<PAGE>
UNITED STATES
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 period ended July 27, 1997
-------------
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 0-8567
-------
Datametrics Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3545701
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
21135 Erwin St.
Woodland Hills, California 91367
- ------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(818)598-6200
- --------------------------------------------------------------------------------
(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 (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
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock. $.01 Par Value--13,283,168 shares as of September 2, 1997
1
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DATAMETRICS CORPORATION
Index to Form 10-Q
Page No.
- -------------------------------------------------------------------------------
Part I - Financial Information
Item 1. Financial Statements:
<TABLE>
<S> <C> <C>
Consolidated Condensed Balance
Sheets as of July 27,1997 and
October 27, 1996 3
Consolidated Condensed Statements
of Operations for the Three Months
and Nine Months Ended July 27, 1997
and July 28, 1996 4
Consolidated Condensed Statements
of Cash Flows for the Nine Months
Ended July 27, 1997 and
July 28, 1996 5
Notes to Consolidated Condensed
Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9
Part II- Other Information
Item 4. Submission of matters to a vote
of security holders. 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
</TABLE>
2
<PAGE>
CONSOLIDATED CONDENSED DATAMETRICS CORPORATION
BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
July 27, October 27,
(In thousands, except for share data) 1997 1996
- ------------------------------------- ----------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 422 $ 386
Accounts receivable, net 4,689 5,735
Inventory, net 6,052 6,945
Prepaid expenses 39 16
-------- --------
Total current assets 11,202 13,082
Property and Equipment, at Cost:
Machinery and equipment 4,024 4,319
Furniture, fixtures & computer equipment 2,471 2,521
Leasehold improvements 392 475
-------- --------
6,887 7,315
Accumulated depreciation and amortization (5,138) (5,445)
-------- --------
Net property and equipment 1,749 1,870
Other Assets 1,036 988
-------- --------
$ 13,987 $ 15,940
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,620 $ 3,528
Note payable 1,208 2,550
Accrued commissions and payroll 383 995
Accrued warranty 100 180
Other accrued liabilities 305 975
Progress billing and advance payment liability 30 1,037
Redeemed Series B Preferred Stock Payable -- 87
Current portion of capital lease and loan obligations 2,479 543
-------- --------
Total current liabilities 6,125 9,895
CAPITAL LEASE OBLIGATIONS -- 7
LONG-TERM DEBT DUE AFTER ONE YEAR 696 697
OTHER LONG-TERM LIABILITIES 305 328
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value--20,000,000 shares
authorized; 13,283,168 shares issued and
outstanding in 1997 (12,264,408 in 1996) 133 123
Additional paid-in capital 34,177 32,577
Accumulated deficit (27,449) (27,687)
-------- --------
Total stockholders' equity 6,861 5,013
-------- --------
$ 13,987 $ 15,940
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
CONSOLIDATED CONDENSED DATAMETRICS CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months For The Nine Months
Ended Ended
July 27, July 28, July 27, July 28,
(In thousands, except per share data) 1997 1996 1997 1996
- ------------------------------------- ==========================================================
<S> <C> <C> <C> <C>
SALES $ 4,307 $ 5,931 $14,490 $14,279
Cost of sales 2,716 4,956 10,073 11,716
Research & development 32 1,116 234 4,494
Selling, general & administrative 1,304 2,684 3,581 6,453
------- ------- ------- -------
Income (loss) from operations 255 (2,825) 602 (8,384)
Interest (income) expense, net 121 64 346 1
Amortization of excess of acquired net assets over
cost -- (77) -- (229)
------- ------- ------- -------
Income (loss) before provision for income taxes 134 (2,812) 256 (8,156)
Provision for income taxes 9 17 18 24
------- ------- ------- -------
Net income (loss) $ 125 $(2,829) $ 238 $(8,180)
======= ======= ======= =======
Earnings (loss) per share of common stock:
Primary and fully diluted net income (loss) $ 0.01 $ (0.23) $ 0.02 $ (0.64)
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Primary and fully diluted 13,297 12,491 12,995 12,709
</TABLE>
See accompanying notes.
