U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] 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 0-27510
TMCI ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
77-0413814
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1875 Dobbin Drive, San Jose, CA 95133
(Address of principal executive offices (Zip Code)
-------------------------------------------------
(408) 272-5700
Registrant's telephone number
telephone number
(Former name, former address and former fiscal year, if changed since last
report)
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 report, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of October 27, 1997 there
were 3,596,332 shares of Common Stock, par value $.001, issued and outstanding.
2
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TMCI ELECTRONICS, INC. AND SUBSIDIARIES
Page
Part I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Historical Financial Statements
Consolidated Balance Sheets
December 31, 1996...........................................3..........
September 30, 1997..........................................3..........
Consolidated Statements of Operations
Quarters Ended September 30, 1997 and 1996..................4.........
Nine Months Ended September 30, 1997 and 1996...............4.........
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1997........................5..........
Nine Months Ended September 30, 1996........................5..........
Notes to Consolidated Financial Statements...................6.........
Item 2. Management's Discussion and Analysis................ 8.........
Part II -- OTHER INFORMATION
Item 6. Exhibit and Reports on Form 8- K.....................11 .......
Signature.....................................................12 .......
2
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<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TMCI ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
ASSETS:
Current Assets:
Cash $ 112,076 145,845
Accounts Receivable, Net 5,260,122 2,526,816
Inventory 7,938,699 5,170,661
Deferred Income Taxes 68,748 187 ,991
Prepaid Expenses and Other Current Assets 451,289 272,587
Other Receivables 72,567 63,669
Notes Receivable - Stockholders 204,197 10,706
------------ -----------
Total Current Assets 14,107,698 8,378,275
------------ ---------
Property and Equipment, Net 5,381,313 3,638,300
------------- ---------
Other Assets:
Notes Receivable - Stockholders -- 155,520
Due from Stockholders 200,196 238,167
Due from Related Party 498,952 473,952
Other Assets 22,89 48,152
Goodwill, Net 2,797,324 2,549,261
------------- ------------
Total Other Assets 3,519,367 3,465,052
------------ -------------
Total Assets $23,008,378 $15,481,627
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable and Accrued Expenses $3,845,085 $2,929,242
Line of Credit 3,204,968 585,000
Notes Payable - Current Portion 940,144 796,867
Due to Affiliate 27,503 30,634
------------ --------------
Total Current Liabilities 8,017,700 4,341,743
---------- -------------
Long Term Liabilities:
Notes Payable - Net of Current Portion 4,184,419 2,064,273
Deferred Income Taxes 556,973 436,781
------------ -----------
Total long - Term Liabilities 4,741,392 2,501,054
--------- ----------
Total Liabilities 12,759,092 6,842,797
---------- -----------
Commitment and Contingencies -- --
----------------- ----------------
Stockholders' Equity:
Common Stock - $.001 par value, 25,000,000
share authorized,
3,596,332 issued and outstanding as
of September 30, 1997 and
3,499,772 as of December 31, 1996 3,597 3,500
Additional Paid in Capital 7,666,561 7,366,659
Retained Earnings 2,579,128 1,268,671
Total Stockholders' Equity 10,249,286 8,638,830
---------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $23,008,378 $15,481,627
=========== ===========
See notes to consolidated financial statements
</TABLE>
3
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<TABLE>
TMCI ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Sales, Net $10,728,640 $5,246,434 27,773,034 $20,496,567
Cost of Goods Sold 6,713,899 3,078,574 17,572,573 13,497,840
---------- ---------- ----------- -----------
Gross Profit 4,014,741 2,167,860 10,200,461 6,998,727
Operating Expenses 2,899,896 1,922,573 7,865,808 5,802,637
---------- ---------- ---------- ---------
Income from Operations 1,114,845 245,287 72,334,653 1,196,090
---------- ------------ --------- ----------
Other Income [Expense]:
Gain on sale of Equipment 1,241 2,965 1,241 139,465
Non-cash Finance Charge -- (462,122)
Interest Expense (184,869) (46,471) (419,053) (246,655)
Other Income 31,005 -- 186,530 39,704
Interest Income -- 25,606 -- 53,624
------- --------- ------------ --------------
Total Other [Expense] (152,623) (17,900) (231,282) (478,291)
----------- ------------- ----------- ----------
Income Before Provision for
Income taxes 962,222 227,387 2,103,371 720,106
Provision for Income Taxes 354,551 54,646 792,914 254,736
