SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1995
___ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from____________________________________
to________________________________
Commission File number 0-1298
LUNN INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-1581582
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Garvies Point Road, Glen Cove, New York 11542-2828
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 671-9000
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 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 [ ]
The aggregate number of shares of Common Stock outstanding as of October 19,
1995 was 7,461,849.
Transitional Small Business Disclosure Format (check one)
Yes No X
Page 1 of 17 pages.
INDEX OF EXHIBITS at page 14.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LUNN INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 1995
ASSETS
Sept. 30
1995
(unaudited)
- -------------------------------------------------------------
CURRENT ASSETS
Accounts Receivable - trade, less allowance
for doubtful accounts of $58,109 $2,222,696
Inventories 3,651,205
Prepaid expense and other current assets 177,413
-----------
TOTAL CURRENT ASSETS 6,051,314
-----------
PROPERTY, PLANT AND EQUIPMENT - Net 7,477,900
-----------
Other Assets:
Security deposits and other assets 113,901
Intangible assets - net 572,474
-----------
Total other assets 686,375
TOTAL ASSETS $14,215,589
===========
<PAGE>
LUNN INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 1995
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPT. 30
1995
(unaudited)
- -----------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank overdraft $19,328
Accounts payable - trade 1,567,769
Accrued liabilities 474,278
Accrued income taxes 58,652
Notes payable 3,770,743
Capital lease obligations 14,194
-----------
TOTAL CURRENT LIABILITIES 5,904,964
-----------
LONG-TERM LIABILITIES:
Notes Payable 775,256
TOTAL LONG TERM LIABILITIES 775,256
-----------
TOTAL LIABILITIES 6,680,220
-----------
STOCKHOLDERS' EQUITY:
Common stock: par value, $.01 per share, 74,618
authorized 20,000,000 shares; outstanding
7,461,849
Additional paid-in capital 12,210,861
Accumulated deficit (4,749,773)
7,535,706
Less treasury stock (150 shares) (337)
-----------
TOTAL STOCKHOLDERS' EQUITY 7,535,369
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,215,589
===========
<PAGE>
LUNN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
UNAUDITED
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
NET SALES $3,547,439 $3,684,169 $10,697,076 $12,353,662
Cost of Sales 3,022,257 3,290,398 8,573,311 10,174,617
---------- ---------- ----------- -----------
Gross Profit (Loss) 525,182 393,771 2,123,765 2,179,045
Selling, General and
Administrative Expenses 442,928 616,955 1,637,668 2,120,056
---------- ---------- ----------- -----------
Operating Income 82,254 (223,184) 486,097 58,989
Other Income (Expense)
Interest Income
(Expense) (116,166) (107,252) (330,376) (250,135)
Reportable Portion of
Gain on Sale
of Building 0 37,250 0 111,750
Other Income (Expense) 110,165 39,045 130,755 58,587
---------- ---------- ----------- -----------
(6,001) (30,957) (199,621) (79,798)
---------- ---------- ----------- -----------
Income (loss) from Continuing
Operations Before Income
Taxes, Discontinued
Operations, Extraordinary
Items and Change of
Accounting Principal 76,253 (254,141) 286,476 (20,809)
Benefit from (Provisioning
for) Income Tax 0 14,436 0 (9,795)
---------- ---------- ----------- -----------
Income (loss) from Continuing
Operations Before
Discontinued Operations,
Extraordinary Items and Change
of Accounting Principal 76,253 (239,705) 286,476 (30,604)
Discontinued Operations:
Loss from Operations
of Discontinued
Company 0 0 0 30,873
Cumulative Effect of
Accounting Change
for Income Taxes 0 0 0 0
---------- ---------- ----------- -----------
NET INCOME $ 76,253 $ (239,705) $ 286,476 $ 269
---------- ---------- ----------- -----------
Weighted Average Number
of Common Shares and
Common Equivalent
