<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
------------------
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 1-5483
WHITEHALL CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0838460
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2659 NOVA DRIVE, DALLAS, TEXAS
Mailing Address: P.O. Box 29709, Dallas, Texas 75229
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-247-8747
------------
N/A
--------------------------------------------------------------------------
(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 reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares outstanding of each of the issuer's classes of common stock,
as of September 30, 1995
------------------
Common Stock, $0.10 par value: 2,717,700
---------
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1995
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three and nine months ended September 30, 1995 and 1994 . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows
Nine months ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements
September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management`s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1995 1994
------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $9,143,000 $9,456,000
Accounts receivable, net 13,404,000 6,431,000
Inventories:
Finished products 1,227,000 966,000
Products in process 1,670,000 782,000
Materials and supplies 4,780,000 4,556,000
----------- -----------
7,677,000 6,304,000
Prepaid expenses and other 513,000 582,000
----------- -----------
TOTAL CURRENT ASSETS 30,737,000 22,773,000
PROPERTY, PLANT AND EQUIPMENT 26,150,000 26,396,000
Less allowances for depreciation and amortization (19,234,000) (20,012,000)
----------- -----------
6,916,000 6,384,000
NOTES RECEIVABLE 2,000,000 2,500,000
NOTES RECEIVABLE FROM EMPLOYEES 363,000 556,000
----------- -----------
TOTAL ASSETS $40,016,000 $32,213,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $9,550,000 $4,298,000
Accrued environmental costs 894,000 736,000
----------- -----------
TOTAL CURRENT LIABILITIES 10,444,000 5,034,000
NON-CURRENT LIABILITIES 375,000 190,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares (1995 - 3,798,356; 1994 - 3,786,956) 380,000 379,000
Additional paid-in capital 1,328,000 1,200,000
Retained earnings 43,634,000 41,555,000
----------- -----------
45,342,000 43,134,000
Less treasury shares at cost
(1995 - 1,080,656 ; 1994 - 1,080,656) (16,145,000) (16,145,000)
----------- -----------
29,197,000 26,989,000
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $40,016,000 $32,213,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
1995 1994 1995 1994
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales
Products $2,699,000 $1,239,000 $10,890,000 $4,947,000
Services 10,006,000 7,459,000 30,118,000 18,538,000
----------- ----------- ------------ -----------
12,705,000 8,698,000 41,008,000 23,485,000
Cost of Sales
Products 1,811,000 1,029,000 8,350,000 3,403,000
Services 8,969,000 6,565,000 26,774,000 16,988,000
----------- ----------- ------------ -----------
10,780,000 7,594,000 35,124,000 20,391,000
----------- ----------- ------------ -----------
GROSS PROFIT 1,925,000 1,104,000 5,884,000 3,094,000
Operating expenses:
Selling, general and administrative 1,053,000 1,142,000 3,708,000 3,864,000
Research and development 0 214,000 4,000 1,892,000
----------- ----------- ------------ -----------
Total operating expenses 1,053,000 1,356,000 3,712,000 5,756,000
INCOME/(LOSS) FROM OPERATIONS 872,000 (252,000) 2,172,000 (2,662,000)
Other income, net 213,000 80,000 549,000 1,247,000
----------- ----------- ------------ -----------
INCOME/(LOSS) BEFORE INCOME TAXES 1,085,000 (172,000) 2,721,000 (1,415,000)
Income tax (249,000) 0 (642,000) 0
----------- ----------- ------------ -----------
NET INCOME/(LOSS) $836,000 ($172,000) $2,079,000 ($1,415,000)
=========== =========== ============ ===========
NET INCOME/(LOSS) PER SHARE $0.29 ($0.06) $0.74 ($0.52)
=========== =========== ============ ===========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Nine Months Ended
September 30,
1995 1994
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $2,079,000 ($1,415,000)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 800,000 747,000
Gain on sale of fixed assets (290,000) (511,000)
Accounts receivable, net (6,973,000) (3,686,000)
Recoverable Federal income taxes 0 3,910,000
Inventories (1,373,000) (1,230,000)
Prepaid expenses and other 69,000 1,169,000
Accounts payable and accrued liabilities 5,252,000 114,000
Accrued environmental costs 158,000 186,000
Non-current liabilities 185,000 (75,000)
-------------- -------------
Total adjustments (2,172,000) 624,000
-------------- -------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (93,000) (791,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities 0 4,464,000
Capital expenditures (1,417,000) (209,000)
Notes receivable 693,000 (2,000,000)
Proceeds from sale of fixed assets 375,000 712,000
-------------- -------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (349,000) 2,967,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from exercise of stock options 129,000 149,000
Purchase of treasury stock 0 (174,000)
-------------- -------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 129,000 (25,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (313,000) 2,151,000
-------------- -------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $9,456,000 $5,325,000
-------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $9,143,000 $7,476,000
============== =============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
SEPTEMBER 30, 1995
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed 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 and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Certain reclassifications have been made to
1994 amounts to conform with the 1995 presentation. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ending September 30, 1995, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1995. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
NOTE B - NOTES RECEIVABLE
During 1994, the Company obtained 40% ownership of a joint venture
involved in the development of aircraft- related technology and advanced the
venture $2 million. The Company obtained a promissory note for the advance.
