##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
   Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    January 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to    Commission File Number 0-6715
  Analogic Corporation
 (Exact name of registrant as
    specified in its charter)
   Massachusetts

04-2454372(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)8 Centennial Drive,
    Peabody, Massachusetts(Address of principal
    executive offices)

01960(Zip Code)   (978) 977-3000
 (Registrants telephone
    number, including area code)
   (Former name, former address and
    former fiscal year, if changed since last report.)
  þ o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ




---



##### 



ANALOGIC
    CORPORATION
  TABLE
    OF CONTENTS
  Page No.Part I.
    Financial InformationItem 1.


Financial
    Statements


3Unaudited
    Consolidated Balance Sheets as of January 31, 2006 and
    July 31, 2005


3Unaudited
    Consolidated Statements of Operations for the Three and Six
    Months Ended January 31, 2006 and 2005


4Unaudited
    Consolidated Statements of Cash Flows for the Six Months Ended
    January 31, 2006 and 2005


5Notes to Unaudited
    Consolidated Financial Statements


6-20Item 2.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


21-33Item 3.


Quantitative and
    Qualitative Disclosures about Market Risk


33Item 4.


Controls and
    Procedures


33-34 Part II.
    Other InformationItem 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


34Item 4.


Submission of
    Matters to a Vote of Security Holders


35Item 6.


Exhibits


35Signatures


36Exhibit Index


37EX-10.1 Key Employee Stock Bonus PlanEX-31.1 Certification of CEOEX-31.2 Certification of CFOEX-32.1 Certification of CEO pursuant to Sec. 906EX-32.2 Certification of CFO pursuant to Sec. 906   2




---



##### Table of Contents



Part I.
    FINANCIAL INFORMATION  ITEM 1.
    Financial
    Statements  ANALOGIC
    CORPORATION
 CONSOLIDATED BALANCE SHEETS

(Unaudited)
    (In thousands, except per share data) January 31,


July 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
238,455


$
208,116Marketable securities, at fair
    value


6,834



12,338Accounts and notes receivable, net
    of allowance for doubtful accounts of $1,152 at January 31,
    2006, and $1,973 at July 31, 2005


57,876



50,978Inventories


70,227



63,604Costs related to deferred revenue


1,059



1,300Refundable and deferred income
    taxes


12,864



11,657Other current assets


6,866



6,729Current assets of discontinued
    operations (Note 2)






41,939Total current assets


394,181



396,661Property, plant and equipment, net


79,572



79,442Investments in and advances to
    affiliated companies


722



983Capitalized software, net


8,219



8,463Intangible assets, net


2,895



3,688Other assets


5,043



5,579Deferred income taxes


2,854



1,889Total Assets

$
493,486


$
496,705LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable, trade

$
20,209


$
20,833Accrued liabilities


20,116



19,802Deferred revenue


6,734



6,114Advance payments


1,315



8,273Accrued income taxes


13,436



11,167Current liabilities of
    discontinued operations (Note 2)






30,445Total current liabilities


61,810



96,634Long-term liabilities:Deferred income taxes


1,060



914Total long-term liabilities


1,060



914Commitments and guarantees
    (Note 14)Stockholders equity:Common stock, $.05 par value


692



691Capital in excess of par value


52,965



47,081Retained earnings


373,495



348,499Accumulated other comprehensive
    income


3,464



2,886Total stockholders equity


430,616



399,157Total Liabilities and
    Stockholders Equity

$
493,486


$
496,705    3




---



##### Table of Contents



ANALOGIC
    CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
    (In thousands, except per share data) Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Net revenue:Product