4
<PAGE>
CONDENSED CONSOLIDATED DATAMETRICS CORPORATION
CASH FLOWS STATEMENT
(Unaudited)
<TABLE>
<CAPTION>
For The Nine Months
Ended
July 27, July 28,
(In thousands)(Brackets denote cash outflows) 1997 1996
- --------------------------------------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ( loss) $ 238 $ (8,180)
Adjustments:
Amortization of excess of acquired net assets -- (229)
Depreciation and amortization 485 986
Loss on disposal of assets -- 12
Changes in balance sheet items:
Accounts receivable 1,046 859
Inventory 893 (3,538)
Prepaid expenses (23) 251
Accounts payable (1,908) 767
Accrued commissions and payroll (612) (183)
Advance and progress payments from customers (1,007) 90
Other accrued liabilities (670) (106)
Accrued warranty (80) --
Other (71) (369)
------- --------
Net cash (used in) operating activities (1,709) (9,640)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment (364) (1,128)
------- --------
Net cash used in investing activities (364) (1,128)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable to bank 8,192 2,800
Payments on notes payable to bank (9,534) (1,800)
Proceeds from the issuance of common stock 1,473 409
Issuance of warrants 137 --
Payment on Series B Preferred Stock (87) (87)
Borrowings of short-term debt 400 --
Borrowings of long-term debt 1,905 565
Payments on long-term debt (324) (308)
Payments on capital lease obligations (53) (77)
------- --------
Net cash provided by financing activities 2,109 1,502
------- --------
Net increase(decrease) in cash and cash equivalents 36 (9,266)
Cash and cash equivalents at the beginning of the period 386 9,601
------- --------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 422 $ 335
======= ========
Cash paid during the period for:
Interest $ 318 $ 130
Income Taxes 9 24
</TABLE>
See accompanying notes.
5
<PAGE>
DATAMETRICS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
July 27, 1997
(Unaudited)
1. The financial statements include the accounts of Datametrics Corporation
(the "Company").
The consolidated condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission for the requirements of Form 10-Q.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the statements and notes thereto included
in the Company's latest Annual Report on Form 10-K for the fiscal year ended
October 27, 1996 as filed with the Securities and Exchange Commission.
The information reflects all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of management, necessary to present a
fair statement of the results of operations for the interim periods. Much of
the Company's business is longer term and involves varying development,
production, and delivery schedules. Accordingly, results of a particular quarter
or quarter-to-quarter comparisons of recorded sales and profits may not be
indicative of future operating results, including results for the fiscal year
ending October 26, 1997.
From our latest Annual Report on Form 10-K, the following notes have been
omitted in this Form 10-Q: note (1) pertains to summary of significant
accounting policies with respect to line of business, revenue recognition,
change in accounting principles, accounts receivable, inventories, major
customers, cash and cash equivalents, property and equipment, intangible assets,
credit risk, fair value of financial instruments, stock-based compensation and
net income per share; note (2) pertains to a change in control of the Company;
note (3) pertains to non-recurring charges; note (4) pertains to accounts
receivable; note (5) pertains to inventory; note (6) pertains to income taxes;
note (7) pertains to debt; note (8) pertains to leases; note (9) pertains to
preferred stock; note (10) pertains to stock option plans;
6
<PAGE>
note (11) pertains to contingencies; note (12) pertains to employee benefit
plans; and note (13) pertains to quarterly financial data.
2. INVENTORY Stockroom inventory is stated at the lower of cost (first-in,
first-out) or market. The Company evaluates at least annually its stockroom
inventory for potential obsolescence or excessive levels based upon backlog and
forecasted usage. Contract inventory costs include purchased materials, direct
labor and manufacturing overhead. General and administrative costs are expensed
in the period incurred. Inventories as of July 27, 1997 are as follows:
<TABLE>
<S> <C>
Raw Material $5,603,000
Work-in Process 449,000
----------
Total $6,052,000
</TABLE>
3. CONTINGENCIES The Company is, from time to time, subject to legal proceedings
in the general course of its business.
Four former officers of the Company (the "Former Officers"), whose employment
relationships with the Company terminated in part as a result of the Company's
restructuring are seeking severance benefits from the Company. On January 13th,
1997, three of the Former Officers sued the Company in the Superior Court of the
State of California for Los Angeles County, in order to enforce payment of
severance benefits under certain agreements, each dated "as of October 7, 1996",
between each Former Officer and the Company(collectively the "Severance
Agreement"). The fourth Former Officer has sued the Company in response to the
Company's cross-complaint described below. The Former Officers seek damages
from the Company based upon Severance Agreements and an alleged implied promise
not to terminate the employment of the Former Officers with the Company without
good cause. The Former Officers have demanded that the Company pay to each of
them (i) an amount equal to one year of their respective annual salaries in
effect as of the date of termination, payable in a lump sum, followed by (ii)
twelve monthly installments payable to the former officers, the total of such
installments would also equal their respective annual salaries. Total payments
under Severance Agreements would aggregate approximately $1,200,000 if due in
full to the Former Officers. The complaint does not state, however, any
specific amount of damages sought by the plaintiffs.
