-----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, sHxx1qnK9K1iS1va6vkGufegKIenspShjEU2ATLqyBUxcM2SrGSAKqbMv9ZAkhYz Dimz6mKixTQ4fNasUhA3Vw== 0000077360-94-000076.txt : 19941116 0000077360-94-000076.hdr.sgml : 19941116 ACCESSION NUMBER: 0000077360-94-000076 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR INC CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: 3560 IRS NUMBER: 410907434 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04689 FILM NUMBER: 94559691 BUSINESS ADDRESS: STREET 1: 1500 COUNTY RD - B2 WEST STREET 2: SUITE 400 CITY: ST PAUL STATE: MN ZIP: 55113-3105 BUSINESS PHONE: 6126367920 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _______ Commission File No. 0-4689 PENTAIR, INC. (Exact name of Registrant as specified in its charter) Minnesota 41-0907434 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1500 County B2 West, Suite 400 St. Paul, Minnesota 55113-3105 (Address of principal executive offices) (Zip Code) (612) 636-7920 (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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares outstanding of Registrant's only class of common stock on September 30, 1994 was 18,224,524. PENTAIR, INC. AND SUBSIDIARIES FORM 10-Q TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Consolidated Statement of Income Consolidated Balance Sheet Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements Management's Discussion and Analysis of Results of Operations and Financial Condition PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signature Page Exhibit Index PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS PENTAIR, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited) ($ expressed in thousands except per share amounts)
Nine Months Ended Quarter Ended September 30 September 30 1994 1993 1994 1993 Net sales $1,207,259 $987,618 $426,070 $345,506 Operating costs Cost of goods sold 910,231 748,739 325,037 259,752 Selling, general and administrative 215,850 167,656 72,545 57,901 Total operating costs 1,126,081 916,395 397,582 317,653 81,178 71,223 28,488 27,853 Equity in joint venture income (loss) 1,309 (1,349) 810 (383) Operating income 82,487 69,874 29,298 27,470 Interest expense (net) 21,787 15,597 6,823 5,375 Income before income taxes 60,700 54,277 22,475 22,095 Provision for income taxes 24,000 21,700 8,700 8,800 Net income 36,700 32,577 13,775 13,295 Preferred dividend requirements 4,094 4,779 1,363 1,382 Earnings applicable to common stock $32,606 $27,798 $12,412 $11,913 Earnings per share: Primary $1.77 $1.57 $.67 $.66 Diluted $1.72 $1.53 $.64 $.63 Weighted average common and common equivalent shares: Primary 18,400 17,750 18,446 18,353 Diluted 21,023 20,956 21,059 20,996
See Notes to Consolidated Financial Statements. PENTAIR, INC. CONSOLIDATED BALANCE SHEET (Unaudited) ($ expressed in thousands)
September 30 December 31 ASSETS 1994 1993 Current assets Cash and cash equivalents $20,542 $10,327 Accounts receivable - net 264,443 200,425 Inventories Finished goods 152,970 122,712 Work in process 44,126 35,315 Raw materials 50,279 35,108 Supplies 5,683 5,691 Total inventory 253,058 198,826 Deferred income taxes 22,542 21,575 Other current assets 7,225 7,627 Total current assets 567,810 438,780 Property, plant and equipment 745,299 621,617 Less accumulated depreciation 352,546 305,751 Property, plant and equipment - net 392,753 315,866 Marketable securities - insurance subsidiary 21,709 18,594 Investment in joint ventures 69,015 72,867 Goodwill - net 172,206 88,970 Other assets 26,661 23,724 TOTAL ASSETS $1,250,154 $958,801 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $99,145 $93,820 Compensation and other benefits accruals 56,650 42,737 Income taxes 16,587 8,787 Accrued product claims and warranties 24,625 22,256 Accrued expenses and other liabilities 76,633 50,075 Current maturities of debt 2,482 803 Total current liabilities 276,122 218,478 Long-term debt 417,686 238,856 Other liabilities 22,435 18,911 Deferred income taxes 9,056 7,518 Pensions and other retirement compensation 34,515 29,687 Postretirement medical and other benefits 61,599 60,637 Reserves - insurance subsidiary 19,387 13,865 Commitments and contingencies Shareholders' equity Preferred stock - at liquidation value Authorized: 2,800,000 shares Outstanding: 1994 - 1,958,526 68,675 69,380 1993 - 1,976,443 Unearned compensation relating to ESOP (29,123) (35,453) Common stock - par value, $.16 2/3 Authorized: 72,200,000 shares Outstanding: 1994 - 18,224,524 3,037 3,022 1993 - 18,134,638 Additional paid-in capital 165,593 163,460 Cumulative translation adjustment 7,218 (287) Minimum pension liability adjustment (6,760) (6,760) Retained earnings 200,714 177,487 Total shareholders' equity 409,354 370,849 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,250,154 $958,801