$
91,964


$
70,995


$
171,685


$
138,120Engineering


6,119



3,169



9,931



8,409Other


1,928



1,946



4,805



4,711Total net revenue


100,011



76,110



186,421



151,240Cost of sales:Product


53,674



43,216



102,676



85,064Engineering


4,109



3,480



9,842



7,542Other


1,192



1,280



2,578



2,718Total cost of sales


58,975



47,976



115,096



95,324Gross margin


41,036



28,134



71,325



55,916Operating expenses:Research and product development


14,149



13,219



27,176



24,893Selling and marketing


7,274



7,803



14,628



14,522General and administrative


9,637



9,305



18,301



18,520Restructuring and asset impairment
    charges


503



947



1,528



947Total operating expenses


31,563



31,274



61,633



58,882Income (loss) from operations


9,473



(3,140
)


9,692



(2,966
)Other (income) expense:Interest income


(2,469
)


(1,021
)


(4,502
)


(1,885
)Interest expense














2Equity (gain) loss in
    unconsolidated affiliates


(115
)


350



455



223Other


(199
)


4



(42
)


(604
)Total other (income) expense


(2,783
)


(667
)


(4,089
)


(2,264
)Income (loss) from continuing
    operations before income taxes and cumulative effect of change
    in accounting principle


12,256



(2,473
)


13,781



(702
)Provision (benefit) for income taxes


3,159



(427
)


3,621



(134
)Income (loss) from continuing
    operations before discontinued operations and cumulative effect
    of change in accounting principle


9,097



(2,046
)


10,160



(568
)Income (loss) from discontinued
    operations (net of income tax provision (benefit) of $133 and
    ($141) for the three and six months ended January 31, 2005,
    and $126 for the six months ended January 31, 2006)






(1,664
)


159



(2,977
)Gain on disposal of discontinued
    operations (net of income tax of $9,104)


20,640







20,640



Cumulative effect of change in
    accounting principle (net of income tax of $61)










120



Net income (loss)

$
29,737


$
(3,710
)

$
31,079


$
(3,545
)Basic earnings (loss) per share:Income (loss) from continuing
    operations

$
0.67


$
(0.15
)

$
0.75


$
(0.04
)Income (loss) from discontinued
    operations, net of tax






(0.12
)


0.01



(0.22
)Gain on disposal of discontinued
    operations, net of tax


1.51







1.51



Cumulative effect of change in
    accounting principle, net of tax










0.01



Net income (loss)

$
2.18


$
(0.27
)

$
2.28


$
(0.26
)Diluted earnings (loss) per share:Income (loss) from continuing
    operations

$
0.66


$
(0.15
)

$
0.74


$
(0.04
)Income (loss) from discontinued
    operations, net of tax






(0.12
)


0.01



(0.22
)Gain on disposal of discontinued
    operations, net of tax


1.50







1.50



Cumulative effect of change in
    accounting principle, net of tax










0.01



Net income (loss)

$
2.16


$
(0.27
)

$
2.26


$
(0.26
)Weighted average shares outstanding:Basic


13,625



13,545



13,628



13,534Diluted


13,799



13,545



13,766



13,534    4




---



##### Table of Contents



ANALOGIC
    CORPORATION
 CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
    (In thousands) Six Months EndedJanuary 31,2006


2005OPERATING ACTIVITIES:Net income (loss)

$
31,079


$
(3,545
)Less:Income (loss) from discontinued
    operations


159



(2,977
)Gain on disposal of discontinued
    operations


20,640



Income (loss) from continuing
    operations and cumulative effect of change in accounting
    principle


10,280



(568
)Adjustments to reconcile net income
    to net cash provided by operating activities:Deferred income taxes


2,651



(505
)Depreciation and amortization


8,056



8,150Cumulative effect of change on
    accounting principle


(120
)


Allowance for doubtful accounts


50



129Gain on sale of property, plant,
    and equipment


(20
)


(5
)Equity loss in unconsolidated
    affiliates


455



224Equity loss in unconsolidated
    affiliate classified as research and product development expense






759Restructuring and asset impairment
    charges


2,707



947Share-based compensation expense


1,703



1,049Excess tax benefit from share-based
    compensation


(100
)


Net changes in operating assets and
    liabilities (Note 11)


(32,222
)


