BOLT TECHNOLOGY CORP
10-Q, 1998-11-04
OIL & GAS FIELD MACHINERY & EQUIPMENT
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<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 QUARTERLY PERIOD ENDED:  SEPTEMBER 30, 1998
                                        
                                       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: 0-10723
                                        
                          BOLT TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

     CONNECTICUT                                        06-0773922
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)


FOUR DUKE PLACE, NORWALK, CONNECTICUT                       06854
(Address of principal executive offices)                  (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 853-0700


Indicate by a check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange 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 [     ]

At October 16, 1998 there were 5,232,478 shares of common stock, without par
value, outstanding.



                                      (1)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                                        
                                     INDEX
                                     -----
<TABLE> 
<CAPTION> 
                                                                                             Page Number
                                                                                             -----------
<S>                                                                                          <C> 
Part I -  Financial Information:                                                   
                                                                                   
Item 1.   Financial Statements.                                                    
                                                                                   
          Consolidated statements of income - three months ended                   
          September 30, 1998 and 1997..........................................................    3
                                                                                   
          Consolidated balance sheets -                                            
          September 30, 1998 and June 30, 1998.................................................    4
                                                                                   
                                                                                   
          Consolidated statements of cash flows -                                  
          three months ended September 30, 1998 and 1997.......................................    5
                                                                                   
                                                                                   
          Notes to consolidated financial statements...........................................   10
                                                                                   
                                                                                   
 Item 2.  Management's discussion and analysis of financial                        
          condition and results of operations..................................................  10-12
                                                                                   
Item 3.   Quantitative and Qualitative Disclosures about Market Risk...........................   13
                                                                                   

Part II - Other Information:                                                       
                                                                                   
Item 6.   Exhibits and reports on Form 8-K.....................................................   13
                                                                                   
          Signatures...........................................................................   13
</TABLE> 


                                      (2)
<PAGE>
 
                         PART I - FINANCIAL INFORMATION
                          BOLT  TECHNOLOGY CORPORATION
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                     -------------------------------------

 
 
                                           Three Months Ended
                                              September 30,
                                        --------------------------
 
                                            1998          1997
                                            ----          ----
REVENUES:
 
 Sales................................   $5,360,000    $2,647,000
 Service..............................        -            10,000
                                         ----------    ----------
                                          5,360,000     2,657,000
                                         ----------    ----------
 
COSTS AND EXPENSES:
 
 Cost of sales........................    2,803,000     1,304,000
 Cost of service......................        -            45,000
 Research and development.............       50,000        55,000
 Selling, general and administrative..      941,000       677,000
 Amortization of intangibles..........       57,000           -
 Interest income, net.................      (26,000)      (34,000)
                                         ----------    ----------
                                          3,825,000     2,047,000
                                         ----------    ----------
 
Income  before income taxes...........    1,535,000       610,000
 
Benefit for income taxes..............        -           258,000
                                         ----------    ----------
 
Net income............................   $1,535,000    $  868,000
                                         ==========    ==========


Earnings per share:
  Basic...............................       $ 0.29        $ 0.17
  Diluted.............................       $ 0.29        $ 0.17


 
Shares Outstanding:
  Basic...............................    5,232,478     5,075,786
  Diluted.............................    5,371,623     5,206,696
 
 
See Notes to Consolidated Financial Statements.


                                      (3)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                                        
                                     ASSETS
                                     ------
 
 
                                        September 30,         June 30,
                                             1998               1998
                                         (unaudited)      
                                        --------------       --------
                                                          
Current Assets:                                           
  Cash and cash equivalents.............  $ 3,053,000    $  1,317,000
  Accounts receivable, net..............    3,742,000       5,002,000
  Inventories...........................    2,534,000       2,451,000
  Deferred income taxes.................    1,060,000       1,060,000
  Other                                        95,000          89,000
                                          -----------    ------------
     Total current assets                  10,484,000       9,919,000
                                          -----------    ------------
                                                          
