<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: DECEMBER 31, 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 January 19, 1999 there were 5,298,354 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. Consolidated statements of income - three and
six months ended December 31, 1998 and 1997 3
Consolidated balance sheets -
December 31, 1998 and June 30, 1998 4
Consolidated statements of cash flows -
six months ended December 31, 1998 and 1997 5
Notes to consolidated financial statements 6-10
Item 2. Management's discussion and analysis of financial
condition and results of operations 10-13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Part II - Other Information:
Item 4 - Submission of Matters to a Vote of Security Holders 13
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)
_____________________________________
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
----------------------- --------------------------
1998 1997 1998 1997
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Sales................................ $5,849,000 $3,745,000 $11,209,000 $6,392,000
Service.............................. - 5,000 - 15,000
---------- ---------- ----------- ----------
5,849,000 3,750,000 11,209,000 6,407,000
---------- ---------- ----------- ----------
COSTS AND EXPENSES:
Cost of sales........................ 2,886,000 2,106,000 5,689,000 3,410,000
Cost of service...................... - 35,000 - 80,000
Research and development............. 112,000 51,000 162,000 106,000
Selling, general and administrative.. 903,000 722,000 1,844,000 1,399,000
Amortization of intangibles.......... 57,000 - 114,000 -
Interest income, net................. (37,000) (48,000) (63,000) (82,000)
---------- ---------- ----------- ----------
3,921,000 2,866,000 7,746,000 4,913,000
---------- ---------- ----------- ----------
Income before income taxes............ 1,928,000 884,000 3,463,000 1,494,000
Provision (benefit) for income taxes... 147,000 (100,000) 147,000 (358,000)
---------- ---------- ----------- ----------
Net income....................... $1,781,000 $ 984,000 $ 3,316,000 $1,852,000
========== ========== =========== ==========
Earnings per share:
Basic................................ $ 0.34 $ 0.19 $ 0.63 $ 0.36
Diluted.............................. $ 0.33 $ 0.19 $ 0.62 $ 0.36
Shares Outstanding:
Basic................................ 5,262,882 5,077,920 5,247,680 5,076,853
Diluted.............................. 5,351,722 5,219,603 5,361,673 5,213,150
</TABLE>
See Notes to Consolidated Financial Statements.
(3)
<PAGE>
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
<TABLE>
<CAPTION>
December 31, June 30,
1998 1998
(unaudited)
----------- ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents...................... $ 3,404,000 $ 1,317,000
Accounts receivable, net....................... 5,123,000 5,002,000
Inventories.................................... 2,814,000 2,451,000
Deferred income taxes.......................... 1,038,000 1,060,000
Other.......................................... 80,000 89,000
----------- ------------
Total current assets........................ 12,459,000 9,919,000
----------- ------------
Goodwill, net.................................... 4,227,000 4,339,000
Property and Equipment, net...................... 244,000 201,000
Deferred Income Taxes............................ 2,113,000 1,945,000
Other Assets..................................... 53,000 58,000
----------- ------------
$19,096,000 $ 16,462,000
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable............................... $ 1,353,000 $ 1,717,000
Accrued liabilities............................ 1,343,000 1,702,000
----------- ------------
Total current liabilities................... 2,696,000 3,419,000
----------- ------------
Stockholders' Equity:
Common stock, without par value................ 25,617,000 25,576,000
Accumulated deficit............................ (9,217,000) (12,533,000)
----------- ------------
Total stockholders' equity................... 16,400,000 13,043,000
----------- ------------
$19,096,000 $ 16,462,000
=========== ============
</TABLE>
See Notes to Consolidated Financial Statements.