(1,139
)NET CASH (USED FOR) PROVIDED BY
    CONTINUING OPERATIONS


(6,560
)


9,041NET CASH PROVIDED BY DISCONTINUED
    OPERATIONS


1,898



4,406NET CASH (USED FOR) PROVIDED BY
    OPERATING ACTIVITIES


(4,662
)


13,447INVESTING ACTIVITIES:Investments in and advances to
    affiliated companies


(687
)


(1,113
)Additions to property, plant and
    equipment


(6,199
)


(5,085
)Proceeds from the sale of Camtronics


38,906



Capitalized software


(439
)


(2,437
)Proceeds from the sale of property,
    plant and equipment


135



25Maturities of marketable securities


5,400



10,335NET CASH (USED FOR) PROVIDED BY
    CONTINUING OPERATIONS


37,116



1,725NET CASH PROVIDED BY (USED FOR)
    DISCONTINUED OPERATIONS






(1,353
)NET CASH PROVIDED BY INVESTING
    ACTIVITIES


37,116



372FINANCING ACTIVITIES:Issuance of stock pursuant to
    exercise of stock options and employee stock purchase plan


4,188



172Excess tax benefit from share-based
    compensation


100



Purchase of common stock


(3,883
)


Dividends paid to shareholders


(2,487
)


(2,190
)NET CASH USED FOR CONTINUING
    OPERATIONS


(2,082
)


(2,018
)NET CASH USED FOR DISCONTINUED
    OPERATIONS






(743
)NET CASH USED FOR FINANCING
    ACTIVITIES


(2,082
)


(2,761
)EFFECT OF EXCHANGE RATE CHANGES ON
    CASH OF CONTINUING OPERATIONS


(33
)


(641
)EFFECT OF EXCHANGE RATE CHANGES ON
    CASH OF DISCONTINUED OPERATIONS






74(33
)


(567
)NET INCREASE IN CASH AND CASH
    EQUIVALENTS


30,339



10,491CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD


208,116



149,549CASH AND CASH EQUIVALENTS, END OF
    PERIOD

$
238,455


$
160,040Cash paid during the period for:Income taxes, net

$
10,028


$
3,309Interest


4



21    5




---



##### Table of Contents



ANALOGIC
    CORPORATIONNOTES TO UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS
 (Dollars in thousands, except share and per share
    data)
  1.
    Basis of
    presentation:  Form 10-Q Form 10-K
    2.
    Discontinued
    operations:    Accounting for the Impairment
    or Disposal of Long-Lived Assets,
    Three Months EndedJanuary 31,


Six Months Ended
    January 31,2006


2005


2006


2005Total net sales

$



$
8,206


$
11,495


$
17,167Net income (loss)






(1,664
)


159



(2,977
)  6




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     July 31,2005Current assets of discontinued
    operations:Accounts receivable, net

$
5,635Inventories


6,422Costs related to deferred revenue


11,771Deferred income taxes


3,271Other current assets


651Property, plant and equipment, net


8,112Capitalized software, net


4,048Goodwill


746Intangible assets, net


1,283$
41,939Current liabilities of
    discontinued operations:Obligations under capital leases

$
162Account payable, trade


1,699Accrued liabilities


2,684Deferred revenue


22,667Advance payments


1,950Deferred income taxes


850Accumulated other comprehensive
    income


433$
30,445   3.
    Share-based
    payment:  Share-Based Payment, Accounting for
    Stock Issued to Employees, Accounting for Stock-Based Compensation Form 10-Q
 7




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Six Months EndedJanuary 31, 2006


January 31, 2006Cost of product sales

$
36


$
116Research and product development


258



538Selling and marketing


47



114General and administrative


408



935Share-based compensation expense
    before tax


749



1,703Provision for income tax


191



357Net share-based compensation
    expense

$
558


$
1,346       Three and Six Months EndedJanuary 31,2006Expected option term(1)


5.25 yearsExpected volatility factor(2)


30
%Risk-free interest rate(3)