See Notes to Consolidated Financial Statements. PENTAIR, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) ($ expressed in thousands)
Nine Months Ended September 30 September 30 1994 1993 Cash provided by (used for) Operating activities Net income $36,700 $32,577 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 48,182 35,537 Amortization 4,319 1,853 Deferred income taxes 571 (2,108) Undistributed loss (earnings) from joint venture (1,309) 1,349 Changes in assets and liabilities, net of effects of acquisition Accounts receivable (41,057) (30,002) Inventories (29,074) (18,632) Accounts payable (469) (19,065) Compensation and other benefits accruals 7,584 9,133 Income taxes 7,445 2,546 Pensions and other retirement compensation 4,828 6,001 Reserves - insurance subsidiary 5,522 6,115 Other assets/liabilities - net 6,631 4,395 Net cash from operating activities 49,873 29,699 Investing activities Capital expenditures (58,793) (39,312) Cash investment in joint venture - net 5,161 (4,149) Purchase of marketable securities - net (3,115) (7,448) Acquisition - net of cash acquired (140,291) 0 Net cash (used) for investing activities (197,038) (50,909) Financing activities Borrowings 167,832 130,853 Debt payments (8,091) (102,539) Unearned ESOP compensation decrease 6,330 3,875 Employee stock plans and other 2,253 1,924 Dividends paid (13,916) (13,629) Net cash provided for financing activities 154,408 20,484 Effect of currency exchange rate changes 2,972 0 Increase (decrease) in cash and cash equivalents 10,215 (726) Cash and cash equivalents - beginning of period 10,327 8,392 - end of period $20,542 $7,666
See Notes to Consolidated Financial Statements. PENTAIR, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with instructions for Form 10-Q and, accordingly, do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation have been included. These statements should be read in conjunction with the financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, previously filed with the Commission. 2. The results of operations for the nine months ended September 30, 1994 are not necessarily indicative of the operating results to be expected for the full year. 3. Income tax provisions for interim periods are based on the current best estimate of the effective federal, state and foreign income tax rates. 4. Earnings per common share are based on the weighted average number of common and common equivalent shares outstanding during each period. The tax benefits applicable to preferred dividends paid to ESOPs are: for allocated shares, credited to income tax expense; and for unallocated shares, credited to retained earnings and are not considered earnings applicable to common stock. Fully diluted computations assume full conversion of each series of preferred stock into common stock, the elimination of preferred dividend requirements, and the recognition of the tax benefit on deductible ESOP dividends applicable to allocated shares payable based on the converted common dividend rate. Conversion was assumed during the portion of each period that the securities were outstanding. 5. Statement of Cash Flows The following is supplemental information for the periods ending September 30 relating to the Statement of Cash Flows ($000's):
Nine Months Ended 1994 1993 Interest paid (net of capitalized interest) $23,624 $15,082 Income tax payments 17,892 17,961
All outstanding shares of the Pentair, Inc. $1.50 Cumulative Convertible Preferred Stock, Series 1987 were called for redemption on March 15, 1993. In lieu of redemption, substantially all of the preferred shares were converted into approximately 1,450,780 shares of common stock. This conversion is treated as a non-cash transaction. 6. The long-term debt is summarized as follows ($ millions):
9/30/94 12/31/93 Revolving credit loans $164 $65 Private placement debt 160 160 Other 96 15 TOTAL 420 240 Current maturities (2) (1) Total long-term debt $418 $239
Debt agreements contain various restrictive covenants, including a limitation on the payment of dividends and certain other restricted payments. Under the most restrictive covenants, $105 million of the September 30, 1994 retained earnings were unrestricted for such purposes. 7. The Company uses the equity method of accounting for its Joint Ventures, Lake Superior Paper Industries (LSPI) and LSPI Fiber. Financial results for LSPI and LSPI Fiber for the periods ending September 30 are summarized as follows ($ millions):
