THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T x FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (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, 1996 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: 000-16893 DANNINGER MEDICAL TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 31-0992628 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No) 5160-B BLAZER MEMORIAL PARKWAY DUBLIN, OHIO 43017-1339 (Address of principal executive offices) (614) 718-0500 (Registrant's telephone number) 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 ----- ----- 4,864,424 Shares of Common Stock Outstanding As Of September 30, 1996 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) September 30, December 31, 1996 1995 (Unaudited) (Audited) ------------- ------------ ASSETS ------ CURRENT ASSETS: Cash $ 241 Accounts receivable trade (net of allowance for doubtful accounts of $354 and $204 for 1996 and 1995, respectively) 5,940 $ 3,497 Inventories 5,193 4,227 Prepaid expenses, and other current assets 631 409 Deferred income taxes 185 174 ------------- ------------ Total current assets 12,190 8,307 ------------- ------------ Property and equipment, net 1,561 724 ------------- ------------ OTHER ASSETS: Other asset 102 102 Intangibles (net of accumulated amortization of $84 and $31 for 1996 and 1995, respectively) 3,318 202 Deferred income taxes 132 182 ------------- ------------ Total assets $ 17,303 $ 9,517 ------------- ------------ ------------- ------------ The accompanying notes are an integral part of the financial statements 1 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands except share amounts) September 30, December 31, 1996 1995 (Unaudited) (Audited) ------------- ------------ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Cash overdraft $ 167 Current portion, term debt $ 712 3,380 Current portion, capital lease obligations 52 26 Accounts payable, trade 2,306 1,146 Accrued expenses, and other liabilities 612 402 ------------- ------------ Total current liabilities 3,682 5,121 ------------- ------------ Non-current portion, term debt 8,797 839 ------------- ------------ Obligations under capital leases, net of current maturities 114 35 ------------- ------------ Commitments and Contingencies SHAREHOLDERS' EQUITY: Common stock, $.01 par value: Authorized, 10,000,000 shares; issued and outstanding 4,864,424 and 4,707,490 shares for 1996 and 1995, respectively 49 47 Paid-in capital 4,079 3,367 Retained earnings 582 108 ------------- ------------ Total shareholders' equity 4,710 3,522 ------------- ------------ Total liabilities and shareholders' equity $ 17,303 $ 9,517 ------------- ------------ ------------- ------------ The accompanying notes are an integral part of the financial statements 2 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the three month and nine month periods ending September 30, 1996 and 1995 (In thousands except share and per share amounts) (Unaudited) _________________________________________________________________________________________________________ Three Three Nine Nine Months Ended Months Ended Months Ended Months Ended September 30, September 30, September 30, September 30, 1996 1995 1996 1995 _________________________________________________________________________________________________________ Revenue: Net sales $ 3,999 $ 2,758 $ 11,162 $ 8,451 Lease and rental revenue 543 236 1,210 492 ---------- ----------- ----------- ----------- 4,542 2,994 12,372 8,943 Cost of goods sold 1,873 1,988 5,451 4,626 ---------- ----------- ----------- ----------- Gross margin 2,669 1,006 6,921 4,317 ---------- ----------- ----------- ----------- Operating expenses: Sales and marketing 1,255 915 3,209 2,327 General and administrative 708 503 1,959 1,474 Research and development 308 332 763 904 ---------- ----------- ----------- ----------- 2,271 1,750 5,931 4,705 ---------- ----------- ----------- ----------- Operating income (loss) 398 (744) 990 (388) Other expense: Interest expense, net 153 76 370 199 Other 4 4 ---------- ----------- ----------- ----------- 153 80 370 203 Income (loss) before income taxes 245 (824) 620 (591) Income tax expense (benefit) 54 (58) 146 18 ---------- ----------- ----------- ----------- Net income (loss) $ 191 $ (766) $ 474 $ (609) ---------- ----------- ----------- ----------- ---------- ----------- ----------- ----------- Earnings per share: Net income (loss) per share $ .04 $ ( .16) $ .09 $ (.13) ---------- ----------- ----------- ----------- Weighted average shares outstanding including common stock equivalents 5,013,661 4,687,739 5,008,837 4,621,986 _______________________________________________________________________________________________________ The accompanying notes are an integral part of the financial statements 3 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine month periods ending September 30, 1996 and 1995 (In thousands) (Unaudited) 1996 1995 --------- --------- Net cash used in operating activities (1,136) (1,918) --------- --------- Cash flows used in investing activities: Payments received on notes receivable 113 Purchases of property and equipment (415) (416) Purchase of business, net of cash acquired (976) --------- --------- Net cash used in investing activities (1,391) (303) --------- --------- Cash flows from financing activities: Proceeds from term debt 1,334 1,831 Proceeds from convertible subordinated debenture offering 5,250 Repayment of term debt and capitalized lease obligations (3,314) 17 Debt issue costs (542) Cash overdraft (167) Proceeds from exercise of stock options 207 407 --------- --------- Net cash provided by financing activities 2,768 2,255 --------- --------- Net increase in cash 241 34 Cash balance at the beginning of the period 0 3 --------- --------- Cash balance at the end of the period $ 241 $ 37 --------- --------- --------- --------- The accompanying notes are an integral part of the financial statements 4 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Management's Statement In the opinion of management, the accompanying unaudited financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of Danninger Medical Technology, Inc. and Subsidiaries at September 30, 1996, and the results of operations and cash flows for the three month and nine month periods ending September 30, 1996 and 1995. The notes to the Consolidated Financial Statements which are contained in the 1995 Annual Report to Shareholders should be read in conjunction with these Consolidated Financial Statements. 2. Inventories Inventories are valued at the lower of first-in, first-out cost or market and consisted of the following (in thousands): September December 1996 1995 Raw materials $ 858 $ 671 Work-in-process 88 108 Finished goods 3,137 2,686 Consigned inventory 1,110 762 -------- ------- $ 5,193 $ 4,227 -------- ------- -------- ------- 3. Income Taxes The Company provides for federal, state, and local income taxes in interim periods using an estimated effective tax rate for the year. The Company maintains valuation allowances of $584,000 against net deferred tax assets. 4. Intangibles Intangible assets include patents and goodwill. Intangible assets including goodwill are amortized over their useful lives from five to 25 years. Management periodically evaluates the recoverability of all intangible assets based on estimated future cash flows. 5. Term Debt Term debt included $5,250,000 of Convertible Subordinated Debentures ("Debentures") at 8.5% interest due June 1, 2003. The Debentures are convertible prior to maturity or redemption into the Company's Common Stock at $8.125 per share beginning July 1, 1999. The Company will be obligated to redeem Debentures tendered by June 1, 1999 at their fair amount plus accrued interest. Redemption may be accelerated in the event of a change in control of the Company and in certain other circumstances as described in the bond indenture. The Debentures contain certain convenants with respect to default of interest and redemption of payments and defaults under other indebtedness of the Company in excess of $1,000,000. In connection with the acquisition of SOS, a $1,500,000 note payable to the seller with interest at the prime rate (8.25% at September 30, 1996). Interest only in payable monthly and the note is due in September 1999. 6. Accounting Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 7. New Accounting Standards In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. The Company does not plan to adopt the expense recognition provisions of this Standard; therefore, the adoption of this Standard will have no effect on the Company's financial condition or results of operations. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The Company adopted this Statement effective January 1, 1996. The adoption of this Standard had no effect on the Company's fianncial conditions or results of operations as of September 30, 1996. 8. Contingency The Company maintains a claims made product liability insurance policy with $50,000 per occurrence and $250,000 aggregate retention limits. Beyond these retention limits, the policy covers aggregate insured claims made during each policy year up to $5,000,000. The Company and other spinal implant manufacturers have been named as defendants in various class action product liability lawsuits alleging that the plaintiffs were injured by spinal implants supplied by the Company and others. All such lawsuits were consolidated for pretrial proceedings in the Federal District Court for the Eastern District of Pennsylvania and on February 22, 1995, the plaintiffs were denied class certification. In response to the denial of class certification, a large number of additional individual lawsuits have been filed alleging, in addition to damages from spinal implants, a 5 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, Continued (UNAUDITED) conspiracy among manufacturers, physicians and other spinal implant industry members. Approximately 500 such lawsuits have been filed in which the Company is a party. Approximately fifteen of such cases involve individual plaintiffs utilizing implants supplied by the Company. The Company cannot estimate precisely at this time the number of such lawsuits that may eventually be filed. The vast majority of such lawsuits are pending in federal courts and are in preliminary stages. Discovery proceedings, including the taking