-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nXnOcOSpYT7bIxvHESu/m9iOnuL/0UjEVrtErdNPmsWKfvH4af699M038F8dsWzh 7Sm7PH5XaQg5vERIKulm9w== 0000950115-94-000156.txt : 19940520 0000950115-94-000156.hdr.sgml : 19940520 ACCESSION NUMBER: 0000950115-94-000156 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIQ INC CENTRAL INDEX KEY: 0000350920 STANDARD INDUSTRIAL CLASSIFICATION: 8090 IRS NUMBER: 510219413 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08147 FILM NUMBER: 94528631 BUSINESS ADDRESS: STREET 1: ONE MEDIQ PLZ CITY: PENNSAUKEN STATE: NJ ZIP: 08110 BUSINESS PHONE: 6096656300 MAIL ADDRESS: STREET 1: ONE MEDIQ PLZ CITY: PENNSAUKEN STATE: NJ ZIP: 08110 10-Q 1 QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: MARCH 31, 1994 Commission File Number: 1-8147 MEDIQ INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 51-0219413 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE MEDIQ PLAZA, PENNSAUKEN, NEW JERSEY 08110 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (609) 665-9300 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 ________ As of May 6, 1994, there were 17,717,664 shares of Common Stock, par value $1.00 per share and 6,420,888 shares of Preferred Stock, par value $.50 per share, outstanding. MEDIQ INCORPORATED AND SUBSIDIARIES QUARTER ENDED MARCH 31, 1994 PART I. FINANCIAL INFORMATION: ITEM 1. FINANCIAL STATEMENTS. Condensed Consolidated Statements of Operations -- Three and Six Months ended March 31, 1994 and 1993 (Unaudited).................................................................................. 4 Condensed Consolidated Balance Sheets -- March 31, 1994 (Unaudited) and September 30, 1993............................................ 5 Condensed Consolidated Statements of Cash Flows-- Six Months ended March 31, 1994 and 1993 (Unaudited).................................................................................. 6 Notes to Condensed Consolidated Financial Statements (Unaudited)....................................................................... 7-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................................ 9-11
PART II. OTHER INFORMATION: ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................... 12
2 MEDIQ INCORPORATED AND SUBSIDIARIES QUARTER ENDED MARCH 31, 1994 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. 3 MEDIQ INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, -------------------- -------------------- 1994 1993 1994 1993 --------- --------- --------- --------- Revenues..................................................... $ 44,974 $ 45,590 $ 85,447 91,697 Costs and expenses: Operating.................................................. 22,179 22,725 42,990 46,482 Selling and administrative................................. 10,709 11,409 22,335 22,736 Depreciation and amortization.............................. 7,018 5,979 13,784 11,830 --------- --------- --------- --------- 39,906 40,113 79,109 81,048 --------- --------- --------- --------- Operating income............................................. 5,068 5,477 6,338 10,649 Other (charges) credits: Interest expense........................................... (5,922) (5,809) (12,135) (11,626) Equity in earnings of unconsolidated subsidiaries.......... 1,148 1,138 2,012 1,932 Equity participation....................................... 53 122 53 2,310 Other -- net............................................... 392 45 2,735 427 --------- --------- --------- --------- Income (loss) from continuing operations before income tax expense and extraordinary charge................ 739 973 (997) 3,692 Income tax expense........................................... 565 194 91 1,201 --------- --------- --------- --------- Income (loss) from continuing operations..................... 174 779 (1,088) 2,491 Income from discontinued operations.......................... -- 442 -- 689 Extraordinary charge -- early retirement of debt............. -- (293) -- (338) --------- --------- --------- --------- Net income (loss)............................................ $ 174 $ 928 $ (1,088) $ 2,842 --------- --------- --------- --------- --------- --------- --------- --------- Earnings per share: Income (loss) from continuing operations................... $ .01 $ .03 $ (.04) $ .10 Income from discontinued operations........................ -- .02 -- .03 Extraordinary charge -- early retirement of debt........... -- (.01) -- (.01) --------- --------- --------- --------- Net income (loss).......................................... $ .01 $ .04 $ (.04) $ .12 --------- --------- --------- --------- --------- --------- --------- --------- Weighted average shares outstanding.......................... 24,392 24,379 24,350 24,368 --------- --------- --------- --------- --------- --------- --------- ---------
See Notes to Condensed Consolidated Financial Statements 4 MEDIQ INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