Goodwill, net...........................    4,283,000       4,339,000
Property and Equipment, net.............      222,000         201,000
Deferred Income Taxes...................    2,038,000       1,945,000
Other Assets............................       56,000          58,000
                                          -----------    ------------
                                          $17,083,000    $ 16,462,000
                                          ===========    ============

 
 
                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------
 
 
Current Liabilities:
  Accounts payable......................  $  1,274,000   $  1,717,000
  Accrued liabilities...................     1,231,000      1,702,000
                                          ------------   ------------
        Total current liabilities            2,505,000      3,419,000
                                          ------------   ------------
Stockholders' Equity:                                    
  Common stock..........................    25,576,000     25,576,000
  Accumulated deficit...................   (10,998,000)   (12,533,000)
                                          ------------   ------------
            Total stockholders' equity..    14,578,000     13,043,000
                                          ------------   ------------
                                          $ 17,083,000   $ 16,462,000
                                          ============   ============

 
 



See Notes to Consolidated Financial Statements


                                      (4)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
                      ------------------------------------
 
                                                    Three Months Ended
                                                       September 30,
                                                    ------------------
                                                     1998         1997
                                                     ----         ----
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income....................................   $1,535,000    $  868,000
 Adjustments to reconcile net income to
  cash  provided by operating activities:
    Depreciation and amortization..............       70,000        11,000
    Deferred income taxes......................      (90,000)     (300,000)
                                                  ----------    ----------
                                                   1,515,000       579,000
 
 Changes in Operating Assets and Liabilities:
    Accounts receivable.........................   1,260,000       735,000
    Inventories...............................       (83,000)      224,000
    Other assets................................      (9,000)       (9,000)
    Accounts payable and accrued liabilities....... (914,000)     (520,000)
                                                  ----------    ----------
    Net cash provided by operating activities...   1,769,000     1,009,000
                                                  ----------    ----------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment............      (33,000)       (5,000)
                                                  ----------    ----------
   Net cash used in investing activities.......      (33,000)       (5,000)
                                                  ----------    ----------
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 Exercise of stock options.....................        -             1,000
                                                  ----------    ----------
 
   Net cash provided by financing activities...        -             1,000
                                                  ----------    ----------
 
Net increase in cash and cash equivalents......   $1,736,000    $1,005,000
                                                  ==========    ==========
 
 
Supplemental disclosure of cash flow information:
     Income taxes paid.........................   $   83,000    $    8,000

 



See Notes to Consolidated Financial Statements.

                                      (5)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                  NOTES  TO CONSOLIDATED FINANCIAL STATEMENTS
                  -------------------------------------------
                                  (UNAUDITED)
                                  -----------

NOTE 1 - BASIS OF PRESENTATION
- ------------------------------

     The consolidated  balance sheet as of September 30, 1998,  the consolidated
statements of income for the three month periods ended September 30, 1998 and
1997 and the consolidated statements of cash flows for the three month periods
ended September 30, 1998 and 1997 are unaudited. In the opinion of management ,
all adjustments necessary for a fair presentation of such financial statements
have been included. Such adjustments consisted only of normal recurring items.
Interim results are not necessarily indicative of results for a full year. It is
suggested that the September 30, 1998 consolidated financial statements be read
in conjunction with the consolidated financial statements and notes included in
the Company's Annual Report on Form 10-K for the year ended June 30, 1998.
 
     Financial Accounting Standards No. 131 "Disclosures about Segments of an
Enterprise and Related Information," was adopted by the Company for the year
ended June 1998.  See Note 8 to the consolidated financial statements for
related segment disclosure.

     In the quarter ended September 30, 1998, the Company adopted "Financial
Accounting Standards No. 130 (FAS 130), "Reporting Comprehensive Income".  FAS
130 establishes standards for the reporting and displaying of comprehensive
income and its components in a full set of general purpose financial statements.
In the first quarter of fiscal 1999 the Company did not have any components of
comprehensive income to report.