(4)
<PAGE>
BOLT TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
_____________________________
<TABLE>
<CAPTION>
Six Months Ended
December 31,
-----------------------
1998 1997
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $3,316,000 $1,852,000
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization...................... 142,000 20,000
Deferred income taxes.............................. (68,000) (450,000)
---------- ----------
3,390,000 1,422,000
Change in Operating Assets and Liabilities
Accounts receivable................................ (121,000) (231,000)
Inventories........................................ (363,000) 95,000
Other assets....................................... (67,000) (28,000)
Accounts payable and accrued liabilities........... (723,000) 1,015,000
---------- ----------
Net cash provided by operating activities.......... 2,116,000 2,273,000
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment.................... (70,000) (22,000)
---------- ----------
Net cash used in investing activities.............. (70,000) (22,000)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options............................. 41,000 4,000
---------- ----------
Net cash provided by financing activities.......... 41,000 4,000
---------- ----------
Net increase in cash and cash equivalents.............. $2,087,000 $2,255,000
========== ==========
Supplemental disclosure of cash flow information:
Income taxes paid..................................... $ 328,000 $ 128,000
</TABLE>
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 December 31, 1998, the consolidated
statements of income for the three-month and six-month periods ended December
31, 1998 and 1997 and the consolidated statements of cash flows for the six-
month periods ended December 31, 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 December 31, 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.
For the first six months of fiscal 1999, the Company did not have any components
of comprehensive income to report.
NOTE 2 - CUSTOM PRODUCTS CORPORATION ACQUISITION
- ------------------------------------------------
On January 6, 1998 the Company completed the acquisition of Custom Products
Corporation ("Custom") pursuant to the terms of an asset purchase agreement.
Custom is a manufacturer of miniature precision mechanical and pneumatic slip
clutches sold under the "Polyclutch" tradename.
The purchase price of the Custom's assets acquired included (i) $4,971,000
in cash; (ii) 135,000 shares of common stock valued at $881,000; (iii)
acquisition costs of $208,000 and (iv) contingent cash payments. Such contingent
cash payments could equal $4,000,000 and are dependent on the net sales of
Custom for the period January 1, 1998 to December 31, 2003. For the period
January 1, 1998 to December 31, 1998, Custom's sales were not sufficient to
require the Company to make a contingent payment. Contingent payments due under
the agreement could still total $4,000,000 if the sales of Custom Products for
the annual periods to December 31, 2003 meet specified levels. The results of
operations of Custom Products 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 six months ended December
31, 1997. The pro forma results are not necessarily indicative of the results
that mights have occurred had the acquisition actually taken place on July 1,
1997 or of future results of operations.
<TABLE>
<CAPTION>
Six Months Ended
December 31, 1997
-----------------
<S> <C>
Revenues....................................... $8,044,000
Net Income..................................... 2,313,000
Earnings per share............................. -
Basic.......................................... $ 0.44
Diluted........................................ $ 0.43
</TABLE>
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 the 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 December 31, 1998, the Company had net operating loss carry-forwards of
approximately $6,850,000 which expire in the years 2002 through 2007. Statement
of 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 six months of fiscal 1999 the Company continued its quarterly assessment
of the expected realization of its net deferred tax assets based upon its past
history of earnings, current sales backlog, 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 has concluded that future taxable income
would be sufficient to utilize all of the remaining nol's available and has
reflected the net tax benefit of the nol's as an asset on the accompanying
balance sheet. For the first six months of fiscal 1999, the Company reduced the
valuation allowance for deferred taxes by $68,000 ($450,000 - 1998).