MARCH 31, SEPT. 30, 1994 1993 ----------- ----------- (UNAUDITED) (SEE NOTE) ASSETS Current assets: Cash and cash equivalents............................................................. $ 4,068 $ 18,123 Accounts receivable -- net............................................................ 43,275 37,152 Inventories........................................................................... 8,565 9,086 Deferred income taxes................................................................. 4,231 -- Prepaid income taxes.................................................................. -- 3,495 Other current assets.................................................................. 5,549 5,303 ----------- ----------- Total current assets............................................................... 65,688 73,159 Equity investments...................................................................... 36,758 34,693 Note receivable from MHM................................................................ 11,500 11,500 Rental equipment -- net................................................................. 106,692 107,914 Property, plant and equipment -- net.................................................... 35,523 47,169 Goodwill -- net......................................................................... 40,939 36,865 Net investment in leases................................................................ 28,661 16,156 Other assets............................................................................ 22,522 23,805 ----------- ----------- Total assets............................................................................ $ 348,283 $ 351,261 ----------- ----------- ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable to financial institutions............................................... $ 8,166 $ 1,434 Accounts payable...................................................................... 7,779 8,757 Accrued expenses...................................................................... 20,637 22,326 Other current liabilities............................................................. 2,661 2,781 Current portion of long-term debt..................................................... 11,502 22,217 ----------- ----------- Total current liabilities.......................................................... 50,745 57,515 Senior debt -- recourse................................................................. 121,414 120,162 Senior debt -- nonrecourse.............................................................. 26,597 25,382 Subordinated debt....................................................................... 86,229 86,229 Deferred income taxes................................................................... 12,586 9,225 Other liabilities....................................................................... 7,745 8,174 Stockholders' equity.................................................................... 42,967 44,574 ----------- ----------- Total liabilities and stockholders' equity.............................................. $ 348,283 $ 351,261 ----------- ----------- ----------- -----------
- - ------------------ Note: The balance sheet at September 30, 1993 has been condensed from the audited financial statements at that date. See Notes to Condensed Consolidated Financial Statements 5 MEDIQ INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SIX MONTHS ENDED MARCH 31, -------------------- 1994 1993 --------- --------- Cash Flows From Operating Activities: Net income (loss)........................................................................ $ (1,088) $ 2,842 Adjustments to reconcile net income (loss) to net cash provided by operating activities............................................. 6,036 6,039 --------- --------- Net cash provided by operating activities................................................ 4,948 8,881 Cash Flows From Investing Activities: Proceeds from sale of subsidiaries and assets............................................ 944 8,271 Acquisitions............................................................................. (2,925) (1,413) Purchase of rental equipment............................................................. (4,261) (4,327) Purchase of property, plant and equipment................................................ (3,071) (3,949) Other.................................................................................... 997 617 --------- --------- Net cash used in investing activities.................................................... (8,316) (801) Cash Flows From Financing Activities: Borrowings............................................................................... 8,421 148 Debt repayments.......................................................................... (17,888) (10,811) Dividends................................................................................ (1,352) (633) Proceeds from exercise of stock options.................................................. 132 291 --------- --------- Net cash used in financing activities.................................................... (10,687) (11,005) --------- --------- Decrease in cash and cash equivalents...................................................... (14,055) (2,925) Cash and Cash Equivalents: Beginning balance........................................................................ 18,123 7,025 --------- --------- Ending balance........................................................................... $ 4,068 $ 4,100 --------- --------- --------- --------- Supplemental disclosure of cash flow information: Interest paid............................................................................ $ 12,503 $ 12,609 --------- --------- --------- --------- Income taxes refunded.................................................................... $ 2,726 $ 1,864 --------- --------- --------- --------- Supplemental disclosure of non-cash investing and financing activities: Equipment financed with debt and capital leases.......................................... $ 3,914 $ 12,450 --------- --------- --------- ---------