Shares Outstanding 7,654,630 7,057,927 7,479,837 6,524,594
Income (Loss) Per
Common Share $ 0.01 $ (0.03) $ 0.04 $ 0.00
Dividends None None None None
<PAGE>
LUNN INDUSTRIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 and 1994
(UNAUDITED)
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $286,476 $269
Adjustments to Reconcile Net Income
Provided by Operating Activities:
Depreciation and Amortization 776,446 736,680
Deferred Income Tax 417
Sale of Building (111,750)
Changes in Assets and Liabilities:
Accounts Receivable (Increase) (720,161) (136,426)
Inventory (Increase) (432,193) (619,960)
Prepaid Exp & Other Assets (Increase) (21,064) (273,290)
Insurance Proceeds Receivable 1,260,831
Accounts Payable - Increase (Decrease) 402,714 (634,504)
Accrued Liabilities Increase (Decrease) (344,316) (16,231)
Accrued Income Taxes 0 31,753
Customer Advances Increase (Decrease) 0 58,047
---------- ----------
Net Cash (used in) Provided by
Operating Activities (52,098) 295,836
CASH FLOW FROM INVESTING ACTIVITIES
Sale of Property, Plant & Equipment
(Purchase) (1,052,244) (271,518)
Proceeds from Disposal of Property
& Equipment 173,900 0
Intangibles (549,565) 0
Construction in Progress 0 (141,675)
---------- ----------
Net Cash used in Investing Activities (1,427,909) (413,193)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank Overdraft 19,328 0
Repayment of Notes (113,494) 0
Reduction in Other Long-Term Debt 0 (7,347)
Reduction of Bank Loans (24,019) (1,012,814)
New Borrowing 1,475,000 0
Sale of Capital Stock 152,975 1,288,664
Payment Capital Lease Obligations (2,038)
---------- ----------
Net Cash Provided from Investing Activities 1,507,752 268,503
Net Increase (Decrease) in Cash $27,745 $151,146
Cash Balance - Beginning ($27,745) $7,810
---------- ----------
Cash Balance - Ending $0 $158,956
========== ==========
<PAGE>
LUNN INDUSTRIES, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED
CONDENSED STATEMENTS
NOTE 1 - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The information contained in the condensed consolidated financial
statements for the period ended September 30, 1995 is unaudited, but includes
all adjustments, consisting of normal recurring adjustments, which the Company
considers necessary for a fair presentation of the financial position and the
results of operations for these periods.
The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the Company's annual
statements and notes. Those financial statements should be read in conjunction
with the Company's annual financial statement as reported in its most recent
Annual Report on Form 10-KSB.
The unaudited results of operations for the period ended September 30, 1995
are not necessarily indicative of the results to be expected for the full year.
NOTE 2 - CHANGE OF ASSETS
On January 17, 1995, the Company purchased certain assets from the Limco
Aluminum Bonding Company for $137,500 in cash and promissory notes of $705,000
due in 48 equal monthly payments with interest at prime rate. Assets acquired
consisted of inventory ($75,161), machinery and equipment ($517,339), trademarks
($100,000) and covenant not to compete ($150,000).
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The Company reported positive operating results during the third quarter
ended September 30, 1995. This marks the third consecutive profitable quarter
reported by the Company since the beginning of 1995, and continues the process
of rebuilding the Company started in 1994. Receipt of new orders continued at a
strong pace during the quarter with backlog increasing to $13 Million from $11.6
Million at the end of second quarter 1995. September 30, 1995 backlog of $13
Million was $7.8 Million (250%) higher than the September 30, 1994 backlog of
$5.2 Million. A key task facing management prior to end of 1995 is the
requirement to provide adequate working capital to support the growth in
business underlying the increased backlog. Management's plan to address this
issue is discussed further in the Financial Condition section of this Item.