3.94
%Expected annual dividend yield


.7
%     (1)
    
    The option life was determined using the simplified method for
    estimating expected option life, which qualify as
    plain-vanilla options.(2)
    
    The stock volatility for each grant is determined based on the
    review of the experience of the weighted average of historical
    weekly price changes of the Companys common stock over the
    most recent five years, which approximates the expected option
    life of the grant of 5.25 years,(3)
    
    The risk-free interest rate for periods equal to the expected
    term of the share option is based on the U.S. Treasury
    yield curve in effect at the time of grant.     8




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Stock-Based
    Compensation  Transition and Disclosure
  Three Months Ended


Six Months EndedJanuary 31,


January 31,2005


2005Net loss from continuing
    operations, as reported:

$
(2,046
)

$
(568
)Add: Employee compensation expense
    for restricted stock included in reported net income


475



923Less: Total employee compensation
    expenses for options determined under the fair value method


(1,190
)


(2,312
)Pro forma loss from continuing
    operations:

$
(2,761
)

$
(1,957
)Loss per share from continuing
    operations:Basic  as reported

$
(0.15
)

$
(0.04
) pro
    forma


(0.20
)


(0.14
)Diluted  as
    reported

$
(0.15
)

$
(0.04
) pro
    forma


(0.20
)


(0.14
)     Three and Six Months EndedJanuary 31,2005Expected term


5 yearsVolatility


40
%Risk-free interest rate


3.23
%Dividend yield


.8
%   Stock
    Incentive Plans
     9




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Three and Six Months EndedJanuary 31,2006Expected term


.5 yearsVolatility


25
%Risk-free interest rate


3.94
%Dividend yield


.7
%       Restricted StockOptions Outstanding


Grants OutstandingWeightedWeighted


Average





WeightedAverage


Remaining





AverageNumber of


Exercise


Contractual


Number of


Grant DateShares


Price


Term (Years)


Shares


Fair ValueOutstanding at July 31,
    2005


678,324


$
41.71



4.31



188,345


$
43.36Granted


13,600



48.54Exercised


(20,201
)


37.20Vesting of restricted stock














(2,833
)


51.27Cancelled


(3,000
)


46.92Outstanding at October 31,
    2005


668,723



41.96



4.17



185,512



43.48Granted


7,500



46.85







3,243



52.98Exercised


(83,701
)


37.77Vesting of restricted stock














(14,875
)


40.42Cancelled


(42,575
)


40.79







(3,750
)


41.64Outstanding January 31,
    2006


549,947



42.75



4.24



170,130



43.80    10




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Options Outstanding


Vested OptionsWeighted Average


Weighted





WeightedNumber of


of Remaining


Average





AverageShares


Contract Life


Exercise


Number


ExerciseRange of Exercise
    Prices

Outstanding


(Years)


Price


Exercisable


Price$29.31 - $40.95


148,237



2.93


$
37.65



98,737


$
36.5740.98 -  42.04


152,050



5.52



41.38



16,676



41.4842.48 -  47.00


144,660



3.61



43.79



94,443



43.5848.54 -  52.20


105,000



5.11



50.48



20,295



51.1729.31 -  52.20


549,947



4.24



42.75



230,151



41.09       Non-Vested OptionsWeightedNumber of


Average FairShares


ValueNon-vested at July 31, 2005


425,409


$
16.97Granted


13,600



15.53Vested


(65,983
)


16.88Forfeited


(2,750
)


17.63Non-vested at October 31, 2005


370,276



16.91Granted


7,500



14.87Vested


(30,205
)


18.86Forfeited


(27,775
)


16.32Non-vested January 31, 2006


319,796



16.76       4.
    Restructuring
    and asset impairment charges:    Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Medical Imaging Products:Shenzhen Anke High-Tech Co. Ltd
    (SAHCO)

$
275


$



$
275


$
PhotoDetection Systems, Inc.






947



216



947Corporate and other:SKY Computers, Inc.


