-----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, nDnQcRI3k52RfF0Hz6TRplnJGJfQxQjNdR9y2fQT+l4oMiAIOoyQ/CsvEsnCurMT Qod5ccedmBwWtqjLD1TEdA== 0000928816-94-000005.txt : 19941122 0000928816-94-000005.hdr.sgml : 19941122 ACCESSION NUMBER: 0000928816-94-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 DATE AS OF CHANGE: 19941114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAFEGUARD SCIENTIFICS INC ET AL CENTRAL INDEX KEY: 0000086115 STANDARD INDUSTRIAL CLASSIFICATION: 5045 IRS NUMBER: 231609753 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05620 FILM NUMBER: 94560185 BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DR STREET 2: 800 THE SAFEGUARD BLDG CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102930600 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD INDUSTRIES INC DATE OF NAME CHANGE: 19810525 FORMER COMPANY: FORMER CONFORMED NAME: SAFEGUARD CORP DATE OF NAME CHANGE: 19690521 10-Q 1 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 September 30, 1994 Commission File Number 1-5620 ------------------ ------ SAFEGUARD SCIENTIFICS, INC. - - - - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-1609753 - - - - --------------------------------------------------------------------------- (state or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification Number) 800 The Safeguard Building, 435 Devon Park Drive Wayne, PA19087 - - - - --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 293-0600 -------------- 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 --------- -------- Number of shares outstanding as of November 11, 1994 Common Stock 9,483,518 PAGE 1 OF 16 PAGES. EXHIBIT INDEX ON PAGE 2. SAFEGUARD SCIENTIFICS, INC. QUARTERLY REPORT FORM 10-Q INDEX PART I - FINANCIAL INFORMATION ------------------------------ Page Item 1 - Financial Statements: Consolidated Balance Sheets - September 30, 1994 (unaudited) and December 31, 1993 3 Consolidated Statements of Operations - Three Months Ended September 30, 1994 and 1993 5 Nine Months Ended September 30, 1994 and 1993 6 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1994 and 1993 7 Notes to Consolidated Financial Statements 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION --------------------------- Item 6 - Exhibits 15 Signatures 16
SAFEGUARD SCIENTIFICS, INC. CONSOLIDATED BALANCE SHEETS (000 omitted) September 30 December 31 ---------------------------------- ASSETS 1994 1993 ---------------------------------- (UNAUDITED) Current Assets Cash $ 10,075 $ 9,796 Receivables less allowances ($4,544 - 1994; $5,480 - 1993) 239,371 258,734 Inventories 162,572 131,263 Other current assets 4,915 4,377 ---------------------------------- Total current assets 416,933 404,170 Property, Plant and Equipment 75,572 79,789 Less accumulated depreciation and amortization (33,553) (33,429) ---------------------------------- 42,019 46,360 Commercial Real Estate 42,424 47,460 Less accumulated depreciation (11,020) (11,037) ---------------------------------- 31,404 36,423 Other Assets Investments 43,639 16,663 Notes and other receivables 3,282 3,329 Excess of cost over net assets of businesses acquired 21,593 25,434 Other 8,896 10,445 ---------------------------------- 77,410 55,871 ---------------------------------- $ 567,766 $ 542,824 ==================================
SAFEGUARD SCIENTIFICS, INC. CONSOLIDATED BALANCE SHEETS (000 omitted except shares) September 30 December 31 ---------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY 1994 1993 ---------------------------------- (UNAUDITED) Current Liabilities Current commercial real estate debt $ 10,998 $ 11,038 Current debt obligations 11,930 5,461 Accounts payable 157,728 168,836 Accrued expenses 47,013 50,261 Taxes on income 3,078 ---------------------------------- Total current liabilities 227,669 238,674 Long-Term Debt 172,050 156,482 Commercial Real Estate Debt 25,024 29,630 Deferred Taxes 5,007 2,141 Other Liabilities 1,041 1,305 Minority Interest 29,292 25,825 Shareholders' Equity Common stock, par value $.10 a share Authorized -20,000,000 shares Issued -10,933,114 shares 1,093 1,093 Additional paid-in capital 25,371 25,631 Retained earnings 90,700 76,040 Treasury stock, at cost 1,449,596 shares-1994 (13,228) 1,590,696 shares-1993 (13,997) Net unrealized appreciation on investments 3,747 ---------------------------------- 107,683 88,767 ---------------------------------- $ 567,766 $ 542,824 ==================================