of depositions, have commenced in certain lawsuits. Plaintiffs in these cases typically seek relief in the form of monetary damages, often in unspecified amounts. While the aggregate monetary damages eventually sought in all of such individual actions is substantial and exceeds the limits of the Company's product liability insurance policies, the Company believes that it has affirmative defenses, and that these individual lawsuits are otherwise without merit. An estimate of the amount of loss cannot be made as the Company does not have sufficient information on which to base an estimate. All pending cases are being defended by the Company's insurance carrier, in some cases under a reservation of rights. There can be no assurance, however, that the $5,000,000 per annum limit of the Company's coverage will be sufficient to cover the cost of defending all lawsuits or the payment of any amounts that may be paid in satisfaction of any settlements of judgments. Further, there can be no assurance that the Company will continue to be able to obtain sufficient amounts of product liability insurance coverage at commercially reasonable premiums. In addition to the above, in the ordinary course of business the Company has been named as a defendant in various other legal proceedings. These actions, when finally concluded, will not, in the opinion of the Company, have a material adverse affect upon the financial position or results of operations of the Company. However, there can be no assurance that future quarterly or annually operating results will not be materially adversely affected by the final resolution of these matters. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable (domestic and international). The Company follows certain guidelines in determining the credit-worthiness of domestic and foreign customers. The credit risk associated with each customer and each country is reviewed before a credit decision is made. All international sales are denominated in U.S. dollars. Certain of the Company's accounts receivable result from third party reimbursements that may be dependent on limitations imposed by the payor on the amount of reimbursement. The Company records the receivable and related revenue net of such limitations. 9. Acquisition of Business In September 1996, the Company acquired all of the outstanding stock of Surgical & Orthopedic Specialties, Inc. (SOS) for approximately $3.0 million. The acquisition has been accounted for on the purchase method. The consideration was comprised of $1.1 million cash, $0.5 million of common stock, $1.5 million in a seller financed note payable. SOS is engaged in the rental of recovery products. Intangible assets in the accompanying consolidated balance sheet includes approximately $2.5 million of goodwill resulting from this transaction which is amortized over 25 years. The acquisition of SOS was accounted for under the purchase method. Accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The results of operations of SOS have been included in the Consolidated Statements of Operations from the acquisition date. Business acquired (in thousands): Fair value of assets $3,794 Fair value of liabilities (818) Common stock issued (500) Acquisition indebtedness (1,500) ------- Net cash paid $ 976 ------- ------- 6 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table shows the Company's operating results as a percent of revenues for the periods indicated for certain items reflected in the statement of operations. _______________________________________________________________________________ Percent Percent of Revenues of Revenues for for three months nine months ending ending September 30, September 30, _______________________________________________________________________________ 1996 1995 1996 1995 ---- ---- ---- ---- Net sales 88.0% 92.1% 90.2% 94.5% Lease/rental revenue 12.0% 7.9% 9.8% 5.5% ---- ---- ---- ---- 100.0% 100.0% 100.0% 100.0% Cost of goods sold 41.2% 66.4% 44.1% 51.7% Gross margin 58.8% 33.6% 55.9% 48.3% Operating expenses: Sales and marketing 27.6% 30.6% 25.9% 26.0% General and administrative 15.6% 16.8% 15.8% 16.5% Research and development 6.8% 11.1% 6.2% 10.1% Interest expense, net 3.4% 2.5% 3.0% 2.2% Other expense .1% .1% Income (loss) before income taxes 5.4% (27.5%) 5.0% (6.6%) Income tax expense (benefit) 1.2% (1.9%) 1.2% .2% Net income (loss) 4.2% (25.6%) 3.8% (6.8%) ________________________________________________________________________________ 7 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Company continues to develop its strategy of focusing on increasing market penetration with its Synergy-TM- spinal implant system as it continues to expand its distribution network in the United States and internationally. The Company also continues to assess and develop new products to add to its existing spinal implant line. In addition, the Company continues to analyze the rental market for orthopedic rehabilitation devices. In 1994, the Company formed a subsidiary to determine the feasibility of entering this market. In September, 1996, the Company acquired Surgical and Orthopedic Specialities, Inc. (SOS), an independent orthopedic dealer, for $3 million (in