228







1,037



Total

$
503


$
947


$
1,528


$
947  11




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Shenzhen
    Anke High-Tech Co. Ltd. (SAHCO)
  other-than-temporary Accounting for Certain Investments in
    Debt and Equity Security
  PhotoDetection
    Systems Inc.
  EITF 02-14, Whether an Investor Should Apply the Equity Method of
    Accounting to Investments Other Then Common Stock. other-than-temporary Accounting for Certain Investments in
    Debt and Equity Security
  other-than-temporary
  SKY
    Computers, Inc.
  Accounting for Costs Associated
    with Exit Disposal Activities,
 12




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     InvoluntaryEmployee


Capital Assets





InventorySeverance


Abandoned


Sub-total


Impairment


TotalBalance at July 31, 2005

$



$



$



$



$
Restructuring charge


499



310



809



1,179



1,988Cash payments


(15
)






(15
)






(15
)Balance at October 31, 2005


484



310



794



1,179



1,973Restructuring charge


228







228







228Cash payments


(444
)






(444
)






(444
)Balance at January 31, 2006

$
268


$
310


$
578


$
1,179


$
1,757       5.
    Balance
    sheet information:    January 31,


July 31,2006


2005Inventories:Raw materials

$
42,355


$
37,461Work-in-process


15,892



15,275Finished goods


11,980



10,868$
70,227


$
63,604Accrued liabilities:Accrued employee compensation and
    benefits

$
9,858


$
9,817Accrued warranty


4,462



4,057Other


5,796



5,928$
20,116


$
19,802Advance payments:Long-lead time components(A)

$



$
6,170Ramp-up
    funds


473



475Customer deposits


842



1,628$
1,315


$
8,273     (A)
    
    Long-lead time components represent advance payments received
    from L-3 Communications based on certain orders received for the
    Companys EXACT systems. 13




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Investments
    in and advances to affiliated companies:    Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Net revenue

$
4,706


$
24,510


$
8,536


$
37,922Gross margin


1,895



15,304



3,427



24,268Income (loss) from operations


105



4,061



(804
)


4,998Net income (loss)


334



3,556



(880
)


4,672   7.
    Intangible
    assets:    January 31, 2006


July 31, 2005Accumulated








AmortizationCost


Amortization


Net


Cost


Accumulated


NetIntellectual Property

$
8,264


$
5,369


$
2,895


$
8,264


$
4,576


$
3,688       2006 (Remaining six months)

$
8322007


1,6432008


3992009


21$
2,895   8.
    Net
    income per share:   14




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Income (loss) from continuing
    operations

$
9,097


$
(2,046
)

$
10,160


$
(568
)Income (loss) from discontinued
    operations, net of tax






(1,664
)


159



(2,977
)Gain on disposal of discontinued
    operations, net of tax


20,640







20,640



Cumulative effect of change in
    accounting principle, net of tax










120



Net income (loss)

$
29,737


$
(3,710
)

$
31,079


$
(3,545
)Weighted average number of common
    shares outstanding-basic


13,625



13,545



13,628



13,534Effect of dilutive securities:Stock options and restricted stock


174







138



Weighted average number of common
    shares outstanding-diluted


13,799



13,545



13,766



13,534Basic earnings (loss) per share,
    net of tax:Income (loss) from continuing
    operations

$
0.67


$
(0.15
)

$
0.75


$
(0.04
)Income (loss) from discontinued
    operations






(0.12
)


0.01



(0.22
)Gain on disposal of discontinued
    operations


1.51







1.51



Cumulative effect of change in
    accounting principle










0.01



Net income (loss)

$
2.18


$
(0.27
)

$
2.28


$
(0.26
)Diluted earnings (loss) per share,
    net of tax:Income (loss) from continuing
    operations

$
0.66


$
(0.15
)

$
0.74


$
(0.04
)Income (loss) from discontinued
    operations






(0.12
)


0.01



(0.22
)Gain on disposal of discontinued
    operations


1.50







1.50



Cumulative effect of change in
    accounting principle










0.01



Net income (loss)