Net Income $607,671 $172,741 $1,310,457 $465,370
======== ========== ========== ========
Earnings Per Share:
Net Income Per Share $.14 $.05 $.31 $.15
=============== ================== ================== =============
Weighted Average Number of Shares
and Common Stock Equivalents 5,393,166 3,365,600 5,393,166 3,016,403
========= ========= ========= =========
See notes to consolidated financial statements
</TABLE>
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<TABLE>
TMCI ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
Nine Months Ended
September 30,
1997 1996
<S> <C> <C>
Operating Activities
Net Income $1,310,457 $465,370
Adjustments to reconcile net income to
Net cash from operations:
Depreciation and amortization 959,083 595,257
Deferred income taxes 239,434 (38,572)
Gain on sale of equipment (1,241) (139,465)
Non-cash financing charge 462,122
Amortization of Deferred loan fees 28,500
Charges in Assets and Liabilities:
[Increase] decrease in:
Accounts receivable, trade (2,424,887) 1,436,215
Inventory (2,542,737) (1,912,313)
Prepaid expenses and other current
assests (180,56 (110,389)
Increase (decrease) In:
Accounts payable and accrued expenses 356,236 (904,029)
Income taxes payable 458,646 (258,168)
----------- -----------
Total Adjustments (3,136,030) (840,842)
Net cash provided by (used in) operating
activitities (1,825,573) (375,472)
----------- -----------
Investing Activities:
Proceeds from sales of equipment 4,000 197,650
Purchase of equipment (650,390) (538,989)
Note receivable - Other 103,103
Due from Stockholder -- ( 6,134)
Business acquisition, net of cash
acquired (1,129,064) --
Net cash provided by (used in) investing
activities (1,775,454) (244,370)
----------- -----------
Financing activities:
Credit line Advances 4,668,135 1,381,129
Credit line Repayments (2,101,300) (3,025,705)
Debt repayment (3,234,550) (1,100,534)
Repayment of bridge note payable -- (1,000,000)
Proceeds from public offering -- 5,810,594
Notes payable proceeds 4,234,973 --
----------- --------------
Net cash provided by (used in) financing
activities 3,567,258 2,065,484
--------- ----------
Net Increase [decrease] in cash (33,769) 1,445,642
Cash - Beginning of period 145,845 701,672
----------- -----------
Cash - End of Periods $112,076 $2,147,314
=========== ==========
See notes to consolidated financial statements
5
</TABLE>
<PAGE>
TMCI ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1)Basis of reporting
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, such statements include all adjustments
(consisting only of normal recurring items) which are considered necessary for a
fair presentation of the financial position of the Company at September 30, 1997
and the results of its operations for the nine month period then ended. The
results of operations for the periods presented are not necessarily indicative
of the results to be expected for the full year.
It is suggested that these financial statements be read in conjunction with the
financial statement and notes for the year ended December 31, 1996 included in
the Company's Annual Report on Form 10-KSB.
The consolidated financial statements include the accounts of TMCI Electronics,
Inc. ["TMCI"], and its wholly-owned subsidiaries, Touche Manufacturing Company,
Inc. ["Touche"], Touche Electronics Inc. ["TEI"], and Enterprise Industries,
Inc.["EII"], [collectively, the "Company"]. All significant intercompany
balances and transactions have been eliminated in consolidation.
2) Income Per Share
Income per share of common stock is based on weighed average number of common
shares outstanding and common stock equivalents, if dilutive. for each period
presented.
3) Inventory
Inventory consists of the following:
September 30,
1997
Raw Materials $4,608,407
Work in process 2,332,484
Finished Goods 997,808
------------
Total $7,938,699
4) Acquisition of Business
Effective January 1, 1997, the Company acquired 100% of the outstanding shares
of common stock of Enterprise Industries, Inc., a North Hollywood, California
based metal stamping manufacturing business for a total purchase price of
$1,300,000, consisting of $1,000,000 in cash and the issuance of 96,560 shares
of the Company's common stock. The Company acquired assets of approximately
$1,499,000 and assumed liabilities of approximately $323,000 resulting in
goodwill of approximately $124,000, which will be amortized over 15 years under
the straight line method. The acquisition will be accounted for under the
purchase method. At the same time, the Company entered into an employment
contract with the President of Enterprise.
The following unaudited pro forma consolidated results of operations reflect the
acquisition as if it had occurred at the beginning of the period presented.
These pro forma results may not be indicative of the results that actually would
have occurred if the acquisition had been in effect on the date indicated.
