ECC INTERNATIONAL CORP
10-Q, 1995-05-12
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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<PAGE>   1

                                UNITED STATES
                      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             March 31, 1995
                               -------------------------------------------------

                                      or

[   ] TRANSACTION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                       to 
                               ----------------------  -------------------------

Commission File Number:                          1-8988
                        --------------------------------------------------------

                            ECC International Corp.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                             23-1714658
- --------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer 
incorporation or organization)                              Identification No.) 

175 Strafford Avenue, Wayne, PA                                       19087-3377
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                (610) 687-2600
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                Not Applicable
- --------------------------------------------------------------------------------
            (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 twelve 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 at least the past 90 days.  [ X ] Yes     [   ] No

         As of March 31, 1995, there were 7,600,889 shares of the Registrant's
Common Stock, $.10 par value per share, issued and outstanding.


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

<PAGE>   2
<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                   NINE MONTHS ENDED March 31, 1995 AND 1994
                 (In Thousands Except Share and Per Share Data)
                                  (Unaudited)
<CAPTION>
                                                              Nine Months               Nine Months
                                                                 Ended                     Ended
                                                                                                                                   
                                                                3/31/95                   3/31/94  
                                                               ----------               ----------
<S>                                                            <C>                      <C>
Net Sales                                                      $   72,164               $   45,991

Cost of Sales                                                      54,995                   32,527
                                                               ----------               ----------

Gross Profit                                                       17,169                   13,464
                                                               ----------               ----------

Expenses:
  Selling, General & Administrative                                 9,193                    8,426
  Systems Development                                                 880                      465
                                                               ----------               ----------

      Total Expenses                                               10,073                    8,891
                                                               ----------               ----------

Operating Income                                                    7,096                    4,573
                                                               ----------               ----------

Other Income (Expense):
  Interest Income                                                     745                      324
  Interest Expense                                                 (1,045)                  (1,309)
  Other - Net                                                         (18)                    (355)
                                                               ----------               ----------

      Total Other Expense                                            (318)                  (1,340)
                                                               ----------               ----------

Income Before Income Taxes                                          6,778                    3,233

Provision for Income Taxes                                          2,382                      988
                                                               ----------               ----------

Net Income                                                     $    4,396               $    2,245
                                                               ==========               ==========

Earnings Per Common Share and
 Common Share Equivalents                                      $     0.56               $     0.33
                                                               ==========               ==========

Weighted Average Number of Common Share
  and Common Share Equivalents Outstanding                      7,912,489                6,722,240
</TABLE>


        See accompanying notes to the consolidated financial statements.
<PAGE>   3
<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                   THREE MONTHS ENDED March 31, 1995 AND 1994
                 (In Thousands Except Share and Per Share Data)
                                  (Unaudited)
<CAPTION>
                                                              Three Months             Three Months
                                                                 Ended                     Ended
                                                                                                                                   
                                                                3/31/95                   3/31/94  
                                                               ----------               ----------
<S>                                                            <C>                      <C>
Net Sales                                                      $   28,832               $   15,767

Cost of Sales                                                      22,808                   10,911
                                                               ----------               ----------

Gross Profit                                                        6,024                    4,856
                                                               ----------               ----------

Expenses:
  Selling, General & Administrative                                 3,005                    2,769
  Systems Development                                                 200                      103
                                                               ----------               ----------

      Total Expenses                                                3,205                    2,872
                                                                ---------                ---------

Operating Income                                                    2,819                    1,984
                                                               ----------               ----------

Other Income (Expense):
  Interest Income                                                     669                      282
  Interest Expense                                                   (372)                    (404)
  Other - Net                                                          15                     (214)
                                                               ----------               ----------

      Total Other Income (Expense)                                    312                     (336)
                                                               ----------               ----------

Income Before Income Taxes                                          3,131                    1,648

Provision for Income Taxes                                          1,260                      544
                                                               ----------               ----------