7
<PAGE>
On February 12, 1997, the Company filed a cross-complaint against the Former
Officers alleging breach of fiduciary duty, constructive fraud, civil conspiracy
and declaratory relief. At present, it is too early to evaluate fully the
Company's exposure, if any, under the above action. Management believes,
however, that it has legitimate defenses and intends to defend vigorously this
action.
In addition, on or about November 6, 1996 the Company received a demand by the
Former Officers claiming benefits under the Company's Supplemental Executive
Retirement Plan (the "SERP"). The Company has notified the Former Officers that
their respective claims under the SERP were being denied in whole in accordance
with the terms of the SERP. Three of the Former Officers have disputed this
denial and Imperial Trust Company, as trustee has filed an action in
Interpleader in the United States district court, Central District of
California. This procedure promises an appropriate forum in which this dispute
can be resolved by court action. An adverse determination could result in
additional liability to the Company of approximately $200,000.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Nine Month Period Ended July 27, 1997 Compared
- ----------------------------------------------
To The Nine Month Period Ended July 28, 1996
- --------------------------------------------
Sales for the nine month period ended July 27, 1997 were $14,490,000, an
increase of $211,000 or 1% compared to $14,279,000 for the same period the prior
year. Sales of defense and defense related products increased by $160,000 while
other sales increased by $51,000.
Cost of sales for the nine month period ended July 27, 1997 was $10,073,000 (70%
of sales) a decrease of $1,643,000 or 14%, compared to $11,716,000(82% of sales)
for the same period the prior year. Cost of sales as a percentage of sales was
favorably impacted by lower overhead expenses and product mix.
Research and development expenses for the nine month period ended July 27, 1997
were $234,000, a decrease of $4,260,000 or 95%, compared with $4,494,000 for the
same period the prior year. The decrease is primarily due to the substantial
reduction of expenses relating to the Company's former commercial thermal
printer products, and the related development costs.
Selling, general, and administrative expenses for the nine month period ended
July 27, 1997 were $3,581,000 (25% of sales), a decrease of $2,872,000 or 45%,
compared with $6,453,000 (45% of sales) for the same period the prior year. The
decrease is primarily due to the substantial reduction of marketing and
administrative expenses relating to the Company's former commercial thermal
printer products.
9
<PAGE>
Net interest expense for the nine month period ended July 27, 1997 was $346,000,
a net increase of $345,000 compared with $1,000 of net interest expense for the
same period the prior year. This increase is due to decreased investment
income, increased borrowings on the Company's bank line of credit, borrowings on
the cash surrender value of the Company's key man life insurance policy and
issuance of senior subordinated debentures during the first quarter of fiscal
1997. Amortization of excess of acquired net assets over cost was completed
during the third quarter of fiscal 1996. The amortization resulted from the
acquisition of Rugged Digital Systems Inc.("Rugged Digital") in August 1993.
There was $229,000 of amortization during the same period last year. Income
taxes were $18,000, a decrease of $6,000 compared with $24,000 in income taxes
for the same period the prior year.
As a result of the foregoing factors, net income for the nine months ended July
27, 1997 was $238,000, compared with a net loss of $8,180,000 for the same
period in the prior year.
The Company recorded non-recurring charges totaling $5,518,000 in the fourth
quarter of fiscal 1996. The components of the non-recurring charges were
$304,000 in severance payments and accruals relating to employee and senior
executive terminations, $876,000 resulting from the accelerated depreciation
charges on CYMax property and equipment, $3,323,000 related to the write-down to
estimated net realizable value for CYMax inventory purchased during fiscal 1996,
$542,000 for CYMax customer and material claims and $473,000 for a write-down of
other assets and other liabilities related to CYMax. As of July 27, 1997,
$172,000 of the non-recurring charges were accrued as liabilities. The new
Board of Directors believes that the management changes and staff reductions,
together with broad newly designed cost control policies begun in October 1996,
will permit the Company to focus better upon its core defense business
operations, facilitate the completion of the Company's marketing and operational
study of its high-speed color printer product line and align the Company's
workforce. Depending on the Company's actual success in utilizing its
inventory, additional reserves may be required beyond those recorded.
The contract process in which products are offered for sale is generally set
before costs are incurred, and prices are based on estimates of the costs, which
include the anticipated impact of inflation.
The Company's backlog of funded orders not yet recognized as revenue at July 27,
1997 was approximately $3,006,000. Virtually all of the backlog is expected to
be delivered during the fiscal year ending
10
<PAGE>
October 26, 1997. Approximately 75% of the Company's backlog consists of orders
which are subject to termination at the convenience of the customer at any time.
In the event of such a termination, the Company is entitled to receive
reimbursement for its costs and any negotiated profit.