The principal balance of the promissory note accrues interest at a maximum rate
of 5%, and the principal balance together with accrued interest are due January
5, 1999. The note is secured by certain assets of the joint venture. During
1995 the Company advanced the joint venture an additional $1,020,000. This
amount is included in accounts receivable.
NOTE C - COMMITMENTS AND CONTINGENCIES
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (I) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its President
and Chairman of the Board, and (ii) that the defendants' actions forced Mr.
Webster into retirement without providing Mr. Webster with retirement benefits
which Mr. Webster was purportedly promised. On August 17, 1994, the defendants
were granted a partial summary judgment. On October 24, 1994, Mr. Webster
filed a third amended petition and alleged the following causes of action:
Tortious interference with contractual relations against Cambridge Capital
Fund, L.P., and directors George F. Baker and John J. McAtee; intentional
infliction of emotional distress, and breach of oral contract. The third
amended petition sought compensatory and punitive damages in excess of $35
million. On January 12, 1995 the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment, in favor of the defendants, on all remaining claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to the
U.S. District Court for the Northern District of Texas. The petition alleged,
among other things, that (I) the Company interfered with Mr. Webster's existing
and prospective contractual relationship with the employee and First City, a
national banking institution; (ii) the Company has converted to its own use the
employee's Company stock which allegedly was owned by Mr. Webster; (iii) the
Company, First City and the employee conspired to commit fraud against Mr.
Webster; and
4
<PAGE> 7
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)- (CONTINUED)
NOTE C - COMMITMENTS AND CONTINGENCIES (CONTINUED)
(iv) the actions of the Company, First City, and the employee were
intentionally done to cause Mr. Webster emotional distress. The petition
sought, among other things, not less than $1 million in compensatory damages,
not less than $5 million in exemplary damages and not less than $1 million as
damages for emotional distress. By orders dated June 2, 1994 and June 20,
1994, the Company was granted a summary judgment on all claims alleged by Mr.
Webster. Mr. Webster has appealed the summary judgment to the United States
Court of Appeals for the Fifth Circuit. Management will vigorously defend the
appeal.
Aero has been subject to Environmental Protection Agency ("EPA")
regulations at the Lake City, Florida facility. The Company does not anticipate
any material direct effects upon the competitive position of the Company from
compliance with present Federal, State and local provisions which have been
enacted or adopted regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment. The Company does
expect, however, that compliance with such regulations may require, from time
to time, both increased operating costs and capital expenditures. As of
September 30, 1995 and December 31, 1994, the Company had reserved
approximately $894,000 and $736,000 respectively for anticipated environmental
remediation costs at the Aero facility. The increase in the reserve resulted
from accruals partially offset by expenditures made according to the closure
permit approved by the Florida Department of Environmental Protection (FDEP).