Net Income                                                     $    1,871               $    1,104
                                                               ==========               ==========

Earnings Per Common Share and
 Common Share Equivalents                                      $     0.24               $     0.15
                                                               ==========               ==========

Weighted Average Number of Common Share
 and Common Share Equivalents Outstanding                       7,909,480                6,969,038
</TABLE>


        See accompanying notes to the consolidated financial statements.
<PAGE>   4
<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

<CAPTION>
                                                                           (Unaudited)              (Audited)
                                                                             3/31/95                 6/30/94 
                                                                          -------------            -----------
<S>                                                                          <C>                      <C>
ASSETS

Current Assets:
 Cash                                                                        $ 2,742                  $ 2,600
 Accounts Receivable                                                           9,932                    3,185
 Costs and Estimated Earnings in Excess
  of Billings on Uncompleted Contracts                                        32,768                   22,921

 Inventories
   Raw Material                                                                5,693                    4,407
   Work in Process                                                             2,441                    4,419
   Finished Goods                                                              1,191                    1,032
 Prepaid Expenses and Other                                                    1,633                    1,714
                                                                             -------                  -------

   Total Current Assets                                                       56,400                   40,278

Property, Plant and Equipment - Net                                           23,978                   23,117

Other Assets                                                                   1,813                    1,785
                                                                             -------                  -------

   Total Assets                                                              $82,191                  $65,180
                                                                             =======                  =======


                                                                                                 Continued...
</TABLE>
<PAGE>   5
<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (Continued)
                                 (In Thousands)

<CAPTION>
                                                                            (Unaudited)               (Audited)
                                                                              3/31/95                  6/30/94 
                                                                            -----------             -----------
<S>                                                                          <C>                      <C>
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
   Current Portion of Long-Term Debt                                         $ 2,625                  $   750
   Accounts Payable                                                            7,652                    3,871
   Accrued Compensation                                                        2,848                    3,222
   Advances on Long-Term Contracts                                                78                       85
   Accrued Profit Sharing                                                      1,424                    1,264
   Other Accrued Expenses                                                      3,745                    2,932
                                                                             -------                  -------

       Total Current Liabilities                                              18,372                   12,124
                                                                             -------                  -------

Deferred Income Taxes                                                          1,451                    1,635
                                                                             -------                  -------

Long-Term Debt                                                                16,707                   16,818
                                                                             -------                  -------

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.10 par; authorized
    20,000,000 shares at 3/31/95 and
    6/30/94; reserved for stock options
    and other obligations to issue stock,
    2,214,485 shares at  3/31/95 and
    2,320,688 shares at 6/30/94; issued
    and outstanding, 7,600,889 shares
    at 3/31/95 and 7,537,385 at 6/30/94                                          760                      754
   Preferred stock, $.10 par; authorized
    1,000,000 shares at 3/31/95 and at
    6/30/94; issued and outstanding, none
    at 3/31/95 and 6/30/94                                                        --                       --
   Capital in Excess of Par                                                   21,336                   20,203
   Stock Subscription Receivable                                                  --                   (5,012)
   Cumulative Translation Adjustment                                              81                      (27)
   Retained Earnings                                                          23,484                   19,088
                                                                             -------                  -------
                                                                              45,661                   35,006
   Treasury Stock, at cost,
    (50,000 shares at 6/30/94)                                                    --                     (403)
                                                                             -------                  ------- 

Total Stockholders' Equity                                                    45,661                   34,603
                                                                             -------                  -------

Total Liabilities & Stockholders' Equity                                     $82,191                  $65,180
                                                                             =======                  =======
</TABLE>