$
2.16


$
(0.27
)

$
2.26


$
(0.26
)Anti-dilutive shares related to
    outstanding stock options


296



213



299



683   9.
    Dividends:   15




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Comprehensive
    income:    Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Income (loss) from continuing
    operations

$
9,097


$
(2,046
)

$
10,160


$
(568
)Income (loss) from discontinued
    operations, net of tax






(1,664
)


159



(2,977
)Gain on disposal of discontinued
    operations, net of tax


20,640







20,640



Cumulative effect of change in
    accounting principle, net of tax










120



$
29,737



(3,710
)

$
31,079


$
(3,545
)Other comprehensive income (loss),
    net of taxes:Unrealized losses from marketable
    securities, net of tax benefit of $19 and $50, for the three
    months ended January 31, 2006 and 2005, and tax benefit of
    $41 and $102 for the six months ended January 31, 2006 and
    2005, respectively


(28
)


(75
)


(63
)


(156
)Unrealized gain from securities
    classified as investment net of taxes of $16,201






24,743







24,743Foreign currency translation
    adjustment, net of tax provision of $171 and tax benefit of $18
    for the three months ended January 31, 2006 and 2005, and
    tax provision of $353 and $174 for the six months ended
    January 31, 2006 and 2005, respectively


852



703



641



3,185Total comprehensive income

$
30,561


$
21,661


$
31,657


$
24,227  16




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Supplemental
    disclosure of cash flow information:    Six Months EndedJanuary 31,2006


2005Accounts and notes receivable

$
(7,317
)

$
4,753Refundable income taxes


(4,918
)


Accounts receivable from affiliates


725



(482
)Inventories


(7,398
)


(2,640
)Costs related to deferred revenue


241



103Other current assets


(261
)


(870
)Other assets


6



(3,153
)Accounts payable, trade


(734
)


(30
)Accrued liabilities


160



(1,934
)Advance payments and deferred
    revenue


(6,367
)


5,359Accrued income taxes


(6,359
)


(2,245
)Net changes in operating assets
    and liabilities

$
(32,222
)

$
(1,139
)   12.
    Taxes:    13.
    Segment
    information:    Form 10-K
   17




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Revenues:Medical technology products from
    external customers:Medical imaging products

$
49,256


$
41,149


$
95,571


$
84,365B-K Medical


20,481



21,474



35,366



37,81569,737



62,623



130,937



122,180Security technology products from
    external customers


24,988



7,638



44,854



17,790Corporate and other


5,286



5,849



10,630



11,270Total

$
100,011


$
76,110


$
186,421


$
151,240Income (loss) from continuing
    operations before income taxes and cumulative effects of change
    in accounting principle:Medical technology products:Medical imaging products

$
17


$
(6,749
)

$
(2,589
)

$
(7,894
)B-K Medical


2,086



2,726



1,325



3,8792,103



(4,023
)


(1,264
)


(4,015
)Security technology products


7,654



759



12,462



2,010Corporate and other


2,499



791



2,583



1,303Total

$
12,256


$
(2,473
)

$
13,781


$
(702
)   January 31,


July 31,2006


2005Identifiable assets:Medical imaging products

$
116,259


$
106,947B-K Medical


69,970



71,143Security technology products


23,833



15,497Corporate and other(A)


283,424



261,179Total assets from continuing
    operations


493,486



454,766Assets of discontinued operations






41,939Total

$
493,486


$
496,705     (A)
    
    Includes cash equivalents and marketable securities of $219,339
    at January 31, 2006, and $195,321 and at July 31, 2005.  14.
    Commitments
    and guarantees:   18




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Guarantors Accounting and Disclosure Requirements
    for Guarantees. Including Indirect Guarantees of Indebtedness of
    Other, an interpretation of FASB Statements No. 5, 57, and
    107 and rescission of FASB Interpretation No. 34
    (FIN 45).
        Three Months Ended