See Notes to Condensed Consolidated Financial Statements 6 MEDIQ INCORPORATED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A -- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated balance sheet as of March 31, 1994, the condensed consolidated statements of operations for the three and six months ended March 31, 1994 and 1993, and the condensed consolidated statements of cash flows for the six months then ended have been prepared by the Company, without audit. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 1994 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 1993 Annual Report on Form 10-K. The results of operations for the period ended March 31, 1994 are not necessarily indicative of the operating results for the full year. NOTE B -- INVENTORIES Inventories which consist primarily of parts and supplies are stated at the lower of cost (first-in, first-out method) or market. NOTE C -- INCOME TAXES Effective October 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards ('SFAS') No. 109, 'Accounting for Income Taxes', which supersedes SFAS No. 96. The Company adopted SFAS No. 96 in fiscal 1990. The effect of the adoption of SFAS No. 109 upon the provision for income taxes was not significant for the three and six months ended March 31, 1994. NOTE D -- RENTAL EQUIPMENT AND PROPERTY, PLANT AND EQUIPMENT
MARCH 31, SEPTEMBER 30, 1994 1993 ----------- ----------- (IN THOUSANDS) Rental equipment............................................................ $ 168,886 $ 161,707 Less accumulated depreciation and amortization.............................. 62,194 53,793 ----------- ----------- $ 106,692 $ 107,914 ----------- ----------- ----------- ----------- Property, plant and equipment: Machinery and equipment................................................... $ 44,236 $ 41,369 Building and improvements................................................. 19,635 31,296 Land...................................................................... 2,200 2,200 ----------- ----------- 66,071 74,865 Less accumulated depreciation and amortization.............................. 30,548 27,696 ----------- ----------- $ 35,523 $ 47,169 ----------- ----------- ----------- -----------
Depreciation and amortization expense related to rental equipment for the six months ended March 31, 1994 and 1993 was $9,048,000 and $7,501,000, respectively. Depreciation and amortization expense related to property, plant and equipment for the six months ended March 31, 1994 and 1993 was $3,208,000 and $3,115,000, respectively. 7 MEDIQ INCORPORATED AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (UNAUDITED) NOTE E -- EQUITY INVESTMENTS As of March 31, 1994, the Company's ownership interest in NutraMax Products, Inc. and PCI Services, Inc. was 47.7% and 42%, respectively. Summarized income statement information for NutraMax and PCI is presented below. NutraMax Products, Inc.
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED ------------------------------ ------------------------------ APRIL 2, MARCH 31, APRIL 2, MARCH 31, 1994 1993 1994 1993 -------------- -------------- -------------- -------------- Net sales..................................... $ 14,977,000 $ 8,258,000 $ 25,178,000 $ 14,872,000 Gross profit.................................. 4,628,000 3,519,000 7,888,000 6,224,000 Net income.................................... 1,110,000 1,026,000 1,772,000 1,807,000 Company's share of net income................. 530,000 507,000 846,000 896,000
PCI Services, Inc.
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31, ------------------------------ ------------------------------ 1994 1993 1994 1993 -------------- -------------- -------------- -------------- Net revenue................................... $ 30,413,000 $ 29,784,000 $ 58,330,000 $ 51,358,000 Gross profit.................................. 5,993,000 6,121,000 11,607,000 10,277,000 Net income.................................... 1,471,000 1,504,000 2,776,000 2,388,000 Company's share of net income................. 618,000 631,000 1,166,000 1,036,000
NOTE F -- LONG TERM DEBT In January 1994, the Company retired $11.6 million of its 6% convertible subordinated debentures representing the remaining outstanding balance. NOTE G -- SALE OF ASSETS In December 1993, the Company recorded a pretax gain of $1.9 million ($1.4 million net of taxes), which is included in 'Other credits', relating to its investment in New West Eyeworks, Inc. which completed an initial public offering in December 1993. In connection with such offering, the Company received cash in the amount of $1.9 million and stock with a fair market value of $1.0 million. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion addresses the financial condition of the Company as of March 31, 1994 compared with September 30, 1993 and its results of operations for the three and six months ended March 31, 1994 and 1993. This discussion should be read in conjunction with the Management's Discussion and Analysis section included in the Company's Annual Report on Form 10-K (pages 11-17) to which the reader is directed for additional information. Prior year segment information has been restated to conform to the present year presentation. RESULTS OF OPERATIONS Second Quarter 1994 Compared with Second Quarter 1993 Revenues were $45.0 million for the second quarter of fiscal 1994, as compared to $45.6 million in the prior year quarter. MEDIQ/PRN's revenues were $20.9 million, as compared to 1993 revenues of $20.8 million. MEDIQ/PRN continued expansion into the home healthcare and alternative care markets resulting in higher revenues from these activities which were offset by decreased revenues from acute care hospitals as a result of softness in that sector