Nine Months Ended 1994 1993 Net Sales $112.2 $106.0 Operating Income (Loss) 5.9 (.4) Pre-Tax Income (Loss) 2.6 (2.7) Quarter Ended 1994 1993 Net Sales $33.8 $34.5 Operating Income (Loss) 2.9 0.0 Pre-Tax Income (Loss) 1.6 (.7)
8. Acquisition On February 28, 1994, the Registrant completed the purchase from Fried. Krupp Hoesch-Krupp of all of the net assets and business of the Schroff Group (Schroff), including the stock of its international subsidiaries, for $154 million paid in cash at closing, which includes $1.7 million in interest accrued from January 1, 1994, the economic transfer date. The operating assets of the Schroff manufacturing facilities in Germany were acquired by a new indirect German subsidiary of the Registrant, Schroff GmbH, subject to normal payables and accruals of the business. These assets were used by Schroff in the manufacture of cabinets, cases, subracks and accessories for the electronics industry. Schroff GmbH is continuing its predecessor's business and will use the assets in the same manner as before. The outstanding stock of all of the European subsidiaries of Schroff was acquired by a new wholly-owned subsidiary of the Registrant, EuroPentair GmbH, which also owns the stock of the new Schroff GmbH. The outstanding stock of the non-European subsidiaries of Schroff, which includes its U.S. subsidiary Schroff, Inc., was acquired by FC Holdings Inc., a wholly-owned U.S. subsidiary of the Registrant. Pro Forma Financial Information The Schroff operating results are included in the company's consolidated results from January 1, 1994. The following pro forma financial information assumes the acquisition occurred at the beginning of 1993. (Unaudited)
Year Ended 9 Months Ended 12/31/93 9/30/93 ($ millions) Net Sales $1,480.2 $1,101.6 Net Income $46.8 $32.6 Earnings Per Share Primary $2.27 $1.58 Diluted $2.21 $1.54
These results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisition been made at the beginning of 1993, or of the results which may occur in the future. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION BUSINESS SEGMENT INFORMATION Selected information for business segments for the nine months ended September 30, 1994 and 1993 follows ($ millions):
General Specialty Ind Paper Joint General Products Equip Products Ventures Corp Total 1994 Net Sales $327.2 $595.0 $285.1 $0.0 $0.0 $1,207.3 Operating Income 32.2 57.1 7.0 1.3 (15.1) 82.5 Identifiable Assets 219.6 635.9 269.5 69.0 56.2 1,250.2 Depreciation 6.6 21.9 19.6 0.0 0.1 48.2 Capital Expenditures 7.5 27.3 23.8 0.0 0.2 58.8 1993 Net Sales $293.7 $404.1 $289.8 $0.0 $0.0 $987.6 Operating Income 28.0 31.5 24.8 (1.3) (13.1) 69.9 Identifiable Assets 190.2 405.0 240.0 61.1 39.2 935.5 Depreciation 5.8 11.6 18.1 0.0 0.0 35.5 Capital Expenditures 3.9 8.7 26.6 0.0 0.1 39.3
RESULTS OF OPERATIONS Pentair reported net income of $36.7 million, or $1.72 per fully diluted share, on consolidated net sales of $1,207.3 million for the nine months ended September 30, 1994. This represented a 12.7 percent increase in net income and a 22.2 percent increase in sales over the same nine month period of 1993. The nine month 1993 net income was $32.6 million, or $1.53 per fully diluted share, on consolidated net sales of $987.6 million. Specialty Products Segment. Net sales increased $33.5 million or 11.4% and operating income increased $4.2 million or 15.0% with each company in the segment contributing to the improvement. The increases reflect new products and further expansion into major home center distribution channels. Strong domestic retail activity contributed to improved earnings. W. R. Grainger was signed on as a major new distribution customer in the pump business. Strong retail sales are anticipated in the fourth quarter at the two tool businesses. General Industrial Equipment Segment. Sales increased $190.9 million or 47.2% and operating income increased $25.6 million or 81.3%. Schroff was a major contributor to the increased sales and operating income for 1994. Electrical enclosure sales continued very strong in the third quarter, assisted by the strength in durable goods and machine tool spending in the U.S. Sporting ammunition sales increased due to unusually high demand while margins improved as well with lower raw material costs. Lubrication and material dispensing sales and profits were slightly higher as compared to the prior year due in part to noticeable growth in the German economy, increased demand in the truck and trailer industry, and new products. Paper Products Segment. Net sales decreased $4.7 million or 1.6% and operating income decreased $17.9 million or 71.8%. Net selling prices were down 4.5% over 1993 pricing. These results were