NOTE 2 - CUSTOM PRODUCTS ACQUISITION
- ------------------------------------

     On January 6, 1998 the Company completed the acquisition of Custom Products
Corporation ("Custom Products") pursuant to the terms of an asset purchase
agreement. Custom Products is a manufacturer of precision mechanical and
pneumatic slip clutches sold under the "Polyclutch" tradename.

     The purchase price of the net assets acquired included (i) $4,971,000 in
cash; (ii) 135,000 shares of common stock valued at $881,000; (iii) estimated
acquisition costs of $208,000; and (iv) contingent cash payments.  Such
contingent cash payments could total $4,000,000 and are dependent on the annual
increases in the net sales of Custom for the period January 1, 1998 to December
31, 2003.  The results of operations of Custom have been included in the
consolidated statement of income from the acquisition date.



 

                                      (6)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  (CONTINUED)
                                  -----------

NOTE 2 - CUSTOM PRODUCTS CORPORATION ACQUISITION (CONT'D.)
- ----------------------------------------------------------

       The following table presents the unaudited pro forma combined  results of
operations of the Company and Custom Products  for the three months ended
September 30, 1997.  The pro forma results are not necessarily indicative of the
results that might have occurred had the acquisition actually taken place on
July 1, 1997 or of future results of operations.
 
                                            Three Months Ended
                                            September 30, 1998
                                            ------------------
                         
     Revenues.............................      $3,550,000
     Net Income...........................      $1,128,000
     Earnings Per Share:                    
     Basic................................         $0.22
     Diluted..............................         $0.21
 

NOTE 3 - CREDIT FACILITY
- ------------------------

     In connection with the Custom Products acquisition, the Company established
a $3,500,000 unsecured credit facility through 2003.  The purpose of the credit
facility was to assist funding of the acquisition and to support working capital
requirements.  Maximum borrowings under the agreement decrease by $500,000 on
each anniversary of the agreement and bear interest at the prime rate.

     The credit facility contains certain covenants which include: (i)
prohibition of additional indebtedness; (ii) minimum tangible net worth of
$5,567,000 at June 30, 1998 which increases by 50% of net income each year;
(iii) a ratio of total liabilities to tangible net worth of no more than 1.25 to
1; (iv) a ratio of minimum debt service to income of no less than 2 to 1 and (v)
no two consecutive quarterly losses.  The Company is in compliance with the
covenants contained in the agreement.

NOTE 4 - INCOME TAXES
- ---------------------

     At September 30, 1998, the Company had net operating loss carry-forwards of
approximately $8,741,000  which expire in years 2002 through 2007.  Financial
Accounting Standards No. 109 (FAS 109), "Accounting for Income Taxes", requires
that the tax benefit of net operating loss ("nol") carry-forwards be recorded as
an asset to the extent that management assesses the utilization of such nol
carry-forwards to be "more likely than not".  In the first quarter of fiscal
1999, the Company continued its quarterly assessment of the expected
realization of its net  deferred tax asset based upon its past history of
earnings, current backlog of orders, dependence on a few customers for a
significant percentage of sales, the cyclical nature of the seismic exploration
industry and the effect of the Custom Products acquisition.


 


                                      (7)
                                        
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  (CONTINUED)
                                  -----------
                                        




NOTE 4 - INCOME TAXES (CONT'D)
- ------------------------------

     Based upon this review, management concluded that future taxable income
would be higher than estimated at June 30, 1998 and reduced the valuation
allowance for deferred taxes by $90,000 for the quarter ended September 30,
1998.  In the quarter ended September 30, 1997 the valuation allowance was
reduced by $300,000.

     The amount of the net deferred tax asset recorded could be adjusted if
estimates of future taxable income during the carry-forward period are revised.