Nine months ended,
September 30, 1996
Total Revenues $ 23,918,322
Net Earnings $ 816,831
Earnings Per Common Share $ .27
Weighted Average Common Shares Outstanding 3,070,072
6
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5) Arbitration of Pen Interconnect Acquisition
Subsequent to the closing of the acquisition of the San Jose Division of Pen
Interconnect, a dispute arose concerning various aspects of the transaction. On
February 14, 1997, TMCI filed a Demand for Arbitration against Pen, seeking a
substantial purchase price reduction or, in the alternative, other remedies and
damages as provided by law. Management has suspended all payments to Pen,
including payments due under the promissory notes, aggregating $900,000. Pen has
sought to accelerate the promissory notes. Management, after consultation with
legal counsel, believes that it will prevail in all material aspects of the
dispute. Accordingly, at December 31, 1996 and September 30, 1997, the Company
has classified the promissory notes as maturing under the original terms
provided therein. An arbitrator has been selected and agreed upon by all parties
to the arbitration proceedings.
6) Subsequent Event
The Company entered into a non-binding letter of intent to acquire the assets
and assume the liabilities of a Santa Clara county based distributor of
electronic parts. There can be no assurance that the acquisition will be
successfully completed.
7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
Certain information set forth in this report includes "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and is subject to certain risks and uncertainties, including but not
limited to, the Company's limited operating history, entry into new lines of
business and the uncertainty of success of its newly acquired subsidiaries,
dependence upon major customers, risk of inventory obsolescence, substantial
competition and dependence upon a small number of key executives. Readers are
cautioned not to place undue reliance on these forward looking statements, which
are made as of the date hereof. The Company undertakes no obligation to release
any revisions to the forward looking statements to reflect events or
circumstances after the date hereof or to reflect unanticipated events or
developments.
Results of Operations
The results of operations utilizes the consolidated results from TMCI
Electronics, Inc. and its subsidiaries ( collectively, the "Company"). The
discussion below should be read in conjunction with the financial statements and
the notes thereto, that appear elsewhere in this report.
Net Sales
The Company's net sales increased approximately $5,482,200 or 104% to
$10,728,640 from $5,246,434 in the third quarter ended September 30, 1997, as
compared with the third quarter ended September 30, 1996. The growth in third
quarter sales was due primarily to a significant increase in existing as well as
new customer orders, and in part to new product services provided by the two
business acquisitions. As a percentage of sales, the Company's semiconductor,
computer, medical and telecommunications equipment market sales were less
concentrated, representing approximately 43%, 42%, 10% and 5%, respectively, in
the third quarter ended September 30, 1997, as compared with 28%, 59%, 8% and
5%, respectively, in the third quarter ended September 30, 1996.
In contrast, the Company's net sales increased approximately $7,276,500 or
36% to $27,773,034 from $20,496,567 for the nine month period ended September
30, 1997, as compared with the nine month period ended September 30, 1996. The
results continue to reflect significant growth and continuing diversity of
operations through the acquisition of the wire cable and metal stamping
manufacturing businesses as new product services continue to be introduced and
added to consolidated operations. During the third quarter, the Company received
a significant order from a medical equipment manufacturer.
Gross Profit
The Company's gross profit increased approximately $1,846,900 or 85% to
$4,014,741 from $2,167,860 in the third quarter ended September 30, 1997, as
compared with the third quarter ended September 30, 1996. However, as a
percentage of sales, the Company's gross profit decreased approximately 4% to
37% from 41% in the third quarter ended September 30, 1997, as compared with the
third quarter ended September 30, 1996. The decrease in gross profit, as a
percentage of sales, was primarily due to rescheduled delivery dates of one of
the Company's customer product lines, which resulted in the increase and
maintenance of a slightly higher inventory level during the third quarter ended
September 30,1997. In contrast, the Company's gross profit increased
approximately $3,201,700 or 46% to $10,200,461 from $6,998,727 for the nine
month period ended September 30, 1997, as compared with the nine month period
ended September 30, 1996. As a percentage of sales, gross profit increased
approximately 3% to 37% from 34% for the nine month period ended September 30,
1997, as compared with the nine month period ended September 30, 1996. The nine
month period increase in gross profit is primarily due to production yields and
labor efficiencies, and the acquisition of wire cable and metal stamping
businesses which have allowed the Company to reduce material costs and to
tighten controls on costs, which it has been able to achieve through the
successful acquisition and integration of the wire cable and stamping
manufacturing businesses into its operations.