Six Months EndedJanuary 31,


January 31,2006


2005


2006


2005Balance at the beginning of the
    period

$
4,186


$
4,254


$
4,057


$
4,053Accrual for warranties issued
    during the period


828



505



1,472



1,210Accrual related to pre-existing
    warranties (including changes in estimate)


608



603



1,403



1,220Settlements made in cash or in
    kind during the period


(1,160
)


(1,031
)


(2,470
)


(2,152
)Balance at the end of the period

$
4,462


$
4,331


$
4,462


$
4,331  19




---



##### Table of Contents



ANALOGIC
    CORPORATION
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Subsequent
    events:  Shareholders
    Dividends:
    PhotoDetection
    Systems, Inc.
     20




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Form 10-Q.
  Summary
    Form 10-K/A
     21




---



##### Table of Contents



Critical
    Accounting Policies, Judgments, and Estimates
    Revenue
    Recognition and Accounts Receivable
  Revenue Recognition in Financial Statements.
  00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables.
  Software Revenue Recognition (SOP 97-2). SOP 97-2
   22




---



##### Table of Contents



Inventories
  first-in,
  Concentration
    of Credit Risk
    Warranty
    Reserve
   23




---



##### Table of Contents



Investments
    in and Advances to Affiliated Companies
    Intangible
    Assets and Other Long-Lived Assets
    Income
    Taxes
    Results
    of Operations
  Six
    Months Ended January 31, 2006 vs. Six Months Ended
    January 31, 2005
   24




---



##### Table of Contents



25




---



##### Table of Contents



Three
    Months Ended January 31, 2006 vs. Three Months Ended
    January 31, 2005
             26




---



##### Table of Contents



Liquidity
    and Capital Resources
   27




---



##### Table of Contents



Commitments,
    Contractual Obligations and Off-Balance Sheet
    Arrangements
    Less








MoreThan








ThanTotal


1 Year


1-3 Years


4-5 Years


5 YearsOperating leases

$
6,138


$
1,468


$
2,018


$
1,377


$
1,275Purchasing obligations


34,447



30,129



4,318







$
40,585


$
31,597


$
6,336


$
1,377


$
1,275  28




---



##### Table of Contents



New
    Accounting Pronouncements
  Accounting Changes and Error Corrections. Accounting Changes, Reporting Accounting Changes in Interim Financial
    Statements.
  The Meaning of
    Other-Than-Temporary Impairment and Its Application to Certain
    Investments. Recognition of Other-Than-Temporary Impairment upon the
    Planned Sale of a Security Whose Cost Exceeds Fair
    Value.
  Forward-Looking
    Statements
  Form 10-Q
  Risk
    Factors
   29




---



##### Table of Contents



Because
    a significant portion of our revenue currently comes from a
    small number of customers, any decrease in revenue from these
    customers could harm our operating results.
    Six Months EndedJanuary 31,


Year Ended
    July 31,2006


2005


2004


2003L-3 Communications


22
%


16
%


9
%


47
%Toshiba


17
%


15
%


14
%


7
%Siemens


8
%


9
%


10
%


5
%General Electric


8
%


10
%


9
%


7
%Philips


5
%


7
%


8
%


4
%Ten largest customers as a group


71
%


66
%


68
%


81
%       Competition
    from existing or new companies in the medical and security
    imaging technology industry could cause us to experience
    downward pressure on prices, fewer customer orders, reduced
    margins, the inability to take advantage of new business
    opportunities, and the loss of market share.
      We
    depend on our suppliers, some of which are the sole source for
    our components, and our production would be substantially
    curtailed if these suppliers are not able to meet our demands
    and alternative sources are not available.
   30




---



##### Table of Contents



If we
    are left with excess inventory, our operating results will be
    adversely affected.
    Uncertainties
    and adverse trends affecting our industry or any of our major
    customers may adversely affect our operating
    results.
    Our
    customers delay or inability to obtain any necessary
    United States or foreign regulatory clearances or approvals for
    their products could have a material adverse effect on our
    business.
   31