SAFEGUARD SCIENTIFICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (000 omitted) Three Months Ended September 30 ---------- ----------- 1994 1993 (UNAUDITED) Revenues Information Technology Microcomputer Systems $ 306,654 $ 256,507 Information Solutions 10,870 16,608 Workstation and Security Systems 16,795 9,992 ---------- ----------- 334,319 283,107 Metal Finishing 8,077 6,781 Commercial Real Estate 970 1,195 ---------- ----------- Net Sales 343,366 291,083 Gains on sales of securities, net 8,473 1,066 Other income 736 672 ---------- ----------- Total Revenues 352,575 292,821 Costs and Expenses Cost of sales 284,941 234,605 Selling 30,777 27,845 General and administrative 17,388 17,473 Depreciation and amortization 4,265 4,717 Interest 4,680 3,275 (Income) loss from equity investments (579) (80) ---------- ----------- Total Costs and Expenses 341,472 287,835 Earnings Before Minority Interest and Taxes 11,103 4,986 Minority interest (1,373) (1,424) ---------- ----------- Earnings Before Taxes On Income 9,730 3,562 Provision for taxes on income 2,161 1,919 ---------- ----------- Net Earnings $ 7,569 $ 1,643 Earnings Per Share Primary $ 0.76 $ 0.15 Fully Diluted 0.73 0.12 Average Common Shares Outstanding Primary 9,791 9,950 Fully Diluted 9,815 9,998 SAFEGUARD SCIENTIFICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (000 omitted) Nine Months Ended September 30 ------------------------ 1994 1993 ---------- ----------- (UNAUDITED) Revenues Information Technology Microcomputer Systems $ 894,136 $ 697,070 Information Solutions 44,224 46,250 Workstation and Security Systems 50,191 27,746 ---------- ----------- 988,551 771,066 Metal Finishing 22,618 20,704 Commercial Real Estate 3,041 3,593 ---------- ----------- Net Sales 1,014,210 795,363 Gains on sales of securities, net 15,337 9,574 Other income 2,898 2,076 ---------- ----------- Total Revenues 1,032,445 807,013 Costs and Expenses Cost of sales 840,061 639,586 Selling 89,458 77,779 General and administrative 53,017 47,229 Depreciation and amortization 12,584 13,495 Interest 12,434 9,893 (Income) loss from equity investments (952) 481 ---------- ----------- Total Costs and Expenses 1,006,602 788,463 ---------- ----------- Earnings Before Minority Interest and Taxes 25,843 18,550 Minority interest (4,092) (3,688) ---------- ----------- Earnings Before Taxes On Income 21,751 14,862 Provision for taxes on income 7,091 7,041 ---------- ----------- Net Earnings $ 14,660 $ 7,821 ========== =========== Earnings Per Share Primary $ 1.45 $ 0.72 Fully Diluted 1.38 0.66 Average Common Shares Outstanding Primary 9,795 10,178 Fully Diluted 9,804 10,240
SAFEGUARD SCIENTIFICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (000 omitted) Nine Months Ended September 30 ----------------------------- 1994 1993 ------------- ------------- (UNAUDITED) Operating Activities Net earnings $ 14,660 $ 7,821 Adjustments to reconcile net earnings to cash from operating activities Depreciation and amortization 12,584 13,495 Increase in deferred taxes 2,866 3,530 (Income) loss from equity investments (952) 481 Gains on sales of securities, net (15,337) (9,574) Other, net 2,439 2,343 ------------- ------------- 16,260 18,096 Cash provided (used) by changes in working capital items Receivables 9,885 (27,097) Inventories (36,961) (12,126) Other current assets 989 (270) Accounts payable and accrued expenses (5,671) 3,751 Taxes on income (4,078) 1,600 ------------- ------------- (35,836) (34,142) ------------- ------------- Cash (used) provided by operating activities (19,576) (16,046) Proceeds from sales of securities, net 15,837 19,961 ------------- ------------- Cash (used) provided by operating activities and sales of securities, net (3,739) 3,915 Other Investing Activities Investments and notes acquired, net (7,883) (2,202) Expenditures for property, plant & equipment (8,427) (5,024) Commercial real estate costs (14,280) Businesses acquired (500) (74) Other, net (4,625) (4,723) ------------- ------------- Cash used by other investing activities (21,435) (26,303) Financing Activities Net borrowings on revolving credit facilities 11,775 33,550 Repayments on term debt (4,083) (7,780) Borrowings on term debt 14,548 2,710 Stock issued by subsidiary 2,704 Repurchase of common stock (551) (8,000) Stock options exercised 1,060 1,070 ------------- ------------- Cash provided by financing activities 25,453 21,550 ------------- ------------- Increase in Cash 279 (838) Cash - beginning of year 9,796 8,903 ------------- ------------- Cash - End of Period $ 10,075 $ 8,065 ============= =============