Net consolidated sales for the third quarter ended September 30, 1995 were
$3.6 Million compared to $3.7 Million for the third quarter 1994, a decrease of
approximately $137 Thousand (3.7%). Net consolidated sales for the first nine
months of 1995 were $10.7 Million compared to $12.4 Million for 1994, a decline
of $1.7 Million (13.4%). The decline in 1995 net consolidated sales was due
entirely to reduced military composite structure sales. Third quarter and nine
months 1995 military composite structures and bonded assemblies sales were $1.3
and $3.2 Million respectively, compared to $1.5 Million and $5.7 Million for
similar periods during 1994. The decline in military sales resulted from a
number of factors including: I) the general slowdown in defense procurement, ii)
the Company's completion of an approximate $2 Million U.S. Navy's Aegis Radar
Reflector Program during December 1994 (note: third quarter 1994 Aegis Reflector
sales were $527 Thousand), and iii) the impact of closing and relocating the
Company's Newtown, Connecticut and Wyandanch, New York composite facilities to
Glen Cove, New York during December 1994 and January 1995.
The decline in military composite structure sales was offset in part by
increased aluminum honeycomb sales and the addition of bonded assembly sales.
Third quarter 1995 aluminum honeycomb sales were $2.3 Million compared to $2.2
Million in the third quarter 1994. Nine month 1995 honeycomb sales were $7.5
Million compared to $6.7 Million during the same period in 1994, an increase of
approximately $800 Thousand (11.4%). Increased honeycomb sales resulted from a
number of factors, including substantially improved backlog, addition of several
high volume commercial customers, improved vendor and customer relationships,
re-engineered lower cost manufacturing and improved process and quality control.
Bonded assembly sales for the third quarter 1995 were $494 Thousand and nine
month 1995 sales were $1.4 Million. There were no comparable bonded assembly
sales during 1994.
Consolidated operating income for the third quarter ended September 30,
1995 was $82 Thousand, an increase of $305 Thousand compared to a loss of $223
Thousand during the third quarter of 1994. Operating income for the nine month
period ended September 30, 1995 was $486 Thousand, an increase of $427 Thousand
(724%) compared to operating income of $59 Thousand during the same period in
1994. Improved operating income for 1995 resulted from the reduced number of
facilities and manpower which translated into lower variable and fixed overhead
expenses. Consolidated gross margin for 1995 improved to 19.9% compared to
17.6% for the comparable period during 1994. SG&A expense reductions of $174
Thousand (2.8%) for the third quarter and $482 Thousand (22.8%) for the first
nine months of 1995 also contributed to improved operating income.
Consolidated net income for the third quarter ended September 30, 1995
7
<PAGE>
was $76 Thousand compared to a loss of $239 Thousand during the third quarter
1994. Consolidated net income for the nine month period ended September 30,
1995 was $286 Thousand, an increase of $286 Thousand compared to break-even net
income result for the same period in 1994. Interest expenses increased $80
Thousand (32%) to $330 Thousand during the first nine months of 1995 compared
to $250 Thousand during a similar period in 1994 due primarily to the
acquisition of the bonded assemblies business in Glen Cove, NY. This increase
was partially offset by other income of $130 Thousand during the first nine
months of 1995 compared to $58 Thousand during a similar period in 1994. A
deferred gain of $111 Thousand was recognized during 1994 related to the
previous sale of the Wyandanch building. No similar gain will occur during
1995.
As noted earlier, the Company continued to receive substantial new orders
during the third quarter bringing the total backlog as of September 30, 1995 to
approximately $13 Million. The improved backlog extends to all areas of the
business, and approximately $8 Million (62%) will be released for shipments over
the next 12 months. The breakout of current backlog by business segments is
listed below.
