UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996
Commission File Number 1-8037
AEROFLEX INCORPORATED
(Exact name of Registrant as specified in its Charter)
DELAWARE 11-1974412
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
35 South Service Road
Plainview, N.Y. 11803
(Address of principal executive offices) (Zip Code)
(516) 694-6700
(Registrant's telephone number, including area code)
*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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
November 12, 1996 12,440,986 (excluding 109,456 shares held in treasury)
(Date) (Number of Shares)
NOTE: THIS IS PAGE 1 OF A DOCUMENT CONSISTING OF 14 PAGES.
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
INDEX
PAGE
PART I: FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
September 30, 1996 and June 30, 1996 3-4
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, 1996 and 1995 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended September 30, 1996 and 1995 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Three Months Ended September 30, 1996 and 1995 10-11
PART II: OTHER INFORMATION
ITEM 1 Legal Proceedings 12
ITEM 4 Submission of Matters to a Vote of Security
Holders 12
ITEM 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
-2-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 837,000 $ 661,000
Accounts receivable less allowance for
doubtful accounts of $361,000 and $354,000 17,164,000 23,336,000
Income tax refund receivable - 926,000
Inventories 18,142,000 16,916,000
Deferred income taxes 1,871,000 1,871,000
Prepaid expenses and other current assets 1,062,000 554,000
------------ ------------
Total Current Assets 39,076,000 44,264,000
Invested cash 595,000 603,000
Property, plant and equipment, at cost, net 14,650,000 14,854,000
Intangible assets acquired in connection with
the purchase of businesses, net 8,530,000 8,707,000
Costs in excess of fair value of net assets
of businesses acquired, net 9,976,000 10,054,000
Other assets 2,625,000 2,687,000
------------ ------------
$ 75,452,000 $ 81,169,000
============ ============
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
-3-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
-------------- --------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 4,251,000 $ 4,259,000
Accounts payable 3,564,000 5,243,000
Accrued expenses and other current liabilities 7,732,000 8,256,000
Income taxes payable 1,224,000 1,770,000
------------ -----------
Total Current Liabilities 16,771,000 19,528,000
------------ -----------
Long-term debt 16,263,000 20,337,000
------------ -----------
Deferred income taxes 172,000 172,000
------------ -----------
Other long-term liabilities 678,000 679,000
------------ -----------
7-1/2% Senior Subordinated Convertible
Debentures 9,981,000 9,981,000
------------ -----------
Stockholders' equity:
Preferred stock, par value $.10 per share;
authorized 1,000,000 shares:
Series A Junior Participating Preferred
Stock, par value $.10 per share,
authorized 150,000 shares - -
Common stock, par value $.10 per share;
authorized 25,000,000 shares; issued
12,550,000 and 12,380,000 shares 1,255,000 1,238,000
Additional paid-in capital 58,190,000 57,820,000
Accumulated deficit (27,353,000) (28,004,000)
------------ ------------
32,092,000 31,054,000
Less: Treasury stock, at cost (109,000 and
129,000 shares) 505,000 582,000
------------ ------------
31,587,000 30,472,000
------------ ------------
$ 75,452,000 $ 81,169,000
============ ============
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
-4-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------
1996 1995
---- ----
<S> <C> <C>
Net Sales $ 19,061,000 $ 13,149,000
Cost of Sales 12,783,000 9,080,000
------------ ------------
Gross Profit 6,278,000 4,069,000
Selling, General and Administrative Costs 4,480,000 3,178,000
------------ ------------
Operating Income 1,798,000 891,000
------------ ------------
Other Expense (Income)
Interest expense 810,000 303,000
Interest and other income (46,000) (170,000)
------------ ------------
Total Other Expense (Income) 764,000 133,000
------------ ------------
Income Before Income Taxes 1,034,000 758,000
Provision for Income Taxes 383,000 151,000
------------ ------------
Net Income $ 651,000 $ 607,000
============ ============
Net Income per Common Share and Common
Share Equivalent $ .05 $ .05
===== =====
Weighted Average Number of Common
Shares and Common Share Equivalents
Outstanding 13,483,000 12,714,000
============ ============
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
-5-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 651,000 $ 607,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,069,000 734,000
Deferred income taxes - (163,000)
Other 6,000 36,000
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable 6,166,000 2,904,000
Decrease (increase) in inventories (1,226,000) (1,140,000)
Decrease (increase) in prepaid expenses, income
tax refund receivable and other assets 479,000 (600,000)
Increase (decrease) in accounts payable, accrued