attributable to continuing price weakness in the coated paper market and increased competition for uncoated paper sales. Paper pricing is improving and will continue to improve into the fourth quarter of 1994, however, increased prices in raw materials continue to diminish margins. Entering the fourth quarter, demand is very strong in the U.S. markets and backlogs are strong. Joint Venture. Tons shipped were up 4.3% and prices were up 1.5%. Profitability has been achieved through operating efficiencies and cost reduction activities. U.S. market demand is strong. FINANCIAL CONDITION In 1994 as in 1993, net income adjusted for non-cash items provided much of the funds for seasonal working capital increases of accounts receivable and inventory. The inventory increase is largely attributable to the Schroff acquisition and to preparation at two businesses for seasonal fourth quarter activity. Capital expenditures for the first nine months were $58.8 million in 1994 and $39.3 million in 1993. The percentage of long-term debt to total capital was 51% at September 30, 1994 compared to 39% at December 31, 1993, largely due to the acquisition of Schroff during the first quarter of 1994. Revolving credit facilities and other foreign borrowings were used to fund the acquisition of Schroff. The full year 1994 cash flow from operations is expected to be higher than 1993 with the contributions of the new Schroff business, higher earnings and improved working capital turnover. Capital expenditures are expected to be about $90 million in 1994 as compared to $73.4 million in 1993. Effective as of February 11, 1994, Pentair entered into revolving credit facilities with a group of six banks, Continental Bank N.A., Morgan Guaranty Trust Company of New York, J.P. Morgan Delaware, First Bank National Association, Norwest Bank Minnesota, N.A. and NBD Bank, N.A. Two parallel facility agreements provide for aggregate credit lines of $170 million divided among two bank groups. Pentair's outstanding Bid Loan Agreement with certain of these banks was amended in a related transaction. The facility agreements provide for revolving credits for a three-year period, unless extended, at the expiration of which period the outstanding loans are converted into a term loan having a four-year repayment period. The credit facilities are unsecured and include certain financial and other covenants on the part of Pentair. In addition, Pentair and its new subsidiary formed in connection with the Schroff acquisition, EuroPentair GmbH, entered into a DM 115 million (approximately US $65 million) facility agreement as of February 11, 1994 with Morgan Guaranty Trust Company of New York, Continental Bank N.A., NBD Bank N.A., and Dresdner Bank AG. EuroPentair's obligations under the Deutschmark agreement are guaranteed by the Registrant. This facility is similar to the two other domestic credit agreements, but provides for borrowings and repayments in German marks or certain other European currencies. This facility also provides for unsecured revolving loans for a three-year period with a similar term loan conversion and four-year repayment period. Substantially all of the available credit under this agreement was borrowed at the closing of the Schroff acquisition. The three revolving credit facilities discussed above replace previous credit agreements between Pentair and these banks for revolving credit in the aggregate amount of $225 million. Based upon current operating expectations, credit available under revolving credit facilities and private placements is more than adequate to cover seasonal working capital and capital expenditure requirements. OUTLOOK In general, the Company is strong and well-positioned to continue its growth. The strong emphasis on enhanced manufacturing capability achieved through capital spending, product development and expansion of distribution channels are expected to continue to grow market share, sales and profitability. In all businesses, sales are expected to continue to respond to new products, enhanced customer service and an improving U.S. economy. In particular, sales in the Specialty Products segment should benefit from a continued focus on market expansion through new distribution channels such as homecenter hardware chains. The durable goods market continues to enhance the sales of Hoffman electrical enclosures domestically and continuing recovery in Europe should boost sales of Schroff electronic products. Lincoln products are impacted by the same market factors. Individual paper selling prices are increasing and will continue to increase, but, due to rapidly increasing raw material prices of