stock, cash, note, and non-compete agreement). The Company expects to continue negotiating additional similar transactions with other independent dealers. There can be no assurance, however, that the Company will be able to successfully implement this strategy by reaching final purchase agreements with the independent dealers. FINANCIAL CONDITION AS OF SEPTEMBER 30, 1996 As of September 30, 1996, the Company's working capital position increased by $5,322,000 resulting in a working capital ratio of 3.31 to 1. The increase in working capital is principally attributable to the retirement of the $3,000,000 line of credit facility with the proceeds from the Company's $5,250,000 convertible subordinated debenture offering which was completed in May. The $3,000,000 line of credit facility has been renewed and is available to fund future working capital requirements. As of September 30, 1996, $3,000,000 is available. In addition, working capital increased due to the operating results experienced by the Company during the third quarter of 1996. Accounts receivables increased by $2,443,000, inventories increased by $966,000 and trade payables increased by $1,160,000. The increase in accounts receivables is attributable to increased sales in the third quarter. Also, accounts receivable increased by approximately $765,000 and accounts payable increased by approximately $201,000 when the Company acquired SOS. The increase in the inventory is primarily due to supporting the growing spinal implant business. During the second quarter of 1996, the Company received $5,250,000 during the debenture offering. During the third quarter of 1996, the Company entered into a note payable and a non-compete agreement for $1,500,000 during the acquisition of SOS. During 1996, the Company had additional borrowings of $1,827,000 which contributed to an overall increase in liabilities. The Company believes its bank loan facility, working capital, and funds anticipated to be generated by operations will be sufficient to fund the Company's growth plans for the foreseeable future. 8 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995 Total revenue increased 51.7% for the three months ended September 30, 1996 to $4,542,000 from $2,994,000 for the three months ended September 30, 1995. The increase is primarily attributable to increased sales of the Company's Synergy-TM- spinal implant system. In addition, the Company benefited from continued penetration into the orthopedic home care rental market. Cost of sales as a percentage of total revenue decreased to 41.2% for the three months ended September 30, 1996 from 66.4% for the three months ended September 30, 1995. The decrease is primarily due to the establishment of an inventory reserve of $312,000 or approximately 10% of sales during the third quarter of 1995. The decrease was also impacted by a change in the sales mix from 1995 to 1996, from recovery products which have high cost of sales percentages to the spinal implant business and the orthopedic home care rental business which have lower cost of sales percentages. Sales and marketing expense decreased to 27.6% from 30.6% of total revenue for the three months ended September 30, 1996 and 1995, respectively. The Company has been effective at reducing the amount and cost of sales travel. General and administrative expenses decreased to 15.6% from 16.8% of total revenue for the three months ended September 30, 1996 and 1995, respectively. Research and development expenses decreased to 6.8% from 11.1% of total revenue for the three months ended September 30, 1996 and 1995, respectively, principally as a result of higher level of expenditures in 1995 in connection with obtaining Section 510(k) approval of the Synergy-TM- spinal implant system. These factors resulted in an overall increase in operating income to $398,000 or 8.8% of total revenue for the three months ended September 30, 1996 from $(744,000) or (24.8%) for the three months ended September 30, 1995. Interest expense increased to 3.4% from 2.5% of total revenue for the three months ended September 30, 1996 and 1995, respectively, as a result of increased borrowings to provide additional working capital. Net income (loss) increased to $191,000 from $(766,000) for the three months ended September 30, 1996 and 1995, respectively, and earnings per share increased to $.04 from $(.16) for the same periods. 9 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995 For the nine months ended September 30, 1996 total revenue increased 38.3% to $12,372,000 from $8,943,000 for the nine months ended September 30, 1995. Cost of goods sold decreased to 44.1% from 51.7% for the nine months ended September 30, 1996 and 1995, respectively. As a percentage of total revenue, sales and marketing expense remained constant to 25.9% from 26.0%, general and administrative expenses decreased to 15.8% from 16.5% and research and development expense decreased to 6.2% from 10.1% for the nine months ended September 30, 1996 and 1995, respectively. Interest expense, net increased to 3.0% from 2.2% for the same periods. Net income (loss) for the nine months ended September 30, 1996 increased to $474,000 from $(609,000) for the nine months ended September 30, 1995. Earnings per share increased to $.09 from $(.13) for the same periods. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Except for the historical information in this report, it includes forward-looking statements that involve risks and uncertainties, including, but not limited to quarterly fluctuations in results, the management of growth, and other risks detailed from time to time in the Company's Securities and Exchange Commission filings, including the Company's Form 10-K for the fiscal year ended December 31, 1995. Actual results may differ materially from management expectations. 10 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings The Company maintains a claims made product liability insurance policy with per occurrence ($50,000) and aggregate ($250,000) retention limits. Beyond these retention limits, the policy covers aggregate insured claims made during each policy year up to $5,000,000. The Company and other spinal implant manufacturers have been named as defendants in various class action product liability lawsuits alleging that the plaintiffs were injured by spinal implants supplied by the Company and others. All such lawsuits were consolidated for pretrial proceedings in the Federal District court for the Eastern District of Pennsylvania and on February 22, 1995 the plaintiffs were denied class certification. In response to the denial of class certification, a large number of additional individual lawsuits have been filed alleging, in addition to damages from spinal implants, a conspiracy among manufacturers, physicians and other spinal implant industry members. Approximately 500 such lawsuits have been filed in which the Company is a party. Approximately fifteen of such cases involve individual plaintiffs utilizing implants supplied by the Company. The Company cannot estimate precisely at this time the number of such lawsuits that may eventually be filed. The vast majority of such lawsuits are pending in federal courts and are in preliminary stages. Discovery proceedings, including the taking of depositions, have commenced in certain of the lawsuits. Plaintiffs in these cases are typically seek relief in the form of monetary damages, often in unspecified amounts. While the aggregate monetary damages eventually sought in all of such individual actions is substantial and exceeds the limits of the Company's product liability insurance policies, the Company believes that it has affirmative defenses, and that these individual lawsuits are otherwise without merit. An estimate of the amount of loss cannot be made as the Company does not have sufficient information on which to base an estimate. All pending cases are being defended by the Company's insurance carrier, in some cases under a reservation of rights. There can be no assurance, however, that the $5,000,000 per annum limit of the Company's coverage will be sufficient to cover the cost of defending all lawsuits or the payment of any amounts that may be paid in satisfaction of any settlements or judgments. Further, there can be no assurance that the Company will continue to be able to obtain sufficient amounts of product liability insurance coverage at commercially reasonable premiums. In addition to the above, in the ordinary course of business the Company has been named as a defendant in various other legal proceedings. These actions, when finally concluded, will not, in the opinion of the Company, have a material adverse affect upon the financial position or results of operations of the Company. However, there can be no assurance that future quarterly or annually operating results will not be materially adversely affected by the final resolution of these matters. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits The exhibits listed in the accompanying index to exhibits are filed as a part of this Report. (b) Reports on Form 8-K The Company filed the following Current Report on Form 8-K since June 30, 1996: Current Report on Form 8-K, dated September 20, 1996, filed with the Securities and Exchange Commission on September 20, 1996 (Items 2 and 7) 11 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. DANNINGER MEDICAL TECHNOLOGY, INC. (Registrant) Dated: November 13, 1996 /S/ Joseph A. Mussey Joseph A. Mussey Chief Executive Officer, President, and Treasurer Dated: November 13, 1996 /S/ Paul A. Miller Paul A. Miller Chief Financial Officer (Principal Financial/Accounting Officer) 12 DANNINGER MEDICAL TECHNOLOGY, INC. AND SUBSIDIARIES FORM 10-Q EXHIBIT INDEX Exhibit No. Exhibit 10(a) Employment Agreement, dated November 7, 1996, between the Company and Joseph A. Mussey. 10(b) Employment Agreement, dated November 7, 1996, between the Company and Paul A. Miller. 10(c) Employment Agreement, dated November 7, 1996, between the Company and Ira Benson. 10(d) Employment Agreement, dated November 7, 1996, between the Company and Thomas E. Zimmer. 10(e) Employment Agreement, dated November 7, 1996, between the Company and Paul A. Mellinger. 10(f) Non-Competition Agreement dated September 6, 1996, between the Company and Stephen R. Draper. 11 Statement re: Computation of Per Share Earnings 27 Financial Data Schedules 13