SAFEGUARD SCIENTIFICS, INC. Notes to Consolidated Financial Statements September 30, 1994 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 1993 Form 10-K should be read in conjunction with the accompanying statements. These statements include all adjustments (consisting only of normal recurring accruals) 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. Inventories, primarily finished goods, are stated primarily at the lower of average cost or market. 3. Statement of Financial Accounting Standard No. 115, "Accounting for Certain Investments in Debt and Equity Securities" is effective for fiscal year 1994. Certain investments accounted for under the cost method of accounting are classified as available-for-sale and recorded at fair value with unrealized holding gains and losses recorded, net of tax, as a separate component of shareholders' equity. The Company adopted the new accounting rules as of January 1, 1994 and increased investments and shareholders' equity by $4.9 million. 4. The Company sold its controlling interest in Micro Decisionware, Inc. to Sybase, Inc. in April, 1994. Under the terms of the agreement, Micro Decisionware shareholders, including Safeguard which owned approximately 55% on a fully diluted basis, received shares of Sybase common stock valued at $25 million. Safeguard also entered into a consulting and non- compete agreement with Sybase and received $1.6 million at closing with the potential to receive an additional $11.9 million based upon the future performance of Micro Decisionware. (continued) SAFEGUARD SCIENTIFICS, INC. Notes to Consolidated Financial Statements (continued) September 30, 1994 5. In June, 1994, the Company expanded its credit facility to $50 million. The facility consists of a $30 million revolving credit facility that expires March 31, 1997 and a $20 million term loan. The term loan is repayable in installments of $7 million in both March 1995 and March 1996 and $6 million in March 1997. Interest is at prime or, at the Company's option, a portion of the facility can be converted to the London Interbank Offered Rate ("LIBOR") plus 2.25%. During March 1994, CompuCom executed an amendment to the August 1993 Financing and Security Agreement increasing the availability under the bank revolving credit facility ("Credit Facility") from $125 million to $150 million. The new facility provides for a fixed rate of interest of 7.18% on $60 million of the outstanding principal balance. In addition, for the remainder of the unpaid principal, CompuCom has the option to elect LIBOR plus 2.75% per annum, subject to certain limitations, and/or an interest rate of 0.5% above the prime rate per annum. During the second and third quarters of 1994 CompuCom elected to utilize LIBOR on a portion of the outstanding principal balance. Total borrowings are based on certain limits, as defined, and are secured by receivables, a portion of inventories and substantially all other assets of CompuCom. The Credit Facility subjects CompuCom to certain restrictions and covenants related to, among others, tangible net worth, debt to tangible net worth, net earnings, and limits the amount available for capital expenditures and dividends. All unpaid principal borrowed and unpaid accrued interest thereon, under the Credit Facility, are due March 1997. 6. All share and per share data have been adjusted to reflect the two-for-one stock split of the Company's common shares effective September 7, 1994. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operational Overview Net sales for the third quarter of 1994 increased 18% to $343.4 million compared to $291.1 million for the same period in 1993. Net earnings for the third quarter of 1994 were $7.57 million, or $.76 a share, compared to 1993 third quarter net earnings of $1.64 million, or $.15 a share. Included in the 1994 third quarter results was a net gain of $6.29 million from the sale of securities, primarily from the sale of a portion of Safeguard's holdings in Coherent Communications in a rights offering to Safeguard's shareholders. Net sales for the nine months ended September 30, 1994 of $1.01 billion increased 28% over the comparable period in 1993. Net earnings for the nine months were $14.66 million, or $1.45 a share in 1994, an 87% increase over 1993 net earnings of $7.82 million, or $.72 a share. Net security gains for the first nine months of 1994 were $5.3 million higher than in 1993.