expenses and other long-term liabilities (2,204,000) (1,525,000)
Increase (decrease) in income taxes payable (262,000) 199,000
----------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 4,679,000 1,052,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by
discontinued operations - 80,000
Proceeds from sale of property, plant
and equipment - 100,000
Capital expenditures (610,000) (322,000)
Other 8,000 19,000
----------- -----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (602,000) (123,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt repayments (4,082,000) (990,000)
Proceeds from the exercise of stock options 181,000 335,000
----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (3,901,000) (655,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 176,000 274,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 661,000 11,330,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 837,000 $11,604,000
=========== ===========
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
-6-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The consolidated balance sheet of Aeroflex Incorporated and Subsidiaries
("the Company") as of September 30, 1996 and the related consolidated
statements of operations for the three months ended September 30, 1996 and
1995 and the statements of cash flows for the three months ended September
30, 1996 and 1995 have been prepared by the Company and are unaudited. In
the opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at September 30, 1996 and for all periods
presented have been made. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted. It is suggested
that these consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's June
30, 1996 annual report to shareholders. There have been no changes of
significant accounting policies since June 30, 1996.
Certain reclassifications have been made to previously reported financial
statements to conform to current classifications.
Results of operations for the three month periods are not necessarily
indicative of results of operations for the corresponding years.
2. Acquisition of Business
-----------------------
MIC
---
Effective March 19, 1996, the Company acquired all of the outstanding stock
of MIC Technology Corporation ("MIC") for approximately $36,000,000 of
cash, 300,000 shares of common stock and warrants to purchase 400,000
shares of common stock (at exercise prices ranging from $7.05 to $7.50 per
share). The purchase price was paid with available cash of $9,000,000 and
borrowings under the Company's bank loan agreement of $27,000,000. The
purchase agreement also provides for a contingent payment of $4,000,000
based upon certain operating results. MIC manufactures high frequency thin
film circuits and interconnects for miniaturized, high frequency, high
performance electronic products for growing commercial markets such as
wireless communications, satellite based communications hardware and high
technology military electronics. The acquired company's net sales were
approximately $25,000,000 for its fiscal year ended October 31, 1995.
The acquisition was accounted for as a purchase and, accordingly, the
acquired assets and liabilities assumed were recorded at their estimated
fair values at the date of acquisition. The operating results of MIC are
included in the consolidated statement of operations from the acquisition
date.
The Company commissioned an independent asset valuation study of acquired
tangible and identifiable intangible assets to serve as a basis for
allocation of the purchase price. Based on this study, the Company
allocated the purchase price as follows:
<TABLE>
<S> <C>
Net tangible assets $ 6,237,000
Identifiable intangible assets 8,406,000
In-process research and development 23,200,000
-----------
$37,843,000
===========
</TABLE>
-7-
<PAGE>
The identifiable intangible assets which include existing technology,
customer relationships and assembled work force will be amortized on
a straight-line basis over thirteen years based on the study described
above. The acquired in-process research and development was not
considered to have reached technological feasibility and, in accordance
with generally accepted accounting principles, the value of such was
expensed in the third quarter of fiscal 1996.
Summarized below are the unaudited pro forma results of operations of the
Company as if MIC had been acquired at the beginning of the fiscal periods
presented. The $23,200,000 write-off has been included in the June 30, 1996
pro forma income but not included in the September 30, 1995 pro forma
income in order to provide comparability to the respective historical
periods.
<TABLE>
<CAPTION>
Pro Forma
Pro Forma Three Months
Year Ended Ended
June 30, 1996 September 30, 1995
------------- ------------------
(in thousands, except per share data)
<S> <C> <C>
Net Sales $ 90,097 $ 19,845
Net Income (Loss) (19,392) 577
Earnings (Loss) Per Share
Primary $ (1.62) $ .04
Fully Diluted * .04
</TABLE>
* Due to the loss, all options, warrants and convertible debentures are
anti-dilutive.