Composite Structures and Bonded Assemblies $6.7 Million
Aluminum Honeycomb $6.3 Million
------------
Total Company Backlog $13 Million
FINANCIAL CONDITION
Net cash provided by in operating activities during the nine month period
ended September 30, 1995 was $52 Thousand compared to net cash generated of
approximately $296 Thousand during a similar period in 1994. For the nine month
period in 1995 cash generated from operations was $1.1 Million, including net
income of $286 Thousand and non-cash charges for depreciation and amortization
of $776
8
<PAGE>
Thousand. This compared to $736 Thousand cash generated during the
corresponding period of 1994, primarily comprised of $736 Thousand non-cash
charges for depreciation and amortization. Cash used in operating activities
during the first nine months of 1995 was $1.1 Million, primarily involving
changes in assets and liabilities including increases in accounts receivable,
inventory and accounts payable, and a decrease in accrued liabilities. These
changes related primarily to the acquisition of the assets of the bonded
assemblies business during the first quarter, increased aluminum honeycomb
shipments during the first nine months, and the requirement to rebuild inventory
to support resumption of composite structures manufacturing, as well as
increased bonded assemblies shipments in the Glen Cove facility during the first
nine months of 1995. Cash used in operating activities during a similar period
in 1994 was $442 Thousand again primarily involving changes in assets and
liabilities including increases in accounts receivable, inventory and prepaid
expenses, a decrease in accounts payable, insurance proceeds receivable and a
one time charge related to the previous sale of the Wyandanch building.
Cash utilized in investing activities was approximately $1.43 Million,
primarily for the bonded assemblies acquisition during the first quarter,
including $517 Thousand for fixed assets, $549 Thousand for intangibles and $535
Thousand for leasehold improvements and additions to machinery and equipment at
the Glen Cove, New York facility. Cash utilized for investing activities during
a similar period in 1994 was $413 Thousand, including $271 Thousand for
machinery and equipment and $142 Thousand for leasehold improvements.
Cash provided by financing activities during the first nine months of 1995
was $1.5 Million compared to $269 Thousand during the same period in 1994. The
new borrowing of approximately $1.5 Million consisted first, of two promissory
notes, $609 Thousand and $96 Thousand, respectively, both payable in 48 equal
monthly payments, plus interest at prime. Second, the Company borrowed an
additional $360 Thousand payable to Cook & Cie, S.A., due in January 1997 with
interest of 10% per annum payable semiannually in common stock. The proceeds
from this note were utilized to fund the relocation of the Company's composite
structures business from its Newtown, Connecticut and Wyandanch, New York
facilities to Glen Cove, New York, as well as the acquisition of the bonding
assemblies business assets from Limco Manufacturing. Third, the Company
borrowed $100 Thousand from J. E. Sheehan & Company, Inc., to be repaid in July
1995 with interest at 10% per annum plus a fee of $5 Thousand to support the
Company's short term working capital needs. The maturity date of this loan has
been extended to January 16, 1996, with payment of the placement fee and accrued
interest deferred until maturity. Interest will be calculated at the rate of
10% per annum on $110 Thousand (the principal, the deferred placement fee and
accrued interest). As additional consideration to extend the maturity date of
the note, the Company has granted 10,000 shares of its Common Stock to the
lender.
9
<PAGE>
As reported previously, effective December 30, 1994, the primary lender of
the Company, Shawmut Bank Connecticut, N. A. (The "Bank") modified and extended
its original loan agreement. The new terms of the loan agreement included: I)
the cancellation of a Forbearance Agreement, ii) extension of the maturity date
to March 31, 1996, iii) amortization of the term loan principal payments over
four years, iv) reduction of interest rates for the term and revolving loans to
prime plus 1.25% and 1.75%, respectively, v) establishment of new covenants,
and vi) imposition of a structured series of progressively increasing fees
totaling $250 Thousand to be earned, but not paid until the maturity or early
repayment of the loan. The exact amount of fees ultimately paid will be
dependent on whether the loan is prepaid prior to, or at maturity.
Subsequently, based on 1994 year end financial results and the extensive
one-time non-operating, non-recurring adjustments to the income statement and
balance sheet, the Company is in technical default on certain of the covenants
of its modified and extended loan agreement with its bank.
In a Commitment Letter dated September 5, 1995, the Company has arranged
for the Bank to accept a discounted payment of $1.8 Million on the Revolving
Promissory Note and Term Promissory Note in exchange for the Company
restructuring its primary credit facility with another financial institution.