Three Months Ended Nine Months Ended September 30 September 30 ------------------- ----------------- 1994 1993 1994 1993 ----- ---- ---- ---- Operating earnings before security gains and minority interest $ 2,436 $ 1,960 $ 7,081 $4,724 Security gains 6,287 387 10,337 5,038 Minority interest (1,154) (704) (2,758) (1,941) ------- ------- ------ ------ Net earnings 7,569 1,643 14,660 7,821 ======= ======= ====== ======
Net sales increased at all major operating units for the three months ended September 30, 1994 compared to the same period in 1993 with CompuCom again accounting for a large majority of this increase. CompuCom's higher sales reflect an increase in demand by corporate customers for personal computers, particularly 486-based machines, and their continued focus on providing quality products and services at competitive prices. As corporate customers evaluate their information needs, more and more are opting for networked personal computer (PC) platforms instead of continuing their mainframe and mini- computer environments. CompuCom's customer order backlog at September 30, 1994 was $90 million. Product availability issues have lessened as certain manufacturers have increased their manufacturing capabilities resulting in product supply starting to catch up with demand. Operating earnings increased 24% for the third quarter ended September 30, 1994 compared to the third quarter of 1993. CompuCom and Pioneer Metal Finishing reported increases in operating earnings of 15% and 73%, respectively which represented most of the improvement. Partially offsetting this were losses at CenterCore. A significant portion of CenterCore's loss related to Maris, reflecting the continuing recognition of unanticipated costs associated with certain construction contracts acquired with the late 1993 Maris acquisition that adversely affected Maris' gross profit margin. Safeguard's recent rights offering companies, Coherent Communications and Cambridge Technology Partners, continue to perform very strongly. Safeguard uses the equity method of accounting for its 45% and 24% investment, respectively, in these companies. Coherent Communications reported significantly improved operating results as sales and net earnings increased 32% and 177%, respectively in the third quarter of 1994 compared to 1993. Cambridge Technology Partners continued its increase in sales and earnings by recording an 80% increase in net earnings on a 69% sales increase in the third quarter of 1994 compared to 1993. Security gains for the third quarter of 1994 reflect the partial sale of the Company's interest in Coherent Communications System Corp. In July 1994, the Company sold 2.7 million shares of Coherent common stock at $5 per share in a rights offering to Safeguard shareholders. In addition, Coherent sold 800 thousand shares at the same price. Subsequent to the rights offering the Company began using the equity method to account for its remaining 45% interest in Coherent. The relationship from quarter to quarter of certain expenses has fluctuated due to CompuCom's microcomputer sales growth, changes in the sales mix of the Company's diversified units and the fixed nature of certain expenses. Because of the relative size and significance of CompuCom in the consolidated results, fluctuations in the other business units have tended to have a minimal impact on the relationship of expenses to sales. The gross margin percentage was 17% for the third quarter of 1994 compared to 19.4% for the same period of 1993. This decrease is primarily due to the significant increase in microcomputer sales. An increase in microcomputer sales tends to reduce consolidated margins since microcomputer margins are lower than margins of other operating units. The gross margin percentage on microcomputer sales was 14.2% in the third quarter of 1994 compared to 13.2% in the second quarter of 1994 and 14.4% in the third quarter of 1993. The improvement over the second quarter of 1994 was primarily due to product pricing actions by certain manufacturers in August 1994, and the increase in service related activity resulting from CompuCom's continued focus on the growth of the services business. The decrease compared to the same period in 1993 is due primarily to a decline in product margins, resulting from pricing pressures created by intense competition. However, CompuCom historically has been able to offset the margin decline (on a percentage of net sales basis) through the control of operating expenses. In addition, the decline in product margins has been partially offset by the impact of service margins. Future product margins will be influenced by manufacturers' pricing strategies together with pressures from competition partially offset by CompuCom's ability to continue the growth of its service business. Selling expenses for the third quarter of 1994 decreased as a percentage of sales to 9.0% from 9.6% in 1993. General and administrative expenses for