Operating Expenses
General and administrative expenses increased approximately $977,300 or 51%
to $2,899,896 from $1,922,557 in the third quarter ended September 30, 1997, as
compared with the third quarter ended September 30, 1996. As a percentage of
sales, general and administrative expenses decreased approximately 10% to 27%
from 37% for the third quarter ended September 30, 1997, as compared with the
third quarter ended September 30, 1996, which is in line with improving and
maintaining departmental efficiencies in the third quarter ended September 30,
1997, as compared with the third quarter ended September 30, 1996.
In contrast, the Company's general and administrative expenses increased
approximately $2,065,500 or 36% to $7,865,808 from $5,800,330 for the nine month
period ended September 30, 1997, as compared with the nine month period ended
September 30, 1996. As a percentage of sales, the Company's general and
administrative expenses remained unchanged at 28% for the nine month period
ended September 30, 1997, as compared with the nine month period ended September
30, 1996. The stability of this percentage for the nine month period ended
September 30, 1997, was primarily
8
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attributable to third quarter increase in sales, which offset the increases in
personnel, building rental costs, repairs and maintenance, promotions and
increases in management positions and other related business operations.
Interest Expense
The Company's interest expense for the third quarter ended September 30,
1997 was approximately $184,900, representing an increase of approximately
$138,400 over the third quarter ended September 30, 1996. In contrast, interest
expense for the nine month period ended September 30, 1997 was approximately
$419,100, representing an increase of approximately $172,400 from the nine month
period ended September 30, 1996. The Company's interest expense increased during
the third quarter and nine month period ended September 30, 1997, due to an
increase in short term cash requirements which resulted in increased bank
borrowings in the third quarter and nine month period ended September 30, 1997,
as compared to the third quarter and nine month period ended September 30, 1996.
Other Income [Expense]
The Company's other expenses increased approximately $134,700 to $152,623
from $17,916 in the third quarter ended September 30, 1997, as compared with the
third quarter ended September 30, 1996. The increase was primarily due to a net
decrease of approximately $1,700 on the sale of equipment, a net decrease of
approximately $25,600 in interest income, and a net increase of approximately
$138,400 in interest expenses recognized, offset by a net increase of
approximately $31,000 in other income. In contrast, the Company's other expenses
decreased approximately $247,000 to $(231,282) from (478,291) in the nine month
period ended September 30, 1997, as compared with the nine month period ended
September 30, 1996. The decrease in other expenses was primarily due to a net
decrease of approximately $462,100 in a one-time financing charge on certain
bridge loans that were incurred by the Company in the first quarter of 1996, and
a net increase of approximately $146,800 in other income, primarily due to
interest and rental income, and one time refunds from utilities, and Workmens'
Compensation, a net increase of approximately $172,400 in interest expense,
offset by a net decrease of approximately $138,200 on the sale of equipment, and
a net decrease of approximately $53,600 in interest income recognized in the
nine month period ended September 30, 1996.
Net Income
Net income increased approximately $434,900 or 252% to $607,671 from
$172,741 in the third quarter ended September 30, 1997, as compared with the
third quarter ended September 30, 1996. The third quarter increase in net income
was primarily due to: (1) a net increase in income from operations of
approximately $896,500, and (2) offiset by a net increase in other expenses of
approximately $134,700, and a net increase in the provision for income taxes of
approximately $299,900. In contrast, the Company's net income increased
approximately $845,100 or 182% to $1,310,457 from $465,370 for the nine month
period ended September 30, 1997, as compared with the nine month period ended
September 30, 1996.
The nine month period increase in net income was due primarily to: (1) a net
increase in income from operations of approximately $1,136,300, and (2) a net
decrease in other expenses of approximately $247,000, offset by a net increase
in the provision for income taxes of approximately $548,200.
Liquidity and Capital Resources
The Company has a long-term revolving line of credit with Manufacturers Bank
("Mfrs."), which was renewed on June 1, 1997 for an additional year, and bears
interest at Mfrs.' base rate plus 1/4%. This facility, which has been increased
by $1,100,000, allows the Company to borrow up to $5,500,000 based on a
stipulated percentage of contractually defined eligible trade accounts
receivable. The Company had approximately $3,205,000 in outstanding borrowings
under the line of credit as of September 30, 1997. In addition, the Company and
Mfrs. have agreed to a term loan facility of up to $5,500,000 available for
equipment purchases, which will bear interest at Mfrs.' base fixed rate of 8.75%
per annum. There were approximately $4,214,800 outstanding borrowings under this
facility as of September 30, 1997, with a remaining availability of
approximately $1,285,200 under the equipment line and approximately $2,295,000
under the revolving line of credit at September 30, 1997.