The pro forma financial information presented above is not necessarily
indicative of either the results of operations that would have occurred had
the acquisition taken place at the beginning of the periods presented or of
future operating results of the combined companies.
3. Bank Loan Agreements
--------------------
As of March 15, 1996 the Company replaced a previous agreement with a
revised revolving credit and term loan agreement with two banks which is
secured by substantially all of the Company's assets not otherwise
encumbered. The agreement provides for a revolving credit line of
$22,000,000 and a term loan of $16,000,000. The revolving credit line
expires in March 1999. The term loan is payable in quarterly installments
of $900,000 with final payment on September 30, 2000. The interest rate on
borrowings under this agreement is at various rates depending upon certain
financial ratios, with the current rate substantially equivalent to the
prime rate (8.25% at September 30, 1996) plus 1/4% on the revolving credit
borrowings and 1/2% on the term loan borrowings. The terms of the agreement
require compliance with certain covenants including minimum consolidated
tangible net worth and pre-tax earnings, maintenance of certain financial
ratios, limitations on capital expenditures and indebtedness and
prohibition of the payment of cash dividends.
4. Inventories
-----------
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- ------------
<S> <C> <C>
Raw Materials $ 9,986,000 $ 9,352,000
Work in Process 6,379,000 5,301,000
Finished Goods 1,777,000 2,263,000
------------ ------------
$ 18,142,000 $ 16,916,000
============ ============
</TABLE>
-8-
<PAGE>
5. Income Taxes
------------
At June 30, 1996 the Company had net operating loss carryforwards of
approximately $8,000,000 for Federal income tax purposes which expire
through 2006. The income tax provision for the three months ended September
30, 1995 includes benefits relating to the recognition of unrealized and
realized net operating loss carryforwards.
The Company is undergoing routine audits by various taxing authorities of
several of its state and local income tax returns covering different periods
from 1993 to 1995. Management believes that the probable outcome of these
various audits should not materially affect the consolidated financial
statements of the Company.
6. Contingencies
-------------
A subsidiary of the Company whose operations were discontinued in 1991, is
one of several defendants named in a personal injury action initiated in
August, 1994, by a group of plaintiffs. The plaintiffs are seeking damages
which cumulatively may exceed $500 million. The complaint alleges, among
other things, that the plaintiffs suffered injuries from exposure to
substances contained in products sold by the subsidiary to one of its
customers. Considering its various defenses, together with its product
liability insurance, in the opinion of management of the Company, the
outcome of the action against its subsidiary is not expected to have a
materially adverse effect on the Company's consolidated financial
statements.
-9-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Quarter Ended September 30, 1996 Compared to Quarter Ended September 30, 1995
- -------------------------------------------------------------------------------
Net sales increased to $19,061,000 for the quarter ended September 30, 1996 from
$13,149,000 for the quarter ended September 30, 1995. Net income increased to
$651,000 for the quarter ended September 30, 1996 from $607,000 for the
comparable period in the prior year.
Net sales in the electronics segment increased to $15,231,000 for the quarter
ended September 30, 1996 from $9,844,000 for the quarter ended September 30,
1995 primarily as a result of the acquisition of MIC Technology Corporation in
March 1996. Operating profits increased by $557,000 as a result of both the
increased sales volume and reduced selling, general and administrative costs in
the existing product lines.
Net sales in the isolator products segment increased to $3,830,000 for the
quarter ended September 30, 1996 from $3,305,000 for the quarter ended September
30, 1995. The increase reflects increased sales volume in each of the
commercial, industrial and military isolator divisions. Operating profits
increased by $296,000 as a result of the higher sales volume and higher profit
margins.
Cost of sales as a percentage of sales decreased to 67.1% from 69.1% between the
two periods primarily as a result of increased margins in microelectronics in
the quarter ended September 30, 1996 and inefficiencies in the final production
runs of military isolators in the Company's Puerto Rican facility in the quarter
ended September 30, 1995. Selling, general and administrative costs as a
percentage of sales decreased to 23.5% from 24.2%.