Three Month Period Ended July 27, 1997 Compared
- -----------------------------------------------
To The Three Month Period Ended July 28, 1996
- ---------------------------------------------
Sales for the three month period ended July 27, 1997 were $4,307,000, a decrease
of $1,624,000 or 27% compared to $5,931,000 for the same period the prior year.
Sales of defense and defense related products decreased by $2,004,000 while
other sales increased by $380,000.
Cost of sales for the three month period ended July 27, 1997 was $2,716,000 (63%
of sales) a decrease of $2,240,000 or 45%, compared to $4,956,000(84% of sales)
for the same period the prior year. Cost of sales as a percentage of sales was
favorably impacted by lower overhead expenses and product mix.
Research and development expenses for the three month period ended July 27, 1997
were $32,000, a decrease of $1,084,000 or 97%, compared with $1,116,000 for the
same period the prior year. The decrease is primarily due to the substantial
reduction of expenses relating to the Company's former commercial thermal
printer products, and the related development costs.
11
<PAGE>
Selling, general, and administrative expenses for the three month period ended
July 27, 1997 were $1,304,000 (30% of sales), a decrease of $1,380,000 or 51%
compared with $2,684,000 (45% of sales) for the same period the prior year. This
decrease is primarily due to the substantial reduction of marketing and
administrative expenses relating to the Company's former commercial thermal
printer products.
Net interest expense for the three month period ended July 27, 1997 was
$121,000, a net increase of $57,000 compared with $64,000 of net interest
expense for the same period the prior year. This increase is due to borrowings
on the Company's bank line of credit, increased borrowings on the cash surrender
value of the Company's key man life insurance policy and issuance of
subordinated debentures during the first quarter of fiscal 1997. Amortization
of excess of acquired net assets over cost was completed during the third
quarter of fiscal 1996. The amortization resulted from the acquisition of Rugged
Digital in August 1993. There was $77,000 amortization during the same period
last year. Income taxes for the three month period ended July 27, 1997 were
$9,000, a decrease of $8,000 compared to $17,000 for the same period last year.
As a result of the foregoing factors, net income for the three months ended July
27, 1997 was $125,000, compared with a net loss of $2,829,000 for the same
period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company has a revolving line of credit agreement (the "Credit Agreement")
with a bank, collateralized by substantially all the Company's assets, which
allows the Company to borrow eighty percent (80%) of eligible accounts
receivable, plus eighty percent (80%) of eligible progress billings receivable,
to a maximum progress billing receivables sublimit, which may not exceed the
lesser of ten percent (10%) of eligible receivables or $500,000, plus 15% of
qualified inventory up to a maximum sublimit of $300,000, up to a maximum of
$3,000,000. Indebtedness under the Credit Agreement bears interest at the
bank's reference rate plus 2% (8.50% reference rate at July 27, 1997). During
February 1997, the Company renewed the Credit Agreement which expires on March
3, 1998. There was an outstanding balance of $1,208,000 at July 27, 1997.
12
<PAGE>
The Credit Agreement requires the Company to maintain certain financial ratios
and restricts or limits the Company's ability to: (i) create certain liens; (ii)
convey, transfer or sell assets outside of the ordinary course of business;
(iii) make capital expenditures; (iv) incur additional indebtedness; (v) redeem
or repurchase any class of its stock; and (vi) pay dividends on its preferred or
common stock. The Company is in compliance with all its covenants.
The Company had $366,000 on deposit at its bank, on July 27, 1997 in an interest
bearing account as security for a letter of credit issued in favor of one of its
customers as a performance bond. It expired on August 15, 1997. The cash is
now available for general corporate use.
During November 1996, the Company issued $1,850,000 of Senior Subordinated
Secured Debentures with a maturity date of May 25, 1998 and an annual interest
rate of 10%. The proceeds from the sale of the Senior Subordinated Secured
Debentures were used to reduce the line of credit and fund working capital
requirements. The Senior Subordinated Secured Debenture holders received
warrants to purchase a total of 616,679 shares of common stock at a price of
$1.50 per share in connection with the financing. The warrants are subject to
call by the Company if the closing market price of the Company's common stock is
$3.00 or greater for twenty consecutive days. The warrants expire November 25,
2001. There can be no assurance, however, that the Company will receive any
additional proceeds form the exercise of these warrants.