                See accompanying notes to the consolidated financial statements.
<PAGE>   6
<TABLE>
                    ECC INTERNATIONAL CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE NINE MONTHS ENDED
                            March 31, 1995 AND 1994
                                 (In Thousands)
                                  (Unaudited)
<CAPTION>
                                                                                     Nine Months               Nine Months
                                                                                        Ended                     Ended
                                                                                       3/31/95                   3/31/94 
                                                                                    ------------               -----------
<S>                                                                                 <C>                        <C>
Cash Flows From Operating Activities:
   Net Income                                                                       $  4,396                   $ 2,245
   Items Not Requiring Cash:
   Depreciation                                                                        2,583                     2,340
   Deferred Income Taxes                                                                (184)                     (273)
Changes in Certain Assets and Liabilities:
   Accounts Receivable                                                                (6,747)                    4,670
   Cost and Estimated Earnings in Excess
       of Billings on Uncompleted Contracts                                           (9,847)                   (2,952)
   Inventories                                                                           533                      (710)
   Prepaid Expenses and Other                                                             81                       273
   Accounts Payable                                                                    3,781                    (1,046)
   Advances on Long-Term Contracts                                                        (7)                   (1,648)
   Accrued Expenses                                                                    1,706                     2,338
                                                                                     -------                   -------

Net Cash (Used In) Provided By Operating Activities                                   (3,705)                    5,237
                                                                                     -------                   -------

Cash Flows From Investing Activities:
   Additions to Property, Plant and Equipment                                         (3,445)                   (2,063)
   Other                                                                                  80                        58
                                                                                     -------                   -------

Net Cash Used In Investing Activities                                                 (3,365)                   (2,005)
                                                                                     -------                   ------- 

Cash Flows From Financing Activities:
   Proceeds From Issuance of Common Stock and Options                                  5,447                       985
   New Borrowings under Term Loan                                                      9,000                        --
   New Borrowings under Revolving Credit Facility, Net                                10,708                        --
   Repayment of Long-Term Debt                                                       (17,943)                   (4,000)
                                                                                     -------                   ------- 

Net Cash Provided By (Used In) Financing Activities                                    7,212                    (3,015)
                                                                                     -------                   ------- 

Net Increase in Cash                                                                     142                       217

Cash at Beginning of the Period                                                        2,600                       988
                                                                                     -------                   -------

Cash at End of the Period                                                              2,742                     1,205
                                                                                     =======                   =======

Supplemental Disclosure of Cash Flow Information:
 Cash Paid During the Year For:
   Interest                                                                          $   732                   $ 1,269
   Income Taxes                                                                      $ 1,839                   $   723
</TABLE>

                See accompanying notes to the consolidated financial statements.
<PAGE>   7
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
      ----------------------------------------------------

1.  The accompanying statements are unaudited and have been
    prepared by ECC pursuant to the rules and regulations of the
    Securities and Exchange Commission.  The June 30, 1994 balance
    sheet was derived from audited financial statements but does
    not include all disclosures required by generally accepted
    accounting principles.  In the opinion of management such
    consolidated financial statements contain all adjustments,
    consisting of only normal recurring adjustments, necessary to
    present fairly the consolidated financial position, results of
    operations and cash flows for the interim periods presented.
    The aforementioned consolidated financial statements have been
    prepared substantially in conformity with the accounting
    principles reflected in the consolidated financial statements
    included in the Company's Annual Report on Form 10-K for the
    fiscal year ended June 30, 1994.
    
2.  Earnings per share for the nine and three month periods ended
    March 31, 1995 and 1994 are based on net income divided by the
    weighted average number of common share and common share
    equivalents outstanding.
    
    Common stock equivalents (stock options, warrants and Employee
    Stock Purchase Plan) are excluded from the calculation of per
    share data when their dilutive effect is not material.
    
3.  ECC filed claims for additional costs the Company incurred for
    work performed on three "build-to-print" Pop-Up-Target
    contracts for the U.S. Army, seeking over $3.0 million, based
    on deficient technical packages provided to ECC as conceded by
    the Army.  The initial claim was filed in June 1986 and was in
    litigation before the Armed Services Board of Contract Appeals
    since June 1989.  During  FY 1994, the Board issued a decision
    awarding the Company minimal damages on its claim.  The
    Company appealed the Board's decision to the United States
    Court of Appeals for the Federal Circuit, which denied the
    Company's appeal during the second quarter of fiscal year
    1995.  Accordingly, the Company took a one time write off of
    costs included in inventory amounting to $994,000 ($634,000
    after tax equal to $0.08 per share) in the second quarter of
    fiscal year 1995.
    