Additional consideration offered by the Company for this arrangement included a
10-year term $500 Thousand note subordinated to the new primary lender, with
deferred interest for the first two years calculated at prime and capitalized at
the beginning of the third year, interest payments calculated at 10% per annum
and commencing after the third year, and amortization beginning at the end of
the first quarter of the fourth year based on the level of third year earnings.
The Company has the right to prepay this note any time without penalties and if
repaid prior to March 31, 1996, will receive a $200 Thousand discount.
Additionally, the Bank would have the right to purchase 400,000 shares of the
Company's Common Stock under a Warrant with a ten-year term, with purchase price
to be set at the lower of $1.00 per share or 75% of market. The Bank will have
the right to purchase an additional 100,000 shares of the Company's Common Stock
under a separate ten-year term Warrant with the same purchase price should the
Company exercise its right to repay the $500 Thousand subordinated note before
March 31, 1996, and receive the $200 Thousand discount. Additionally, the Bank
shall assume a subordinated security position, to the new primary lender, in the
Company's assets for the $500 Thousand note. Originally, it was anticipated the
restructuring of the company's primary credit facility would occur on or before
November 1, 1995. However, although a specific asset based lender (ABL) was
initially contemplated as the Company's new primary lender, other ABL lenders
have expressed interest in establishing a relationship with the Company.
Therefore, a decision has been delayed until all possible lenders are
considered. The Bank has extended its Commitment Letter to December 1, 1995,
for an additional fee.
On September 12, 1995 the Company borrowed $300 Thousand from four
10
<PAGE>
individual lenders as bridge financing until the restructuring of the Company's
primary credit facility is completed. These four notes are secured with the
assets of the Company, subordinate to the Bank, at an interest rate of 2% per
month with a maturity date of December 11, 1995. Should the principal and
interest not be paid by the maturity date, then the interest rate increases to
4% per month. Additionally, these bridge lenders received, in total, the right
to purchase up to 120,000 shares of the Company's Common Stock at $.50 per share
for a term of five years.
On July 12, 1995, the Company sold vacant land in East Setauket, New York
for $174 Thousand, net of sales broker commission. Approximately $134 Thousand
of the proceeds were used to pay principal and interest to Shawmut Bank through
May 1995. The balance was used for working capital.
Additionally, the Company has continued its relationship and agreement with
a financial consultant to aid in the process of establishing the new primary
credit facility, and to explore additional sources of equity and other financing
to support the Company's short and medium term need for capital to finance sales
growth related to improved backlog.
The Company is also continuing its program to identify and contact possible
merger candidates as a means to increase the influence of the Company in
specific markets, improve the working level of the Company and add additional
products and technology to improve the Company's competitive position.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In June 1995, the Company was served with a complaint filed in U.S.
District Court (Connecticut District) by Diana Pisani Romaniello ("Romaniello"),
individually, and on behalf of the United States Government. Norfield
Corporation ("Norfield"), formerly a wholly subsidiary of the Company, was also
named as a defendant in the suit. This action was brought under the False
Claims Act (the "Act") alleging that Norfield had falsified records in order to
receive payments under a sub-contract with a prime contractor for the
construction of radar reflector equipment for the U.S. Department of Defense.
The falsification of records is allegedly to have taken place in the last half
of 1991 and the first half of 1992.
The complaint alleges that among other claims, the defendant Norfield
terminated Romaniello to silence her objection to the falsification of records.
The Company had acquired ownership of Norfield several days prior to the
termination of Romaniello and had previously sub-contracted work to Norfield for
the radar equipment for the U.S. Department of Defense. This association with
Norfield caused Romaniello to name the Company in the suit.
The plaintiff is seeking: (a) Punitive damages equal two times Romaniello's
back pay; (b) Damages equal to three times the damages the U.S. Government has
sustained; (c) A civil penalty of $5 to $10 Thousand for each violation of the
Act; (d) Between 15 and 30 percent of the damages and fines assessed against the
defendants be awarded to Romaniello. The U.S. Government has decided not to
directly prosecute this case, as is its right under the statute, however, it
remains a named plaintiff in the suit and would benefit from any recovery. The
Company believes that the plaintiff's claim is without merit, and intends to
vigorously defend this suit. The Company has responded to written
interrogatories submitted by the individual plaintiff.