the third quarter of 1994 decreased as a percentage of sales from 6% in 1993 to 5.1%. These trends primarily reflect the elimination of expenses due to the second quarter sale of Micro Decisionware and the third quarter deconsolidation of Coherent. On a relative basis, these two businesses had higher selling, general and administrative expenses then CompuCom and the remaining businesses of the Company. Partially offsetting this improvement was an increase in expenses to support the expanstion of CompuCom's service business. Interest expense increased in the third quarter of 1994 compared to the same period in 1993, reflecting the increase in the prime borrowing rate and increased working capital requirements at CompuCom needed to support their significant revenue growth. In addition, interest expense increased at CenterCore reflecting acquisition related debt. The third quarter 1994 effective tax rate was lower then in the prior periods due to the Coherent rights offering. In prior periods, the Company amortized goodwill, which, at that time, was not tax deductible. With the sale of a portion of the Coherent stock, a pro rata portion of the previously expensed goodwill is currently tax deductible which reduced the effective tax rate. The Company's effective tax rate for the year is expected to be approximately 33%. Liquidity and Capital Resources The Company and its two largest majority-owned public company, operating subsidiaries - CompuCom and CenterCore - each maintain separate, independent bank credit facilities with several banks. The subsidiaries' credit facilities are non- recourse to the Company, except that the Company has guaranteed $2.4 million of CenterCore's bank debt. The subsidiaries bank debt prohibit the payment of dividends while the credit lines remain outstanding. The combination of a satisfactory relationship with several banks, proceeds from the sale of securities, internally generated funds, and in the case of CompuCom, the equity of the business and the subordinated debt financing, have been available to satisfy cash requirements to fund business activities. During 1994, the Company purchased a total of $15 million of newly issued convertible preferred stock from CompuCom and has committed to purchase an additional $5 million on December 31, 1994. In March 1994, CompuCom increased its bank revolving credit facility from $125 million to $150 million extending the maturity to March 1997. In addition, $60 million of the outstanding principal balance is subject to a fixed rate of interest at 7.18%; for the remainder of the credit facility CompuCom may elect an interest rate of LIBOR plus 2.75% per annum subject to limitations and/or 0.5% above the prime rate per annum. The commitment to purchase the CompuCom preferred stock together with other projected cash requirements required the Company to increase availability under its line of credit. In June 1994, the Company expanded its credit facility to $50 million. The facility consists of a $30 million revolving credit facility that expires March 31, 1997 and a $20 million term loan. The term loan is repayable in installments of $7 million in both March 1995 and March 1996 and $6 million in March 1997. Interest is at prime or, at the Company's option, a portion of the facility can be converted to LIBOR plus 2.25%. The facility is secured by a pledge of all of the Company's publicly traded stocks. The Company expects its future corporate liquidity to be generated through internal cash flow, the sale, as required, of selected minority-owned, publicly traded securities and increased availability under the credit facility. The Company is currently considering an increase in the facility to support its future cash needs. In July 1994, the Company and Coherent in a rights offering to Safeguard shareholders, sold approximately 3.5 million shares of Coherent common stock at $5 a share. The Company received net proceeds from this sale of approximately $12.6 million and Coherent received approximately $3.8 million after underwriting discounts. The Company used the proceeds to repay debt. In conjunction with the rights offering, Coherent redeemed $4 million of preferred stock held by the Company of which $1 million was paid in August and the remainder payable in three annual $1 million installments beginning in 1995. The Company continues to hold approximately 2.9 million shares of Coherent, which will enable the Company to participate in the future growth of Coherent and provide an additional source of liquidity to the Company. In June 1994, the Company purchased $1.5 million of CenterCore's redeemable convertible preferred stock and CenterCore amended its bank credit agreement. The amended credit agreement expands the credit line facility to $11 million from $10 million and grants a $1.5 million overadvance facility above the collateral borrowing base until May 31, 1995. These actions were necessitated by losses at CenterCore