     Components of income  tax (benefit) expense for the three months ended
September 30, 1998 and 1997 follow:

                                               September 30,   September 30,
                                                   1998            1997
                                                   ----            ----
                                                             
     Current:                                                
         State...........................         $ 90,000     $  42,000
                                                  --------     ---------
                                                             
     Deferred:                                               
         Federal.........................          (90,000)     (300,000)
                                                  ---------    ----------
                                                             
     Income tax benefit..................         $    -       $(258,000)
                                                  =========    ==========


NOTE 5 - INVENTORIES
- --------------------

     Inventories, net of reserves, are comprised of the following:

 
                                               September 30,   June 30,
                                                  1998           1998
                                                  ----           ----
                                                             
         Raw materials and sub-assemblies..     $2,375,000    $2,182,000
         Work-in process...................        159,000       269,000
                                                ----------    ----------
                                                $2,534,000    $2,451,000
                                                ==========    ==========
 



                                      (8)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  (CONTINUED)
                                  -----------
                                        

NOTE 6 - PROPERTY AND EQUIPMENT
- --------------------------------

     Property and equipment are comprised of the following:

                                       September 30,     June 30,
                                            1998           1998
                                            ----           ----
 
Building and leasehold improvements..    $   534,000   $   534,000
Geophysical equipment................      1,523,000     1,523,000
Machinery and equipment..............      4,267,000     4,233,000
Equipment held for rental............        822,000       822,000
                                         -----------   -----------
                                           7,146,000     7,112,000
Less accumulated depreciation........     (6,924,000)   (6,911,000)
                                         -----------   -----------
                                         $   222,000   $   201,000
                                         ===========   ===========
 

NOTE 7 - EARNINGS PER SHARE
- ---------------------------

     As required by Statement of Financial Accounting Standards No. 128 (FAS
128), "Earnings Per Share", the Company must report both basic and diluted
earnings per share.  Basic earnings per share is computed by dividing net income
by the average number of common shares outstanding during the year.  Diluted
earnings per share is computed by dividing net income by the average number of
common shares outstanding assuming dilution, the calculation of which assumes
that all stock options are exercised at the beginning of the period and the
proceeds are used by the Company to purchase shares at the average market price
for the period.  Previously reported earnings per share have been restated to
conform to FAS 128.  The following is a reconciliation from basic earnings per
share to diluted earnings per share for the quarters ended September 30, 1998
and 1997.

 
                                            AVERAGE SHARES  EARNINGS
SEPTEMBER 30, 1998            NET INCOME     OUTSTANDING    PER SHARE
- ------------------            ----------     -----------    ---------
 
Basic earnings per share      $1,535,000       5,232,478      $0.29
Effect of Dilution:
     Stock Options                               139,145
                              ----------       ---------
Diluted earnings per share    $1,535,000       5,371,623      $0.29
                              ==========       =========
 
SEPTEMBER 30, 1997
- ------------------
 
Basic earnings per share      $  868,000       5,075,786      $0.17
Effect of dilution:
     Stock Options                               130,910
                              ----------       ---------
diluted earnings per share    $  868,000       5,206,696      $0.17
                              ==========       =========
 
                                      (9)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                  (CONTINUED)
                                  -----------



NOTE 8 - SEGMENT INFORMATION
- ----------------------------

       The Company's reportable segments are its two specific business units:
(1) seismic energy sources and (2) industrial clutches manufactured by Custom
Products.  The following table provides selected financial information for both
of the Company's segments for the quarter ended September 30, 1999.  Prior to
January 1998, the Company operated in only one segment, seismic energy sources.

 
                                 SEISMIC ENERGY  INDUSTRIAL
                                    SOURCES       CLUTCHES      TOTAL
                                    -------       --------      -----
Revenue                             $ 4,634,000  $  726,000  $ 5,360,000
Interest income                          26,000       -           26,000
Depreciation and amortization             9,000      61,000       70,000
Income before income taxes            1,399,000     136,000    1,535,000
Segment assets                       10,780,000   6,303,000   17,083,000
Fixed asset additions                    33,000       -           33,000

The Company does not allocate income taxes to its segments.