Interest expense increased to $810,000 from $303,000 due to increased levels of
borrowings related to the MIC acquisition in March 1996. Interest and other
income decreased to $46,000 from $170,000 as a result of lower interest income
on reduced cash amounts due to the acquisition of MIC.
The income tax provisions for the two quarters differed from the amount computed
by applying the U.S. Federal income tax rate to income before income taxes
primarily as a result of the tax benefits of loss carryforwards (both unrealized
and realized) for the quarter ended September 30, 1995 and primarily due to
state income taxes for the quarter ended September 30, 1996.
Management believes that potential reductions in military spending will not
materially affect its operations. In certain product areas, the Company has
suffered reductions in sales volume which it believes are due to cutbacks in the
military budget. In other product areas, the Company has experienced increased
sales volume due to a realignment of government spending towards upgrading
existing systems instead of purchasing completely new systems. The overall
effect of the cutbacks and realignment has not been material to the Company.
Liquidity and Capital Resources
- -------------------------------
The Company's working capital at September 30, 1996 was $22,305,000 as compared
to $24,736,000 at June 30, 1996. The current ratio was 2.3 to 1 at both dates.
Cash provided by operating activities of $4,679,000 for the quarter ended
September 30, 1996 was due to the continued profitability of the Company and the
collection of receivables which were partially offset by reductions in current
liabilities. Cash used by investing activities of $602,000 was comprised
primarily of capital expenditures.
-10-
<PAGE>
The cash provided by operating activities net of the cash used by investing
activities for the three month period was used to reduce debt by $4,082,000.
Management believes that the revolving credit and term loan facility, coupled
with cash to be provided by future operations, will be sufficient for its
presently anticipated working capital requirements, capital expenditure needs
and the servicing of its debt.
Effective March 19, 1996, the Company acquired all of the outstanding stock of
MIC Technology Corporation ("MIC") for approximately $36,000,000 of cash,
300,000 shares of common stock and warrants to purchase 400,000 shares of common
stock (at exercise prices ranging from $7.05 to $7.50 per share). The purchase
price was paid with available cash of $9,000,000 and borrowings under the
Company's bank loan agreement of $27,000,000. The purchase agreement also
provides for a contingent payment of $4,000,000 based upon certain operating
results. MIC manufactures high frequency thin film circuits and interconnects
for miniaturized, high frequency, high performance electronic products for
growing commercial markets such as wireless communications, satellite based
communications hardware and high technology military electronics. The acquired
company's net sales were approximately $25,000,000 for its fiscal year ended
October 31, 1995.
As of March 15, 1996 the Company replaced a previous agreement with a revised
revolving credit and term loan agreement with two banks which is secured by
substantially all of the Company's assets not otherwise encumbered. The
agreement provides for a revolving credit line of $22,000,000 and a term loan of
$16,000,000. The revolving credit line expires in March 1999. The term loan is
payable in quarterly installments of $900,000 with final payment on September
30, 2000. The interest rate on borrowings under this agreement is at various
rates depending upon certain financial ratios, with the current rate
substantially equivalent to the prime rate (8.25% at September 30, 1996) plus
1/4% on the revolving credit borrowings and 1/2% on the term loan borrowings.
The terms of the agreement require compliance with certain covenants including
minimum consolidated tangible net worth and pre-tax earnings, maintenance of
certain financial ratios, limitations on capital expenditures and indebtedness
and prohibition of the payment of cash dividends.
During June 1994, the Company completed a sale of $10,000,000 principal amount
of 7-1/2% Senior Subordinated Convertible Debentures to non-U.S. persons. The
debentures are due June 15, 2004 subject to prior sinking fund payments of 10%,
10%, 15% and 15% of the principal amount on September 15, 2000, 2001, 2002 and
2003, respectively. The debentures are convertible into the Company's common
stock at a price of $5-5/8 per share. During the year ended June 30, 1996,
$19,000 principal amount of debentures was converted.