4.  Effective July 1, 1994, the Company conformed its method of
    accounting for S,G&A costs on an interim basis to the method
    used for annual reporting purposes, that is, charged to
    operations as incurred.  The effect of the change for the nine
    month period ending March 31, 1995 was to decrease earnings
    before taxes by $593,000 or $0.05 per share after taxes.  The
    effect of the change for the three month period ending March
    31, 1995 was to increase earnings before taxes by $138,000 or
    $0.01 per share after taxes.  The Company previously allocated
    S,G&A costs to contracts utilizing an annualized estimated
    rate to absorb such costs on an interim basis.
    
5.  Effective July 1, 1994, the Company adopted Statement of
    Financial Accounting Standards (SFAS) No. 112  "Employers'
    Accounting for Post employment Benefits."  SFAS No. 112
    requires recognition of the cost of certain benefits paid to
    former or inactive employees on an accrual basis and
    principally affects the Company's accounting for disability
    benefits.  The impact of adopting SFAS No. 112 was immaterial.
    
6.  On April 6, 1995 the Company executed an Amendment to its
    revolving credit facility providing for a temporary increase
    in its line of credit.  The Amendment allows the Company to
    borrow up to $17 million under the revolving credit portion of
    the loan facility.  The terms of the amendment require that
    borrowings under the temporary line ($6.0 million) be repaid
    on, the earlier of, the date of the Company's receipt of a
    certain contract delivery payment or September 30, 1995.
    Thereafter, the original payment terms of the loan facility
    will be in effect.
    
<PAGE>   8
           ECC INTERNATIONAL CORP. AND SUBSIDIARIES
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


a)  Material Changes in Financial Condition 
    ---------------------------------------
    
    During the nine month period ended March 31, 1995 the
    Company's principal sources of cash were proceeds from the new
    loan facility, the exercise of stock options, and the
    remaining proceeds from the private equity placement.  The
    principal uses of these funds were to repay the Company's
    previous bank debt and to finance the increases in accounts
    receivable, costs and estimated earnings in excess of billings
    on uncompleted contracts as well as additions to property
    plant and equipment.
    
    The increase in accounts receivable of approximately $6.7
    million was primarily due to domestic operation progress
    payment and delivery billings in late March for which
    substantially all payments were received in April 1995.
    
    The increase in costs and estimated earnings in excess of
    billings on uncompleted contracts of approximately $9.8
    million is the result of continued progress on the Company's
    major contracts.  Costs and estimated earnings on uncompleted
    contracts are expected to increase through the first quarter
    of fiscal year 1996, although this increase will be partially
    offset by deliveries on certain contracts during the fourth
    quarter of fiscal year 1995 and first quarter of fiscal year
    1996.
    
    Raw material inventory increased approximately $1.3 million
    due to volume production of the bottle vending operation.  Raw
    material levels have increased in order to support production
    capacity and delivery requirements under a bottle vending
    contract.
    
    Work in process inventory decreased primarily as a result of
    the write-off of the Company's Pop-Up-Target claim as
    disclosed in Note 3.  In addition, frozen vending units in
    process as of June 30, 1994 were completed and sold during the
    first and second quarter of fiscal year 1995.
    
    The increase in accounts payable of approximately $3.8 million
    is primarily the result of increased material requirements in
    the bottle vending operation, as well as, raw material
    purchase requirements under one of the Company's major
    contracts.
    