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 six months ended
December 31, 1998 and 1997 follow:
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
------------- -------------
<S> <C> <C>
Current:
State............................ $215,000 $ 92,000
-------- ---------
Deferred:
Federal.......................... (68,000) (450,000)
-------- ---------
Income tax expense (benefit)......... $147,000 $(358,000)
======== =========
</TABLE>
NOTE 5 - INVENTORIES
- --------------------
Inventories, net of reserves, are comprised of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1998 1998
------------ ----------
<S> <C> <C>
Raw materials and sub-assemblies.......... $2,533,000 $2,182,000
Work-in process........................... 281,000 269,000
---------- ----------
$2,814,000 $2,451,000
========== ==========
</TABLE>
(8)
<PAGE>
BOLT TECHNOLOGY CORPORATION
---------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(CONTINUED)
-----------
NOTE 6 - PROPERTY AND EQUIPMENT
- -------------------------------
Property and equipment are comprised of the following:
<TABLE>
<CAPTION>
December 31, June 30,
1998 1998
------------- ------------
<S> <C> <C>
Building and leasehold improvements............... $ 534,000 $ 534,000
Geophysical equipment............................. 611,000 1,523,000
Machinery and equipment........................... 4,302,000 4,233,000
Equipment held for rental......................... 480,000 822 000
----------- -----------
5,927,000 7,112,000
Less accumulated depreciation................. (5,683,000) (6,911,000)
----------- -----------
$ 244,000 $ 201,000
=========== ===========
</TABLE>
NOTE 7 - EARNINGS PER SHARE
- ---------------------------
The following table sets forth the computation of basic and diluted
earnings per share.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
--------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings available to common
stockholders............................... $1,781,000 $ 984,000 $3,316,000 $1,852,000
========== ========== ========== ==========
Weighted average number of common
shares outstanding......................... 5,262,882 5,077,920 5,247,680 5,076,853
Common stock equivalents - stock options..... 88,840 141,683 113,993 136,297
---------- ---------- ---------- ----------
Weighted average number of common shares
and common share equivalents outstanding 5,351,722 5,219,603 5,361,673 5,213,150
========== ========== ========== ==========
Basic earnings per share $ 0.34 $ 0.19 $ 0.63 $ 0.36
Diluted earnings per share $ 0.33 $ 0.19 $ 0.62 $ 0.36
</TABLE>
(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 first six months of fiscal 1999. Prior to
January 1998, the Company operated in only one segment, seismic energy sources.
<TABLE>
<CAPTION>
SEISMIC ENERGY INDUSTRIAL
SOURCES CLUTCHES TOTAL
----------- ---------- -----------
<S> <C> <C> <C>
Revenue $ 9,811,000 $1,398,000 $11,209,000
Interest Income 63,000 - 63,000
Depreciation and amortization 18,000 124,000 142,000
Income before income taxes 3,227,000 236,000 3,463,000
Segment assets 12,903,000 6,193,000 19,096,000
Fixed asset additions 55,000 15,000 70,000
</TABLE>
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 (CONTINUED)
---------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company has financed its operations principally from internally
generated cash flow. Cash flow from operating activities before changes in
working capital items amounted to $3,390,000 for the six months ended December
31, 1998 as compared to $1,422,000 for the same period last year. After
changes in working capital items, net cash provided by operating activities
totalled $2,116,000 for the six months ended December 31, 1998 as compared to
$2,273,000 for the six months ended December 31, 1997. The significant net cash
provided by operating activities experienced by the Company has been the result
of continued increases in sales and net income.
The Company has a $3,500,000 credit facility which matures in 2003.
Available 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 $70,000 for the first six
months of fiscal 1999. Capital expenditures for plant and equipment for fiscal
1999 are expected to aggregate no more than $150,000. The Company believes that
the combination of cash flow from operations and its unused facility will be
adequate to meet anticipated capital expenditures.
Under the terms of the asset purchase agreement for Custom Products (See
Note 2), 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 certain levels. The Company
expects to be able to make these payments, if required, from operating cash
flow. Because the sales of Custom Products for the period January 1, 1998 to
December 31, 1998 did not meet the amount specified in the purchase agreement,
the Company will not have to make the contingent $800,000 payment due February
1999. It is still possible that total contingent payments of $4,000,000 could be
required if sales of Custom Products increase to the amounts contained in the
asset purchase agreement.
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. The Company has not repurchased any shares.
(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 six months of fiscal 1999 the Company
continued its Year 2000 program and expects to be compliant by mid-1999. The
cost of the Company's 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 this time
develop or have not been considered. The Company has not considered the
potential impact of problems involving third parties such as telecommunications
or banking service providers.