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
(a) EXHIBITS.
12
<PAGE>
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 duly authorized.
LUNN INDUSTRIES, INC.
Dated: November 10, 1995
-------------------------
By: /s/ Lawrence Schwartz
---------------------
Lawrence Schwartz
Vice President, Secretary and Treasurer
(Chief Accounting Officer)
13
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION PAGE
10.1 Agreement effective July 19, 1995, between the Company 13
And J.E. Sheehan & Company extending the maturity date
of note held by J.E. Sheehan & Company.
14
EXHIBIT 10.1
15
AGREEMENT made effective as of July 19, 1995 between LUNN INDUSTRIES,
INC. ("Borrower") and J.E. SHEEHAN & COMPANY, INC. ("Lender")
WHEREAS, Borrower is the maker and Lender is the holder of a certain
promissory note dated January 17, 1995 in the principal amount of $100,000
(the "Promissory Note");
WHEREAS, under the terms of the Promissory Note, (a) the principal
amount of $100,000, (b) a placement fee of $5,000 and (c) accrued interest in
the amount of $5,000 were due and payable on July 19, 1995 (the "Maturity
Date"); and
WHEREAS, Borrower wishes and Lender is willing to extend the Maturity
Date upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter contained, the parties agree as follows:
1. On January 16, 1996, (the "Extended Maturity Date"), Borrower
shall pay to Lender the aggregate of the following amounts:
(a) principal amount of $100,000;
(b) placement fee of $5,000;
(c) accrued interest at the rate of 10% per annum on the principal
amount from January 17, 1995 to July 19, 1995 at the rate of 10%
per annum (i.e. $5,000); and
16
<PAGE>
(d) accrued interest on the amount of $110,000 from July 19, 1995
Lo date of payment at the rate of 10% per annum.
2. All of the terms and conditions of the Promissory Note and all rights,
remedies and obligations thereunder remain in full force and effect except that
the Maturity Date thereof shall be deemed to be the Extended Maturity Date.
3. In consideration for Lender's agreement herein, Borrower shall and
hereby does issue to Lender Ten Thousand (10,000) shares of Borrower's common
stock (the "Shares"). Borrower shall use its best efforts to diligently cause
the Shares to be duly registered under the Securities Act of 1933, as amended.
4. This Agreement shall be governed by the laws of the State of New York.
This Agreement shall not be amended or modified nor any provision thereof waived
except in a writing executed by the Lender.
LUNN INDUSTRIES, INC.
By: /s/ Alan Baldwin
---------------------
Name: Alan Baldwin
Title: Chief Executive Officer
J.E. SHEEHAN & COMPANY, INC.
By: /s/ Joseph E. Sheehan
--------------------------
Name: Joseph E. Sheehan
Title: President
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-START> JAN-1-1995
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 2,280,805
<ALLOWANCES> 58,109
<INVENTORY> 3,651,205
<CURRENT-ASSETS> 6,051,314
<PP&E> 10,818,667
<DEPRECIATION> 3,340,767
<TOTAL-ASSETS> 14,215,589
<CURRENT-LIABILITIES> 5,904,964
<BONDS> 0
<COMMON> 74,618
0
0
<OTHER-SE> 7,460,751
<TOTAL-LIABILITY-AND-EQUITY> 14,215,589
<SALES> 10,697,076
<TOTAL-REVENUES> 10,697,076
<CGS> 8,573,311
<TOTAL-COSTS> 10,210,979
<OTHER-EXPENSES> (130,755)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 330,376
<INCOME-PRETAX> 286,476
<INCOME-TAX> 0
<INCOME-CONTINUING> 286,476
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 286,476
<EPS-PRIMARY> .04
<EPS-DILUTED> 0
</TABLE>