On January 15, 1997 the Company received a commitment, subject to normal terms
and conditions, from certain stockholders and non-executive members of the
Company's Board of Directors, to arrange to raise up to $3,000,000 of capital
for the Company through a private placement of equity securities, debt
securities or a combination thereof relative to this financing. The commitment
was initially set to expire on June 4, 1997 and has been extended until
September 4, 1997. As part of the commitment $1,001,000 of equity was raised
through a private placement of 667,334 shares at $1.50 per share. In connection
with the commitment, the Company granted 200,000 warrants exercisable at $2.00
per share. In addition, $370,000 of equity was raised through the unforced
conversion of warrants from February 1997 through May 1997 and $400,000 of
additional debt to be converted to equity was received during July 1997. As a
result of these financings, the commitment has been reduced to $1,229,000.
13
<PAGE>
The Company believes that the existing credit line in conjunction with the
$3,621,000 additional capital raised from November 1996 to July 1997, and the
certain stockholder and non-executive members of the Board of Directors'
commitment to arrange to raise up to $1,229,000 in new capital will enable the
Company to satisfy its working capital requirements for the foreseeable future.
The Company's working capital and current ratios at July 27, 1997 and the end of
fiscal years 1996, 1995 and 1994 were $5,077,000 $3,187,000, $19,252,000 and
$12,361,000 and 1.8, 1.3, 5.4 and 3.7, respectively.
Management believes that the Company must purchase approximately $100,000 of
capital equipment (including capitalized leases) during the remainder of fiscal
1997. The Company's other principal commitments for fiscal 1997 are lease
obligations for the Company's facility, equipment lease and loan payments, and
interest due on bank borrowings and subordinated debt. Management expects to
finance the capital expenditure requirements and other commitments from the bank
line of credit, subordinated debt, capital leases, capital loans and from other
sources of working capital.
Forward Looking Statements-Cautionary Factors
Except for the historical information and statements contained in this report,
the matters set forth in this report are "forward looking statements" that
involve uncertainties and risks, some of which are discussed at appropriate
points in this report, as well as in the Company's annual report on form 10-K
for the fiscal year ended October 27, 1996 including the fact that the Company
is engaged in supplying equipment and services to U.S. government defense
programs which are subject to special risks, including dependence on government
appropriations, contract termination without cause, contract renegotiation and
the intense competition for available defense business.
14
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of matters to a vote of security holders.
Registrant held its Annual Meeting of Stockholders on May 20, 1997. The
following matters were voted on at the meeting.
<TABLE>
<CAPTION>
Election of Directors Votes For Against
<S> <C> <C>
Daniel P. Ginns 12,644,035 323,501
Adrien A. Maught Jr. 12,644,035 323,501
Douglas S. Friedenberg 12,644,035 323,501
James Haber 12,643,435 324,101
Stephen R. Gass 12,643,435 324,101
Create three classes of directors
Votes for: 7,310,245
Votes against: 445,635
Abstentions: 54,818
Non-Vote: 5,156,838
Increase the number of authorized shares from 20,000,000 to
40,000,000.
Votes for: 12,384,483
Votes against: 546,776
Abstentions: 36,277
Ratification of Ernst & Young as auditors for fiscal 1997.
Votes for: 12,862,728
Votes against: 90,316
Abstentions: 14,492
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits:
----------------
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K.
-------------------
None.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Form 10-Q to be signed on its behalf by its duly
authorized representatives.
DATAMETRICS CORPORATION
-----------------------
(Registrant)
Dated: 09/08/97 /s/ DANIEL P. GINNS
----------------------------- ------------------------------
Daniel P. Ginns
Chief Executive Officer
Dated: 09/08/97 /s/ KENNETH S. POLAK
---------------------------- ---------------------------
Kenneth S. Polak
Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ACCOMPANYING CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF DATAMETRICS
CORPORATION AS OF AND FOR THE NINE MONTH PERIOD ENDING JULY 27, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-26-1997
<PERIOD-END> JUL-27-1997
<CASH> 422
<SECURITIES> 0
<RECEIVABLES> 4,689
<ALLOWANCES> 12
<INVENTORY> 6,052
<CURRENT-ASSETS> 11,202
<PP&E> 6,887
<DEPRECIATION> 5,138
<TOTAL-ASSETS> 13,987
<CURRENT-LIABILITIES> 6,125
<BONDS> 0
0
0
<COMMON> 133
<OTHER-SE> 34,177
<TOTAL-LIABILITY-AND-EQUITY> 13,987
<SALES> 14,490
<TOTAL-REVENUES> 14,490
<CGS> 10,073
<TOTAL-COSTS> 10,073
<OTHER-EXPENSES> 3,815
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 346
<INCOME-PRETAX> 256
<INCOME-TAX> 18
<INCOME-CONTINUING> 238
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 238
<EPS-PRIMARY> $.02
<EPS-DILUTED> $.02
</TABLE>