of the industry. Revenues from the Diagnostic Imaging Services Group increased to $11.9 million, as compared to $11.7 million in the prior year quarter. This segment experienced an increase in procedures, particularly ultrasound and nuclear imaging services, as a result of geographic expansion through acquisitions, while reductions in third party reimbursement rates adversely impacted revenues for the quarter. Revenues from MEDIQ Equipment and Maintenance Services increased 21% to $5.0 million as a result of continued growth in its Asset Management Program and new services for MRI equipment. Revenues from the Company's other operating activities decreased to $6.5 million in the current quarter, as compared to $8.2 million in the prior year quarter, primarily attributable to divestitures in 1993. Operating income decreased to $5.1 million, or 11% of revenues for the second quarter of fiscal 1994, as compared to $5.5 million, or 12% of revenues in the prior year quarter. The decrease in operating income was primarily attributable to the Diagnostic Imaging Services Group. This segment's operating income decreased $1.9 million reflecting additional costs associated with increased volume combined with reductions in reimbursement rates. The Company has taken steps to offset the decrease in operating margins by expanding into new geographic areas, entering new market segments and adding to its product line. MEDIQ/PRN's operating income decreased $.3 million as a result of lower revenues from acute care hospitals and increased operating and depreciation expenses. Operating income from MEDIQ Equipment and Maintenance Services increased to $.1 million, as compared to a loss of $.3 million in the prior year quarter, as a result of increased revenues associated with its Asset Management Program and new services for MRI equipment. Operating income increased by $.3 million from other operating activities as a result of the elimination of losses associated with operations sold in 1993 and $.8 million related to reductions in parent company overhead. Interest expense increased 2% to $5.9 million for the second quarter of fiscal 1994 from $5.8 million as a result of increased borrowings associated with the expansion of MEDIQ/PRN and the Diagnostic Imaging Services Group. Pretax income from continuing operations was $.7 million for the second quarter of fiscal 1994, as compared to $1.0 million in the prior year quarter. The Company's equity in earnings of its unconsolidated subsidiaries, PCI and NutraMax, was $1.1 million, consistent with the prior year quarter. Six Months Ended March 31, 1994 Compared with Six Months Ended March 31, 1993 Revenues were $85.4 million for the six months ended March 31, 1994, as compared to $91.7 million in the prior year period. MEDIQ/PRN's revenues were $39.8 million, a decrease of $.8 million from the corresponding period in 1993. The decrease was primarily attributable to decreased revenues 9 from acute care hospitals as a result of softness in that sector of the industry, which has been mitigated by continued expansion into the home healthcare and alternative care markets. Revenues from the Diagnostic Imaging Services Group increased marginally to $22.1 million. This segment experienced an increase in procedures, particularly ultrasound and nuclear imaging services, as a result of geographic expansion through acquisitions, while reductions in third party reimbursement rates adversely impacted revenues. Revenues from MEDIQ Equipment and Maintenance Services increased 16% to $9.6 million as a result of continued growth in its Asset Management Program and new services for MRI equipment. Revenues from the Company's other operating activities decreased to $12.7 million in the current period, as compared to $19.7 million in the prior year period, primarily attributable to divestitures in 1993. Operating income decreased to $6.3 million, or 7% of revenues, for the current period, as compared to $10.6 million, or 12% of revenues, in the prior year period. The decrease in operating income was primarily attributable to the Diagnostic Imaging Services Group and MEDIQ/PRN. Operating income from the Diagnostic Imaging Services Group decreased $3.6 million reflecting additional costs associated with increased volume combined with reductions in reimbursement rates. MEDIQ/PRN's operating income decreased $2.6 million as a result of lower revenues from acute care hospitals and increased operating and depreciation expenses. Operating income from MEDIQ Equipment and Maintenance Services increased to $.1 million, as compared to a loss of $.7 million in the prior year period, as a result of increased revenues associated with its Asset Management Program and new services for MRI equipment. Operating income from other operating activities increased to $.3 million primarily as a result of the elimination of losses associated with operations sold in 1993. Interest expense increased 4% to $12.1 million for the current period from $11.6 million as a result of increased borrowings associated with the expansion of MEDIQ/PRN and the Diagnostic Imaging Services Group. The pretax loss from continuing operations was $1.0 million for the six months ended March 31, 1994, as compared to income of $3.7 million in the prior year period. In December 1993, the Company recorded a pretax gain of $1.9 million ($1.4 million net of taxes) relating to its investment in New West Eyeworks, Inc. which completed an initial public offering in December 1993. In connection with such offering, the Company received cash in the amount of $1.9 million