---



##### Table of Contents



Our
    business strategy involves the pursuit of acquisitions or
    business combinations, which may be difficult to integrate,
    disrupt our business, dilute stockholder value or divert
    management attention.
    Our
    annual and quarterly operating results are subject to
    fluctuations, which could affect the market price of our common
    stock.
    
    variations in the timing and volume of customer orders relative
    to our manufacturing capacity;
    introduction and market acceptance of our customers new
    products;
    changes in demand for our customers existing products;
    the timing of our expenditures in anticipation of future orders;
    effectiveness in managing our manufacturing processes;
    changes in competitive and economic conditions generally or in
    our customers markets;
    changes in the cost or availability of components or skilled
    labor;
    foreign currency exposure; and
    investor and analyst perceptions of events affecting the
    Company, our competitors
    and/or our
    industry.    Loss
    of any of our key personnel could hurt our business because of
    their industry experience and their technological
    expertise.
   32




---



##### Table of Contents



If we
    are unable to maintain our technological expertise in research
    and product development and manufacturing processes, we will not
    be able to successfully compete.
    Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk        Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   33




---



##### Table of Contents



Form 10-K Form 10-Q
    Form 10-Q.
   PART II  OTHER
    INFORMATION  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds      Total Number of


Approximate DollarShares


Value of Shares thatAverage


Purchased as Part of


May Yet beTotal Number of


Price Paid


Publicity Announced


Purchased UnderPeriod

Shares Purchased(1)


per Share


Program(2)


the Program11/1/05-11/30/05










12/1/05-12/31/05


60,000


$
48.45



60,0001/1/06-1/31/06


20,000



48.77



20,000Total


80,000



48.53



80,000


$
21,000     (1)
    
    All repurchases by the Company of its common stock during the
    three months ended January 31, 2006 were done pursuant to
    the repurchase program that the Company publicly announced on
    June 7, 2005 (The Program).(2)
    
    The Companys Board of Directors approved the repurchase of
    $25,000 of the Companys common stock pursuant to the
    Program. 34




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders      Votes For


Votes WithheldJames J. Judge


12,442,461



239,861Bruce W. Steinhauer


11,373,607



1,308,715Gerald L. Wilson


11,374,383



1,307,939       Votes For

Votes Against

Votes Abstain

No Vote9,247,289

2,196,502

110,799

1,127,732     Item 6.
    Exhibits  Exhibit

Description2
.1

Stock Purchase Agreement dated as
    of November 1, 2005, between Analogic Corporation and
    Emageon Inc. (Incorporated by reference to the Companys
    Current Report on
    Form 8-K
    dated November 1, 2005)10
.1

Key Employee Stock Bonus Plan
    dated March 14, 1983, as amended on January  27,
    198831
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)/Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended31
.2

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)/Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended32
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(b)/Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended32
.2

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(b)/Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended  35




---



##### Table of Contents



SIGNATURES    
  /s/  John W. Wood Jr.    President and Chief Executive Officer
    (Principal Executive Officer)
        Senior Vice President,
    Chief Financial Officer and Treasurer
    (Principal Financial Officer)
   36




---



##### Table of Contents



EXHIBIT INDEX  Exhibit

Description2
.1

Stock Purchase Agreement dated as
    of November 1, 2005, between Analogic Corporation and
    Emageon Inc. (Incorporated by reference to the Companys
    Current Report on
    Form 8-K
    dated November 1, 2005)10
.1

Key Employee Stock Bonus Plan
    dated March 14, 1983, as amended on January 27, 198831
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(a)/Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended31
.2

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)/Rule 15d-14(a)
    of the Securities Exchange Act of 1934, as amended32
.1

Certification of Chief Executive
    Officer pursuant to
    Rule 13a-14(b)/Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended32
.2

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(b)/Rule 15d-14(b)
    of the Securities Exchange Act of 1934, as amended  37