compounded by increased working capital requirements at the Maris operation since its late 1993 acquisition. CenterCore's outstanding borrowings under their revolving credit facility was $7.5 million at September 30, 1994 compared to $5.2 million at December 31, 1993. Borrowing availability under the facility was approximately $.6 million at September 30, 1994 compared to $1 million at June 30, 1994. Due to continued losses and working capital requirements, CenterCore is not in compliance with certain financial covenants under its credit agreement. CenterCore is in the process of attempting to negotiate with the bank to reset the covenants to a level acceptable to the bank and which CenterCore can realistically maintain. Since there can be no assurance that CenterCore will be successful in restructuring these covenants, $7.5 million of the formerly long-term bank borrowing has been classified as a current obligation. The bank continues to extend credit to CenterCore under the existing borrowing base formula. However, if the bank exercises its ability to cause immediate loan repayment by CenterCore. CenterCore's ability to continue operation will be difficult to maintain. Nonetheless, the Company does not expect that such action would have a material adverse effect on the Company's liquidity or capital resources. Assuming negotiations are successful, through careful management and utilization of its operating resources, the allocation of cash to satisfy past and current vendor requirements and the cooperation of the vendors, CenterCore believes its operating cash requirements for the remainder of 1994 can be satisfied from internally generated funds and availability under its bank facility. However, CenterCore may have to implement additional actions to conserve or generate cash, including further reduction in operating expenditures, possible sale of assets or of a portion of the business. Such actions, if unsuccessful could have an adverse impact, which may be material, on the CenterCore operations and cause the Company to honor its $2.4 million guarantee of the CenterCore credit facility. Capital expenditures were $8.4 million for the first nine months of 1994 and are expected to be in the $12 million range for the year with CompuCom representing approximately $5 million of 1994 expenditures. Item 6. Exhibits (a) Exhibits Number Description 11 Computation of Primary Earnings Per Share - page 17 27 Financial Data Schedule - page 18 (b) No reports on Form 8-K have been filed by the Registrant 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 thereunto duly authorized. SAFEGUARD SCIENTIFICS, INC. (Registrant) Date: November 14, 1994 /s/ Warren V. Musser -------------------------------- Warren V. Musser,Chairman, President and Chief Executive Officer Date: November 14, 1994 /s/ Gerald M. Wilk -------------------------------- Gerald M. Wilk Vice President (Principal Financial and Principal Accounting Officer) 1 EX-11 2
SAFEGUARD SCIENTIFICS, INC. Exhibit 11 - CALCULATION OF PER SHARE EARNINGS (000 omitted) except per share data Three Months Ended Nine Months Ended September 30 September 30 ------------------------------------------------ 1994 1993 1994 1993 ------------------------------------------------ Primary earnings per common share Net earnings $7,569 $1,643 $14,660 $7,821 Adjustment (1) (127) (198) (453) (475) ------------------------------------------------ $7,442 $1,445 $14,207 $7,346 ================================================ Average common shares outstanding 9,497 9,730 9,436 9,972 Average common share equivalents 294 220 359 206 Average number of common shares and ------------------------------------------------ common share equivalents outstanding 9,791 9,950 9,795 10,178 ================================================ Primary earnings per common share $0.76 $0.15 $1.45 $0.72 ================================================ Fully diluted earnings per common share Net earnings $7,569 $1,643 $14,660 $7,821 Adjustment (1) (367) (440) (1,114) (1,100) ------------------------------------------------ $7,202 $1,203 $13,546 $6,721 Average number of common shares assuming full dilution 9,815 9,998 9,804 10,240 ================================================ Fully diluted earnings per common share $0.73 $0.12 $1.38 $0.66 ================================================ (1) Net earnings are adjusted (unless anti-dilutive) for the effect of options, warrants (primary earnings) and convertible securities (fully diluted) issued by the Company's public subsidiaries. All share and per share data have been adjusted to reflect the two-for-one stock split of the Company's common shares effective September 7, 1994. 16
EX-27 3
5 1,000 9-MOS DEC-31-1994 SEP-30-1994 10,075 0 243,915 4,544 162,572 416,933 117,996 44,573 567,766 227,669 197,074 1,093 0 0 106,590 567,766 1,014,210 1,032,445 840,061 840,061 0 0 12,434 21,751 7,091 14,660 0 0 0 14,660 1.45 1.38
-----END PRIVACY-ENHANCED MESSAGE-----