Other remaining costs to be incurred will include testing and monitoring to be
performed over a 20 to 30 year period. Actual costs to be incurred in future
periods may vary from the estimate, given the inherent uncertainties in
evaluating environmental exposures. These uncertainties include the extent of
required remediation based on testing and evaluation not yet completed and the
varying costs and effectiveness of remediation methods. To comply with the
financial assurances required by the FDEP, the Company requested and a bank
issued a standby letter of credit in the amount of $2,800,000 in favor of the
FDEP. This letter of credit meets all conditions required by the FDEP.
The Company is also involved in certain legal proceedings in the
normal course of its business.
After consultation with counsel, management is of the opinion that the
outcome of the above-mentioned proceedings will not have a material effect on
the financial position or results of operations of the Company.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
Whitehall Corporation's consolidated sales for the three months ended
September 30, 1995 were $12,705,000, a 46% increase over the sales reported in
the third quarter of 1994. Sales for the third quarter of 1995 increased by
34% in the Aircraft Maintenance segment, 190% in the Ocean Systems segment and
increased by 49% in the Electronics segment. Aircraft Maintenance sales
reflect additional commercial aircraft maintenance work. The increase in sales
in the Ocean Systems segment is primarily attributable to new product sales.
The increase in the Electronics segment reflects the current demand for
electronic components.
The Company recorded income from operations of $872,000 in the third
quarter of 1995 compared to a loss of $252,000 in the same period of 1994. The
Aircraft Maintenance segment reported operating income of $496,000 for the
third quarter of 1995 compared to an operating profit of $175,000 for the same
period of 1994. The improvement in the Aircraft Maintenance segment resulted
primarily from stringent cost control coupled with an increase in sales volume.
The Ocean Systems segment recorded an operating profit of $176,000 for the
third quarter of 1995 compared to an operating loss of $578,000 for the same
period of 1994. The Ocean System segment's improved performance resulted
primarily from new product sales and the reduction in research and development
expenditures. The Electronics segment's operating profit totaled $213,000 for
the third quarter of 1995 compared to an operating profit of $86,000 for the
same period of 1994.
Whitehall Corporation's consolidated sales for the nine months ended
September 30, 1995 were $41,008,000, a 75% increase over the same period of
1994. Sales for the first nine months of 1995 increased by 62% in the Aircraft
Maintenance segment, 199% in the Ocean Systems segment and increased by 19% in
the Electronics segment. Aircraft Maintenance sales reflect additional
commercial aircraft maintenance work. The increase in sales in the Ocean
Systems segment is primarily attributable to new product sales. The increase
in the Electronics segment reflects the current demand for electronic
components.
The Company recorded income from operations of $2,172,000 in the first
nine months of 1995 compared to a loss of $2,662,000 in the same period of
1994. The Aircraft Maintenance segment reported operating income of $1,561,000
for the first nine months of 1995 compared to an operating loss of $769,000 for
the same period of 1994. The improvement in the Aircraft Maintenance segment
resulted primarily from stringent cost control coupled with an increase in
sales volume. The Oceans Systems segment recorded an operating profit of
$549,000 for the first nine months of 1995 compared to an operating loss of
$2,597,000 for the same period of 1994. The Ocean System segment's improved
performance resulted primarily from new product sales and the reduction in
research and development expenditures. The Electronics segment's operating
profit totaled $531,000 for the first nine months of 1995 compared to an
operating profit of $381,000 for the same period of 1994.
Other income totaled $549,000 in the first nine months of 1995
compared to $1,247,000 in the same period of 1994. Other income for the first
nine months of 1995 consists primarily of interest earned on invested cash and
gain on the sale of idle assets offset by other expenses. The same period of
1994 included interest earned on Federal Income Tax refunds, invested cash and
gain on sale of idle assets offset by other expenses.
FINANCIAL CONDITION
During the first nine months of 1995, cash used in operations totaled
$93,000, as compared to cash used in operations of $791,000 in the same period
of 1994. The Company's capital expenditures totaled $1,417,000 during the
first nine months of 1995 compared to $209,000 during the same period of 1994.
Cash and cash equivalents decreased during the first nine months of
1995 by $313,000, primarily as a result of the cash used by operations and
capital expenditures.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Accounts receivable increased by $6,973,000 during the first nine
months of 1995 as a result of the increase in sales volume in the Aircraft
Maintenance and Ocean Systems segments. Inventory and accounts payable also
increased as a result of the increased activity.