    Other accrued expenses increased over June 30, 1994 primarily
    due to marketing rep commissions related to the vending
    operation as well as withholdings under the Employee Stock
    Purchase Plan.  In addition, other accrued expenses include
    interest payable under the new loan facility.  There was no
    interest payable at June 30, 1994.
    
    The increase in capital in excess of par is primarily the
    result of the purchases of stock under Employee Stock Purchase
    Plans, the exercise of employee options, as well as a tax
    benefit received from the exercise of employee stock options
    under one of the Company's Stock Option Plans.  This increase
    was offset by the retirement of 50,000 shares of Treasury
    Stock during the third quarter of fiscal year 1995.
    
    The Company entered into a new loan facility with a bank on
    September 20, 1994 totaling $20 million.  The agreement
    consists of a $9 million term loan and an $11 million
    revolving credit facility.  (See Note 6 to the Company's
    Annual Report on Form 10-K for fiscal year ended June 30,
    1994.)  Proceeds from the new loan facility were used to pay
    the outstanding balance under the Company's revolving credit
    facility with its primary lender on that date.
    
<PAGE>   9
  On April 6, 1995 the Company executed an Amendment to its
  revolving credit facility providing for a temporary increase
  in its line of credit.  The Amendment allows the Company to
  borrow up to $17 million under the revolving credit portion of
  the loan facility.  The terms of the amendment require that
  borrowings under the temporary line ($6.0 million) be repaid
  on, the earlier of, the date of the Company's receipt of a
  certain contract delivery payment or September 30, 1995.
  Thereafter, the original payment terms of the loan facility
  will be in effect.
  
  Under the original loan agreement, the Company is required to
  make principal payments of $375,000 in the third and fourth
  quarter of fiscal year 1995 and quarterly principal payments
  of $750,000 during fiscal year 1996.
  
  ECC anticipates spending a total of approximately $5.0 million
  on capital additions and leasehold improvements during fiscal
  year 1995 for the continued expansion of both the vending and
  UK operations as well as for the refurbishment of the older
  areas of the Orlando facility.
  
  During the third quarter of fiscal year 1995, the Company
  entered into a building lease providing 72,520 square feet of
  space near the existing Orlando facility.  The additional
  space will house both the bottle vending and frozen vending
  production facilities.  The vending operation completed the
  transition to the new facility in late March without delays in
  production.
  
  Other than as stated above, the Company has no other material
  commitments for capital expenditures.  Management believes
  that with funds received from the private equity placement,
  the new loan facility as amended, and projected cash flow, the
  Company will have sufficient resources to meet current and
  future operating commitments.
  
<PAGE>   10
b)  Material Changes in Results of Operations
    -----------------------------------------
    
    Sales increased for the nine and three month periods ended
    March 31, 1995 as compared to the same periods ended March 31,
    1994.  The increase in Sales is primarily the result of
    increased volume Company wide, particularly in the vending and
    UK operations.   The increase in sales volume for the vending
    operation is the result of continued production of the bottle
    vending machines under a contract procured during the fourth
    quarter of fiscal year 1994.  The increase in UK operation
    sales is the result of continued progress under an existing
    contract as well as progress on a $19.5 million contract
    received during the first quarter of fiscal year 1995.
    
    Gross margin as a percentage of sales decreased for both the
    nine and three month periods ended March 31, 1995 versus the
    same periods ended March 31, 1994.  The decrease was due to
    gross margin adjustments on certain contracts of the domestic
    and UK operations.  An adjustment was taken to the gross
    margin on a cost plus incentive fee contract of the domestic
    operation during the third quarter of fiscal year 1995, due to
    higher than originally anticipated costs.  The additional
    costs will be recovered; however, a reduction of the incentive
    fee portion of the contract will result, thus reducing the
    overall contract gross margin.  Higher contract costs than
    originally anticipated were also incurred on a contract of the
    UK operation during the third quarter of fiscal year 1995, due
    to additional training requirements being identified,
    resulting in a reduction of the contract gross margin.  In
    addition, overtime requirements in an effort to meet milestone
    deadlines further increased contract costs on this contract.
    