market pulp and recyclable paper, margins are diminished. PART II - OTHER INFORMATION ITEM 1 - Legal Proceedings Cross Pointe Paper Corporation. The Miami mill of Cross Pointe Paper Corporation (Miami) reached a settlement of $220,500 with the State of Ohio regarding alleged violations of Miami's water pollution control permit. Information concerning this matter was previously reported in the Company's Form 10-K for the year ending December 31, 1993. Niagara of Wisconsin. (Niagara) Niagara settled for $71,357.70, an enforcement action filed by the State of Wisconsin involving allegations of particulate emissions from Niagara's coal processing plant in excess of limits set in its permit. Information concerning this matter was previously reported in the Company's Form 10-K for the year ending December 31, 1993. ITEM 5 - Other Information On September 6, 1994, the Registrant announced it has retained CS First Boston to explore strategic alternatives for its paper businesses, including a possible sale. The Registrant is positioning itself to continue to focus on the growth of its industrial businesses. ITEM 6 - Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibits are included with this Form 10-Q Report as required by Item 601 of Regulation S-K. Exhibit Description Number 11 Calculation of Earnings per Common and Common Equivalent Share 27 Financial Data Schedules (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter ended September 30, 1994. 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 hereunto duly authorized. /s/ David D. Harrison Senior Vice President and Chief Financial Officer November 14, 1994 EXHIBIT INDEX Exhibit Number 11 Calculation of Earnings per Common and Common Equivalent Share 27 Financial Data Schedules EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PENTAIR, INC. FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINACIAL STATEMENTS. YEAR 9-MOS 9-MOS QTR-3 QTR-3 DEC-31-1993 DEC-31-1994 DEC-31-1993 DEC-31-1994 DEC-31-1993 DEC-31-1993 SEP-30-1994 SEP-30-1993 SEP-30-1994 SEP-30-1993 10,327,000 20,542,000 0 0 0 18,594,000 21,709,000 0 0 0 200,425,000 264,443,000 0 0 0 6,197,000 6,197,000 0 0 0 198,826,000 253,058,000 0 0 0 438,780,000 567,810,000 0 0 0 621,617,000 745,199,000 0 0 0 305,751,000 352,546,000 0 0 0 958,801,000 1,250,154,000 0 0 0 218,478,000 276,122,000 0 0 0 0 0 0 0 0 166,482,000 168,630,000 0 0 0 0 0 0 0 0 69,380,000 68,675,000 0 0 0 134,987,000 172,049,000 0 0 0 958,801,000 1,250,154,000 0 0 0 0 1,207,259,000 987,618,000 426,070,000 345,506,000 0 1,207,259,000 987,618,000 426,070,000 345,506,000 0 910,231,000 748,739,000 325,037,000 259,752,000 0 1,126,081,000 916,395,000 397,582,000 317,653,000 0 0 0 0 0 0 0 0 0 0 0 21,787,000 15,597,000 6,823,000 5,375,000 0 60,700,000 54,277,000 22,475,000 22,095,000 0 24,000,000 21,700,000 8,700,000 8,800,000 0 36,700,000 32,577,000 13,775,000 13,295,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 36,700,000 32,577,000 13,775,000 13,295,000 0 1.77 1.57 .67 .66 0 1.72 1.53 .64 .63
EX-11 3 EXHIBIT 11 PENTAIR, INC. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Nine Months Ended Quarter Ended September 30 September 30 1994 1993 1994 1993 INCOME ($ thousands) Net income $36,700 $32,577 $13,775 $13,295 Preferred dividend requirements 4,094 4,779 1,363 1,382 Earnings available to common and common equivalent shares - Primary 32,606 27,798 12,412 11,913 Preferred dividends assuming conversion of Preferred Stock: Series 1987 - 620 - - Series 1988 764 784 253 257 Series 1990 3,330 3,375 1,110 1,125 Tax benefit on preferred ESOP dividend eliminated due to conversion into common (787) (627) (260) (209) Tax benefit on ESOP dividend assuming conversion to common at common dividend rate 276 208 92 69 Earnings for fully diluted computation $36,188 $32,158 $13,607 $13,155 SHARES (thousands) Weighted average number of shares outstanding during the period 18,193 17,528 18,214 18,116 Shares issuable on exercise of stock options less shares repurchaseable from proceeds 207 222 232 237 Common and Common Equivalent Shares - Primary 18,400 17,750 18,446 18,353 Shares issuable on conversion of: $1.50 Cumulative Convertible Preferred Stock, Series 1987 - 554 - - $7.50 Callable Cumulative Convertible Preferred Stock, Series 1988 510 523 507 518 8% Callable Cumulative Voting Convertible Preferred Stock, Series 1990 2,113 2,129 2,106 2,125 Common and common equivalent shares for fully dilutive computation 21,023 20,956 21,059 20,996 EARNINGS PER SHARE: Primary $1.77 $1.57 $.67 $.66 Diluted $1.72 $1.53 $.64 $.63
All share and per share data adjusted for 50% stock dividend in June 1993. -----END PRIVACY-ENHANCED MESSAGE-----