During the first nine months of 1995 the Company did not acquire any
additional shares of its common stock. At September 30, 1995 there were
approximately 121,100 additional shares available for repurchase under the
Company's current repurchase authorization. The Company may continue to
acquire stock as market conditions warrant.
At September 30, 1995 the Company's consolidated firm backlog totaled
$31,314,000 compared to $21,874,000 at December 31, 1994.
7
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Item 3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, is incorporated herein by
reference.
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (I) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its President
and Chairman of the Board, and (ii) that the defendants' actions forced Mr.
Webster into retirement without providing Mr. Webster with retirement benefits
which Mr. Webster was purportedly promised. On August 17, 1994, the defendants
were granted a partial summary judgment. On October 24, 1994, Mr. Webster
filed a third amended petition and alleged the following causes of action:
Tortious interference with contractual relations against Cambridge Capital
Fund, L.P., and directors George F. Baker and John J. McAtee; intentional
infliction of emotional distress, and breach of oral contract. The third
amended petition sought compensatory and punitive damages in excess of $35
million. On January 12, 1995 the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment, in favor of the defendants, on all remaining claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to the
U.S. District Court for the Northern District of Texas. The petition alleged,
among other things, that (I) the Company interfered with Mr. Webster's existing
and prospective contractual relationship with the employee and First City, a
national banking institution; (ii) the Company has converted to its own use the
employee's Company stock which allegedly was owned by Mr. Webster; (iii) the
Company, First City and the employee conspired to commit fraud against Mr.
Webster; and (iv) the actions of the Company, First City, and the employee were
intentionally done to cause Mr. Webster emotional distress. The petition
sought, among other things, not less than $1 million in compensatory damages,
not less than $5 million in exemplary damages and not less than $1 million as
damages for emotional distress. By orders dated June 2, 1994 and June 20,
1994, the Company was granted a summary judgment on all claims alleged by Mr.
Webster. Mr. Webster has appealed the summary judgment to the United States
Court of Appeals for the Fifth Circuit. Management will vigorously defend the
appeal.
8
<PAGE> 11
ITEM 5. OTHER INFORMATION
Mr. John H. Wilson has been appointed President and Chief Executive
Officer of the Company. Mr. Wilson, a Director of the Company since
July 1983, served as interim President of the Company from April 1991
until October 1991. The former President and CEO of the Company, Mr.
George F. Baker, will continue to serve as Chairman of the Board.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibit is included herein:
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Registrant did not file any reports on Form 8-K during the three
months ended September 30, 1995.
9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITEHALL CORPORATION
Date November 10, 1995 By /s/ John H. Wilson
-----------------------------------
John H. Wilson, President
Date November 10, 1995 By /s/ E. F. Campbell, III
-----------------------------------
E. Forrest Campbell, III, Treasurer
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- ------------
<S> <C>
11 Statement re: computation of earnings per share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- ---------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Average shares outstanding 2,835,350 2,696,400 2,814,626 2,696,025
========== ========== ========== ===========
Net Income/(Loss) $836,000 ($172,000) $2,079,000 ($1,415,000)
========== ========== ========== ===========
Net Income/(Loss) per share $0.29 ($0.06) $0.74 ($0.52)
========== ========== ========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 9,143,000
<SECURITIES> 0
<RECEIVABLES> 13,404,000
<ALLOWANCES> 0
<INVENTORY> 7,677,000
<CURRENT-ASSETS> 30,737,000
<PP&E> 26,150,000
<DEPRECIATION> 19,234,000
<TOTAL-ASSETS> 40,016,000
<CURRENT-LIABILITIES> 10,444,000
<BONDS> 0
<COMMON> 380,000
0
0
<OTHER-SE> 44,962,000
<TOTAL-LIABILITY-AND-EQUITY> 40,016,000
<SALES> 41,008,000
<TOTAL-REVENUES> 41,008,000
<CGS> 26,774,000
<TOTAL-COSTS> 3,712,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,721,000
<INCOME-TAX> (642,000)
<INCOME-CONTINUING> 2,079,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,079,000
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
</TABLE>