    The write-off of costs associated with the Company's
    Pop-Up-Target claim as disclosed in Note 3 further reduced
    gross margin for the nine month period ended March 31, 1995.
    However, these decreases to gross margin were partially offset
    by an improved margin, during the third quarter, in the bottle
    vending operations as efficiencies are being gained and
    production costs are coming in line with original projections.
    
    Selling, general and administrative expenses for the nine and
    three month periods ended March 31, 1995 increased 9.1% and
    8.5%, respectively, as compared to the nine and three month
    periods ended March 31, 1994.  The increase is primarily the
    result of marketing rep commissions, technical support costs,
    consulting fees and out bound freight costs related to the
    vending operation, as well as, an increase in selling, general
    and administrative costs of the UK operation.  The increases
    in vending and  UK operation selling, general and
    administrative costs were partially offset by a decrease in
    bid and proposal costs and legal expenses in the domestic
    operation over the same periods last year.
    
    The increase in marketing rep commissions, which is based upon
    the amount of bottle vending units sold, reflects that no
    bottle vending production occurred during the nine and three
    month periods ended March 31, 1994, and therefore, no
    commission expense was incurred.  Similarly, the increases in
    technical support costs, consultant fees and out bound freight
    costs reflect that there was limited activity in the vending
    operation during the corresponding periods in the prior year.
    
    The increase in selling, general and administrative costs of
    the UK operation is the result of higher salaries as well as
    an increase in accounting and legal fees primarily associated
    with the negotiation of the Company's new debt agreement
    during the first quarter of fiscal year 1995 and building
    lease during the second quarter of fiscal year 1995.
    
<PAGE>   11
  Systems development expense increased substantially for the
  nine and three month periods ended March 31, 1995 versus the
  corresponding periods in the prior year.  This is a result of
  development costs associated with the new frozen vending
  machine which will begin mass production in the fourth quarter
  of fiscal year 1995.
  
  Interest income increased in both the nine month and three
  month periods ended March 31, 1995 versus the corresponding
  periods in the prior year.  This increase is the result of
  interest due the Company based on the IRS look-back method of
  accounting for long-term contracts.
  
  Interest expense decreased for the nine month and three month
  periods ended March 31, 1995 versus the corresponding periods
  in the prior year as a result of the Company's new loan
  facility which was negotiated under more favorable terms.
  
<PAGE>   12
                          PART II.  OTHER INFORMATION

                            ECC INTERNATIONAL CORP.





Item 6.    Exhibits and Reports on Form 8-K
           --------------------------------

           a.     Exhibits
                  --------

                  Exhibit 11 - Schedule of Computation of Earnings Per Share


           b.     Reports on Form 8-K
                  -------------------

                  None.
<PAGE>   13
                                   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.




                                                ECC INTERNATIONAL CORP.


Date            May 12, 1995                    /s/ George W. Murphy
          -------------------------             ------------------------------
                                                George W. Murphy, President





Date            May 12, 1995                    /s/ Richard F. Thompson
          -------------------------             ------------------------------
                                                Richard F. Thompson
                                                Vice President, Finance

<PAGE>   1
<TABLE>
                                                                      Exhibit 11

                 SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE
                     (In Thousands, Except Per Share Data)
                                  (Unaudited)

<CAPTION>
                                                                   Nine Months                       Nine Months
                                                                      Ended                            Ended
                                                                    March 31                          March 31
                                                                      1995                              1994
<S>                                                                 <C>                               <C>
Primary
- -------

Net Income                                                          $    4,396                        $    2,245
                                                                    ==========                        ==========

Weighted Average Shares Outstanding                                  7,584,694                         6,281,276

Incremental Shares from Assumed
     Exercise of Stock Options                                         327,795                           440,964
                                                                    ----------                        ----------

Total Shares                                                         7,912,489                         6,722,240
                                                                    ==========                        ==========