and stock with a fair market value of $1.0 million. Pretax income in the prior year included income of $2.2 million, representing an equity participation related to the issuance of common stock by PCI. The Company's equity in earnings of its unconsolidated subsidiaries, PCI and NutraMax, was $2.0 million, as compared to $1.9 million in the prior period. INCOME TAXES The Company's effective tax rate was disproportionate compared to the statutory rate as a result of goodwill amortization, earnings of the Company's equity investments and the non-recognition of certain operating losses for state income tax purposes. Effective October 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards ('SFAS') No. 109, 'Accounting for Income Taxes', which supersedes SFAS No. 96. The Company adopted SFAS No. 96 in fiscal 1990. The effect of the adoption of SFAS No. 109 upon the provision for income taxes was not significant for the three and six month periods ended March 31, 1994. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities was $4.9 million for the six months ended March 31, 1994, as compared to $8.9 million in the prior year period. The decrease was primarily a result of lower earnings in the current period. As of March 31, 1994, working capital was $14.9 million, including cash and cash equivalents of $4.1 million, as compared to working capital of $15.6 million as of 10 September 30, 1993. As of March 31, 1994, the Company had $8.2 million outstanding under lines of credit totalling $14.0 million. Net cash used in investing activities was $8.3 million for the six months ended March 31, 1994. Expenditures for acquisitions totalled $2.9 million, of which $1.6 million related to expansion of the Diagnostic Imaging Services Group with the balance attributable to an acquisition by MEDIQ/PRN. Capital expenditures totalled $11.2 million, of which $3.9 million were financed with long-term debt. Net cash used in financing activities was $10.7 million for the six months ended March 31, 1994, and consisted of borrowings of $8.4 million, offset by repayments of notes payable and long-term debt of $17.9 million, including $11.8 million of 6% convertible subordinated debentures representing the principal balance outstanding as of their maturity in January 1994 and accrued interest. In addition, the Company paid quarterly cash dividends totalling $1.4 million for the six months ended March 31, 1994. The Company believes that its existing working capital, anticipated funds to be generated from operations and the sale of assets, together with existing credit facilities will be sufficient to meet anticipated operating and capital needs. Depending upon future growth of the Company's core businesses, additional financing may be required. 11 MEDIQ INCORPORATED AND SUBSIDIARIES QUARTER ENDED MARCH 31, 1994 PART II. OTHER INFORMATION
PAGE NUMBER --------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 11 -- Computation of Net Income Per Share.......................................... 14
12 MEDIQ INCORPORATED AND SUBSIDIARIES QUARTER ENDED MARCH 31, 1994 SIGNATURE 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. __________MEDIQ Incorporated__________ (Registrant) May 13, 1994 (Date) _______/s/ Michael F. Sandler_______ Michael F. Sandler Senior Vice President-Finance and Chief Financial Officer
13 EX-11 2 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 MEDIQ INCORPORATED AND SUBSIDIARIES COMPUTATION OF NET INCOME PER SHARE (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, -------------------- -------------------- 1994 1993 1994 1993 --------- --------- --------- --------- COMPUTATION OF PRIMARY EARNINGS PER SHARE: Net Income (loss)............................................ $ 174 $ 928 $ (1,088) $ 2,842 --------- --------- --------- --------- --------- --------- --------- --------- Weighted average of primary shares: Common stock............................................... 17,517 17,181 17,463 17,063 Preferred stock............................................ 6,448 6,574 6,452 6,664 Assumed conversion of options.............................. 427 624 435 641 --------- --------- --------- --------- Total...................................................... 24,392 24,379 24,350 24,368 --------- --------- --------- --------- --------- --------- --------- --------- Primary Earnings (Loss) Per Share............................ $ .01 $ .04 $ (.04) $ .12 --------- --------- --------- --------- --------- --------- --------- --------- COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE (1): Net Income (loss)............................................ $ 174 $ 928 $ (1,088) $ 2,842 --------- --------- --------- --------- --------- --------- --------- --------- Weighted average of fully diluted shares: Common stock............................................... 17,517 17,181 17,463 17,063 Preferred stock............................................ 6,448 6,574 6,452 6,664 Assumed conversion of options.............................. 429 653 436 697 --------- --------- --------- --------- Total...................................................... 24,394 24,408 24,351 24,424 --------- --------- --------- --------- --------- --------- --------- --------- Fully Diluted Earnings (Loss) Per Share...................... $ .01 $ .04 $ (.04) $ .12 --------- --------- --------- --------- --------- --------- --------- ---------
- - ------------------ (1) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB opinion No. 15, because it is anti-dilutive or results in dilution of less than 3%. 14 -----END PRIVACY-ENHANCED MESSAGE-----