A subsidiary of the Company whose operations were discontinued in 1991, is one
of several defendants named in a personal injury action initiated in August,
1994, by a group of plaintiffs. The plaintiffs are seeking damages which
cumulatively may exceed $500 million. The complaint alleges, among other things,
that the plaintiffs suffered injuries from exposure to substances contained in
products sold by the subsidiary to one of its customers. Considering its various
defenses, together with its product liability insurance, in the opinion of
management of the Company, the outcome of the action against its subsidiary is
not expected to have a materially adverse effect on the Company's consolidated
financial statements.
The Company's backlog of orders at September 30, 1996 and 1995 was $44,800,000
and $40,900,000, respectively.
At June 30, 1996 the Company had net operating loss carryforwards of
approximately $8,000,000 for Federal income tax purposes. The Company is
undergoing routine audits by various taxing authorities of several of its state
and local income tax returns covering different periods from 1993 to 1995.
Management believes that the probable outcome of these various audits should not
materially affect the consolidated financial statements of the Company.
-11-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Old Corp. (formerly Filtron Co., Inc.) a subsidiary of the Company whose
operations were discontinued in October 1991, was one of several
defendants named in a personal injury action instituted recently by
several plaintiffs in the Supreme Court of the State of New York, County
of Kings. According to the allegations of the Amended Verified Complaint,
the plaintiffs, who are current or former employees of a company to whom
Old Corp. sold RFI filters/capacitors, and their wives, are seeking to
recover, respectively, directly and derivatively, on diverse theories of
negligence, strict liability and breach of warranty, for injuries
allegedly suffered from exposure to a liquid substance or material which
Old Corp. incorporated for a period of time in the RFI filters/capacitors
which it manufactured. The plaintiffs are seeking damages which
cumulatively may exceed $500 million. Considering its various defenses,
together with its product liability insurance, in the opinion of
management of the Company, the outcome of the action against its
subsidiary is not expected to have a materially adverse effect on the
Company's consolidated financial statements.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
A. The Registrant held its Annual Meeting of Stockholders on November 12,
1996.
B. Three directors were elected at the Annual Meeting to serve until the
Annual Meeting of Stockholders in 1999. The name of these Directors and
votes cast in favor of their election and shares withheld are as follows:
Name Votes For Votes Withheld
---- --------- --------------
Robert Bradley, Sr. 9,090,700 612,162
Michael Gorin 9,449,682 253,180
Donald S. Jones 9,089,023 613,839
In addition to the election of directors, the stockholders approved:(a) a
proposal to adopt the 1996 Stock Option Plan, as set forth in Exhibit A to
the proxy statement; 3,291,009 shares were voted in favor of this
proposal, 1,453,843 shares voted against and 91,567 shares abstained from
voting; and (b) a proposal to amend the Company's Outside Director Stock
Option Plan increasing the number of shares authorized from 250,000 to
500,000 shares; 3,244,838 shares were voted in favor of this proposal,
1,503,330 shares voted against and 88,251 shares abstained from voting.
-12-
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
-13-
<PAGE>
AEROFLEX INCORPORATED
AND SUBSIDIARIES
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.
AEROFLEX INCORPORATED
(REGISTRANT)
November 12, 1996 By: /s/Michael Gorin
Michael Gorin
President and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements for the quarter ended September 30, 1996 and
is qualified in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1996
<CASH> 837,000
<SECURITIES> 0
<RECEIVABLES> 17,525,000
<ALLOWANCES> 361,000
<INVENTORY> 18,142,000
<CURRENT-ASSETS> 39,076,000
<PP&E> 37,838,000
<DEPRECIATION> 23,188,000
<TOTAL-ASSETS> 75,452,000
<CURRENT-LIABILITIES> 16,771,000
<BONDS> 9,981,000
0
0
<COMMON> 1,255,000
<OTHER-SE> 30,332,000
<TOTAL-LIABILITY-AND-EQUITY> 75,452,000
<SALES> 19,061,000
<TOTAL-REVENUES> 19,061,000
<CGS> 12,783,000
<TOTAL-COSTS> 17,263,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 810,000
<INCOME-PRETAX> 1,034,000
<INCOME-TAX> 383,000
<INCOME-CONTINUING> 651,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 651,000
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