                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    ---------------------------------------
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------


CAUTIONARY STATEMENT FOR PURPOSES OF FORWARD-LOOKING STATEMENTS
- ---------------------------------------------------------------

     Certain statements contained herein and elsewhere may be deemed to be
forward-looking within the meaning of The Private Securities Litigation Reform
Act of 1995 and are subject to the "safe harbor" provisions of that act,
including without limitation, statements concerning future sales, earnings,
costs, expenses, asset recoveries, working capital, capital expenditures,
financial condition, and other results of operations.  Such statements involve
risks and uncertainties.  Actual results could differ materially from the
expectations expressed in such forward-looking statements.

     Demand for the Company's marine seismic energy sources and replacement
parts is dependent upon the level of world-wide oil and gas exploration.  World-
wide exploration activity is dependent on oil and gas prices.  Continuing low
prices for oil and gas may result in reduced exploration budgets by oil
companies which ultimately could result in reduced demand for the Company's
marine seismic energy sources.



                                      (10)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    ---------------------------------------
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------



LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     Over the past two years the Company has financed its operations from
internally generated cash flow.  Cash flows from operating activities before
changes in working capital items amounted to $1,515,000 for the three months
ended September 30, 1998 as compared to $579,000 for the three months ended
September 30, 1997.  After changes in working capital items, net cash provided
by operating activities totalled $1,769,000 for the three months ended September
30, 1998 as compared to $ 1,009,000 for the three months ended September 30,
1997.  The Company has experienced continued growth in cash flow from operating
activities because of continued increases in sales and net income.

     The Company has a $3,500,000 credit facility which matures in 2003.
Maximum borrowings under the terms of the agreement decrease by $500,000 each
year.  Any borrowings under the agreement bear interest at the prime rate.

     Net property and equipment additions totaled $33,000 for the first quarter
of fiscal 1999.  Capital expenditures for plant and equipment for fiscal 1999
are expected to aggregate no more than $200,000.  The Company believes that the
combination of cash flow from operations and its unused credit facility will be
adequate to meet anticipated capital expenditures.

     Under the terms of the asset purchase agreement for Custom Products, the
Company is required to make additional payments to the former owners of Custom
Products in the amount of $800,000 each year through January 2003, if net sales
of Custom Products increase to specified levels.  The Company expects to be able
to make these payments, if required, from  cash flow from operations.

     The Company is the owner of a one-half interest in its administrative and
engineering building located in Norwalk, Connecticut through a joint venture
agreement.  The agreement expires in July 1999.  Under the terms of the
agreement, the Company can purchase the one-half interest owned by its joint
venture partner, for $300,000. The Company is currently exploring various
financial alternatives with its joint venture partner.  If the Company does
purchase the building, it will use cash on hand.

     On October 5, 1998, the Company announced that its board of directors
approved a stock repurchase program under which the Company is authorized to buy
up to 500,000 shares of its common stock in open market or private transactions.
The Company will use its cash flow from operations and existing cash balances
for repurchases.
 



                                      (11)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                -----------------------------------------------

YEAR 2000
- ---------

     The Company outlined its plan to deal with the Year 2000 issue in its June
30, 1998 Form 10-K.  During the first quarter of fiscal 1999 the Company
continued its program to become Year 2000 compliant and expects to be Year 2000
compliant by the middle of 1999.  The cost of the Company's year 2000 program
will not be material to the financial condition or results of operations.  The
Company believes that there will be no material disruptions in its operations
from Year 2000 related issues.  The Company has no contingency plan in the event
that Year 2000 issues not known at the time develop or have not been considered.

RESULTS OF OPERATIONS
- ---------------------
 
     Total revenues increased 102% for the quarter ended September 30, 1998 as
compared to the quarter ended September 30, 1997.  The inclusion of Custom
Products, which was acquired in January 1998, accounted for 27% of the revenue
increase.  The remainder of the revenue growth for the quarter was a result of
the continued high demand for the Company's marine seismic energy sources and
replacement parts.