Primary Per Share Amounts
- -------------------------

Net Income                                                          $     0.56                        $     0.33
                                                                    ==========                        ==========


Fully Diluted *
- -------------  

Net Income                                                          $    4,396                        $    2,245
                                                                    ==========                        ==========

Weighted Average Shares Outstanding                                  7,584,694                         6,281,276

Incremental Shares from Assumed
     Exercise of Stock Options                                         298,399                           645,594
                                                                    ----------                        ----------

Total Shares                                                         7,883,093                         6,926,870
                                                                    ==========                        ==========


Fully Diluted Per Share Amounts
- -------------------------------

Net Income                                                          $     0.56                        $     0.32
                                                                    ==========                        ==========
<FN>

*   Fully diluted earnings per share calculation is presented in accordance 
    with Regulation S-K item 601(b)(11) although not required by footnote 2 
    to paragraph 14 of Accounting Principles Board Opinion No. 15 because it 
    results in dilution of less than 3%.
</TABLE>
<PAGE>   2
<TABLE>
                                                                      Exhibit 11

                 SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE
                     (In Thousands, Except Per Share Data)
                                  (Unaudited)

<CAPTION>
                                                                    Three Months                     Three Months
                                                                      Ended                            Ended
                                                                    March 31                          March 31
                                                                      1995                              1994
<S>                                                                 <C>                               <C>
Primary
- -------

Net Income                                                          $    1,871                        $    1,104
                                                                    ==========                        ==========

Weighted Average Shares Outstanding                                  7,630,770                         6,428,500

Incremental Shares from Assumed
     Exercise of Stock Options                                         278,710                           540,538
                                                                    ----------                        ----------

Total Shares                                                         7,909,480                         6,969,038
                                                                    ==========                        ==========


Primary Per Share Amounts
- -------------------------

Net Income                                                          $     0.24                        $     0.15
                                                                    ==========                        ==========


Fully Diluted *
- -------------  

Net Income                                                          $    1,871                        $    1,104
                                                                    ==========                        ==========

Weighted Average Shares Outstanding                                  7,630,770                         6,428,500

Incremental Shares from Assumed
     Exercise of Stock Options                                         253,850                           541,424
                                                                    ----------                        ----------

Total Shares                                                         7,884,620                         6,969,924
                                                                    ==========                        ==========


Fully Diluted Per Share Amounts
- -------------------------------

Net Income                                                          $     0.24                        $     0.15
                                                                    ==========                        ==========
<FN>

*      Fully diluted earnings per share calculation is presented in accordance 
       with Regulation S-K item 601(b)(11) although not required by footnote 2 
       to paragraph 14 of Accounting Principles Board Opinion No. 15 because 
       it results in dilution of less than 3%.
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF ECC INTERNATIONAL, INC. FOR THE
NINE MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-START>                             JUL-01-1994
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                           2,742
<SECURITIES>                                         0
<RECEIVABLES>                                    9,932
<ALLOWANCES>                                         0
<INVENTORY>                                      9,325
<CURRENT-ASSETS>                                56,400
<PP&E>                                          50,600
<DEPRECIATION>                                  26,622
<TOTAL-ASSETS>                                  82,191
<CURRENT-LIABILITIES>                           18,372
<BONDS>                                         16,707
<COMMON>                                           760
                                0
                                          0
<OTHER-SE>                                      21,417
<TOTAL-LIABILITY-AND-EQUITY>                    82,191
<SALES>                                         72,164
<TOTAL-REVENUES>                                72,164
<CGS>                                           54,995
<TOTAL-COSTS>                                   54,995
<OTHER-EXPENSES>                                10,073
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,045
<INCOME-PRETAX>                                  6,778
<INCOME-TAX>                                     2,382
<INCOME-CONTINUING>                              4,396
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,396
<EPS-PRIMARY>                                      .56
<EPS-DILUTED>                                      .56
        

</TABLE>


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