchanan Vice President and Chief Financial Officer Page 11 EXHIBIT INDEX The Exhibits below are numbered according to Item 601 of Regulation S-K. Exhibits incorporated by reference to a prior filing are designated by an asterisk. Exhibit Number Exhibit ------ ------- 11 Statement re Computation of Per Share Earnings. 27 Financial Data Schedule Page 12 EX-11 2 COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 WATKINS-JOHNSON COMPANY AND SUBSIDIARIES COMPUTATION OF NET INCOME PER COMMON SHARE (Dollars in thousands, except per share amounts) The following table illustrates the potential dilution of outstanding stock options on net income per share computations:
Three Months Ended Nine Months Ended - ------------------------------------------------------------------------------------------------------------------------------------ Sept. 26, 1997 Sept. 27, 1996 Sept. 26, 1997 Sept. 27, 1996 - ------------------------------------------------------------------------------------------------------------------------------------ For primary net income per share: Weighted average shares outstanding 8,221,000 8,321,000 8,259,000 8,242,000 Equivalent shares--dilutive stock options--based on treasury stock method using average market price 307,000 137,000 254,000 315,000 - ------------------------------------------------------------------------------------------------------------------------------------ Total 8,528,000 8,458,000 8,513,000 8,557,000 ==================================================================================================================================== For fully diluted net income per share: Weighted average shares outstanding 8,221,000 8,321,000 8,259,000 8,242,000 Equivalent shares--dilutive stock options--based on treasury stock method using greater of closing market price or average price 307,000 137,000 313,000 318,000 - ------------------------------------------------------------------------------------------------------------------------------------ Total 8,528,000 8,458,000 8,572,000 8,560,000 ==================================================================================================================================== Net income $ 3,590 $ 2,832 $ 9,150 $ 9,624 ==================================================================================================================================== Primary net income per share $ .42 $ .33 $ 1.07 $ 1.12 ==================================================================================================================================== Fully diluted net income per share $ .42 $ .33 $ 1.07 $ 1.12 ====================================================================================================================================
This calculation is submitted in accordance with Regulation S-K, Item 601(b)(11). Page 13 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1997 JUN-28-1997 SEP-26-1997 43,418 0 71,695 0 68,467 206,437 228,538 125,587 312,853 78,609 36,858 0 0 40,191 157,195 312,853 100,376 100,376 63,941 63,941 30,874 0 358 5,203 1,613 3,590 0 0 0 3,590 .42 .42
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