     Service revenue and related cost of service were insignificant for the
quarter ended September 30, 1997. The Company's service operations were closed
in December 1997, therefore, no service revenue or related costs of service have
been reported by the Company since December 1997.

     Cost of sales as a percentage of sales increased from  49% to 52% for the
quarter.  The higher cost of auxiliary equipment supplied with marine air gun
systems negatively impacted first quarter margins.  A positive factor effecting
first quarter margins was the inclusion of Custom Products, which had a slightly
higher margin than the seismic energy sources sold by the Company.

     Research and development costs decreased by $5,000 for the quarter.  The
Company's major research and development efforts were directed to development of
its new seismic energy source.

     Selling, general and administrative expenses increased by $264,000 in the
first quarter of fiscal 1999 as compared to 1998.  The inclusion of Custom
Products caused $164,000 of the increase.  An increase of $62,000 in incentive
compensation expense was the other major factor responsible for the higher
selling, general and administrative expense for the quarter.

     Amortization of intangible assets associated with the acquisition of Custom
Products amounted to $57,000. The Company is amortizing the goodwill related to
the acquisition over 20 years.

     Net interest income decreased $8,000 for the quarter.  The Company used its
short-term investments to provide the major portion of the funding for the
Custom Products acquisition in January 1998.

     The Company continued its quarterly assessment of the realization of its
deferred tax asset as required under Financial Accounting Standards No. 109 (FAS
109).  The review resulted in the Company reducing the valuation allowance
related to the net deferred tax assets by $90,000 in the first quarter of fiscal
1999 because of an increase in the Company's estimate of future taxable income.
In the first quarter of fiscal 1997, the valuation allowance was reduced by
$300,000.

                                      (12)
<PAGE>
 
                          BOLT TECHNOLOGY CORPORATION
                          ---------------------------
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               -------------------------------------------------
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
                -----------------------------------------------
                                        
 
     Financial Accounting Standards No. 131 "Disclosures about Segments of an
Enterprise and Related Information" was adopted by the Company for the year
ended June 1998.  See note 8 to the Consolidated Financial Statements for
related segment disclosures.

     In the quarter ended September 30, 1998, the Company adopted "Financial
Accounting Standards No. 130 (FAS 130), "Reporting Comprehensive Income".  FAS
130 establishes standards for reporting and displaying of comprehensive income
and its components in a full set of general purpose financial statements.  In
the first quarter of fiscal 1999 the Company did not have any components of
comprehensive income to report.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------

     None

                           PART II- OTHER INFORMATION
                           --------------------------

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

     (a) Exhibits.
         ---------
       (27)  Financial Data Schedule.
     
     (b) Reports on Form 8-K.
         --------------------

     The Company filed a Current Report on Form 8-K dated October 5, 1998, with
the Securities and Exchange Commission with respect to its stock repurchase
program. The item reported was Item 5. - "Other Events."
 

                                   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.


                                    /s/ Raymond M. Soto
                                    -----------------------
                                    Chairman, President and Chief Executive
                                    Officer
                                    (Principal Financial Officer)


                                    /s/ Alan Levy
                                    -----------------------------
                                    Vice President-Finance
                                    Secretary  and Treasurer
                                    (Principal Accounting Officer)


 
November 2, 1998

                                      (13)

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-START>                             JUL-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                       3,053,000
<SECURITIES>                                         0
<RECEIVABLES>                                3,742,000
<ALLOWANCES>                                         0
<INVENTORY>                                  2,534,000
<CURRENT-ASSETS>                            10,484,000
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              17,083,000
<CURRENT-LIABILITIES>                        2,505,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    25,576,000 
<OTHER-SE>                                (10,998,000)
<TOTAL-LIABILITY-AND-EQUITY>                17,083,000
<SALES>                                      5,360,000
<TOTAL-REVENUES>                             5,360,000
<CGS>                                        2,803,000
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