The Company's working capital increased by approximately $2,053,500 from
$4,036,532 to $6,089,998 in the nine month period ended September 30, 1997. The
increase resulted primarily from an increase in accounts receivable of
approximately $2,733,300, an increase in inventory of approximately $2,768,000,
an increase in prepaid expenses of approximately $263,300, an increase in notes
receivable of approximately $193,500, offset by an increase in accounts payable
of approximately $915,800, an increase in short-term bank borrowings of
approximately $2,620,000, and a decrease in cash of approximately $33,800.
The Company required cash to fund operating activities of approximately
($1,825,600) in the nine month period ended September 30, 1997, as compared to
required cash to fund operating activities of approximately ($375,500) in the
nine month period ended September 30, 1996. Cash used in investing and financing
activities, includes the purchase of equipment, debt reduction, acquisition of
Enterprise Industries, Inc., note payable proceeds, bank short-term borrowings,
repayment of
9
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bridge note payable, and an increase in third party loans, was approximately
$1,791,800 and $1,821,100 in the nine months ended September 30, 1997 and
September 30, 1996, respectively.
During the nine month period ended September 30, 1997 and September 30, 1996,
the Company spent approximately $488,600 and $321,700, respectively, to purchase
capital equipment which was funded through long-term borrowings and current
operations. Additionally, management expects the Company's level of future
capital expenditures to increase at a level that is consistent with the
Company's projected growth and operations. Management has projected capital
expenditure requirements of approximately $2,000,000 for the calendar year
ending December 31, 1997. This increase will be supported by increased bank
borrowings and internal operations.
Management believes that its current financial position, together with the
available borrowings under the Company's available borrowings under its various
short and long-term credit facilities will be sufficient to meet the Company's
anticipated operating needs and projected capital expenditure requirements
through the year ending December 31, 1997.
10
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) This Report contains the following Exhibits as required by Item 601 of
Regulation S-B.
Exhibit Description
11.1 Computation of Earnings Per Share
(i) Financial Data Schedule
(b) No reports on Form 8-K were filed during the three month period ended
September 30, 1997.
11
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TMCI Electronics, Inc.
(Registrant)
Date: November 4, 1997 By:___________________________________
Charles E. Shaw, Chief Financial Officer
(Principal Financial Officer)
12
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<TABLE>
TMCI Electronics, Inc.
Exhibit 11
Computation of Earnings Per Share
Nine Months Ended
September 30,
1997 1996
EPS:
<S> <C> <C>
Net Income $ 1,310,457 $ 465,370
============ =========
Weighted Average Shares Outstanding 3,596,332 3,016,403
========= =========
EPS $0.37 $0.15
============= ===========
Primary & Fully Diluted EPS:
Net Income $ 1,310,457 $ 465,370
Additional Net Income due to decrease in
Interest Expense and increase in Interest
Income, net of Income taxes 380,357 --
Adjusted Net Income $1,690,814 $ 465,370
=========== =========
Weighted Average Number Shares Outstanding and
Common Stock Equivalents 3,515,829 2,839,886
Equivalent Shares Outstanding assuming
exercise of the Options and Warrants under
the modified Treasury Stock method 1,796,834 --
Shares held in escrow in connection
with acquisition 80,503 --
Total Weighted Shares Outstanding and
Common Stock Equivalents 5,393,166 3,016,403
========= =========
Primary & Fully Diluted EPS $0.31 $0.15
============== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and the consolidated statements of operations and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> dec-31-1997
<PERIOD-END> sep-30-1997
<CASH> 112,076
<SECURITIES> 0
<RECEIVABLES> 5,260,122
<ALLOWANCES> 0
<INVENTORY> 7,938,699
<CURRENT-ASSETS> 14,107,698
<PP&E> 5,381,313
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,008,378
<CURRENT-LIABILITIES> 8,017,700
<BONDS> 0
0
0
<COMMON> 3,597
<OTHER-SE> 10,245,689
<TOTAL-LIABILITY-AND-EQUITY> 23,008,378
<SALES> 10,728,640
<TOTAL-REVENUES> 10,728,640
<CGS> 6,713,899
<TOTAL-COSTS> 2,899,896
<OTHER-EXPENSES> (32,246)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 184,869
<INCOME-PRETAX> 962,222
<INCOME-TAX> 354,551
<INCOME-CONTINUING> 607,671
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 607,671
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>