RESULTS OF OPERATIONS
- ---------------------
Total revenue increased 56% for the second quarter and 75% for the first
six months of fiscal 1999. The inclusion of Custom Products, acquired in January
1998, accounted for 32% of the revenue increase for the quarter and 29% of the
revenue increase for the first six months ended December 31, 1998. The
remainder of the revenue increase came from increased shipments of marine
seismic energy sources and replacement parts.
Because of the weak outlook for the type of seismic service provided by the
Company, the decision was made to close the service operations in December 1997.
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 decreased from 56% to 49% for the
quarter and from 53% to 51% for the six month period. The primary factor
contributing to increased margins for the fiscal 1999 period was the higher
auxiliary equipment purchased for resale in the fiscal 1998 periods which have
lower margins than the Company's proprietary energy sources and replacement
parts. The inclusion of Custom Products in fiscal 1999 also positively affected
operating margins.
Research and development increased $61,000 for the second quarter of fiscal
1999 and $56,000 for the six month period. The higher level of research and
development costs reflect the Company's efforts to complete the development of
its new seismic energy source.
Selling, general and administrative expenses increased $181,000 for the
second quarter and $445,000 for the six months ended December 31, 1998. The
inclusion of Custom Products represented $165,000 of the increase in the second
quarter and $330,000 for the year to date period. The remainder of the increase
in selling, general administrative expense related to the increase in incentive
compensation expense of $48,000 for the quarter and $110,000 for the six month
period.
Amortization of the intangible assets associated with the acquisition of
Custom Products amounted to $57,000 for the quarter and $114,000 for six months.
The Company is amortizing the goodwill over 20 years.
Net interest income decreased $11,000 for the quarter and $19,000 for the
six months. The lower level of interest income for each period was caused by
the lower balance of short-term investments.
The Company continued its quarterly assessment of the realization of its
deferred tax assets as required by FAS 109. The review resulted in the Company
reducing the valuation allowance for its net deferred tax asset by $68,000 for
the six months ended December 31, 1998. For the six months ended December 31,
1997 the valuation allowance was reduced by $450,000.
(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 30, 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 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
The 1998 Annual Meeting of Stockholders of the Company was held on November
24, 1998 for the following purpose: the election of two directors, each for a
three year term expiring in 2001.
The vote tabulation in the election of directors was as follows: John H.
Larson received 4,624,958 affirmative votes with 9,925 votes withheld; Gerald H.
Shaff received 4,601,558 affirmative votes with 33,325 votes withheld.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits.
--------
(27) Financial Data Schedule.
(b) Reports on Form 8-K.
--------------------
No reports on Form 8-K were filed by the Company during October,
November, or December 1998.
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 and President
(Principal Executive Officer and
Principal Financial Officer)
/s/ Alan Levy
----------------------------------
Vice President-Finance
Secretary and Treasurer
(Principal Accounting Officer)
January 22, 1999
(13)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDING DECEMBER 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,404,000
<SECURITIES> 0
<RECEIVABLES> 5,123,000
<ALLOWANCES> 0
<INVENTORY> 2,814,000
<CURRENT-ASSETS> 12,459,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,096,000
<CURRENT-LIABILITIES> 2,696,000
<BONDS> 0
0
0
<COMMON> 25,617,000
<OTHER-SE> (9,217,000)
<TOTAL-LIABILITY-AND-EQUITY> 19,096,000
<SALES> 11,209,000
<TOTAL-REVENUES> 11,209,000
<CGS> 5,689,000
<TOTAL-COSTS> 5,689,000
<OTHER-EXPENSES> 2,006,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (63,000)
<INCOME-PRETAX> 3,463,000
<INCOME-TAX> 147,000
<INCOME-CONTINUING> 3,316,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,316,000
<EPS-PRIMARY> $0.63
<EPS-DILUTED> $0.62
</TABLE>
