<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the nine months ended June 30, 1995 Commission file no. 0-11527
MPSI SYSTEMS INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 73-1064024
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8282 South Memorial Drive, Tulsa Oklahoma 74133
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (918) 250-9611
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares of common stock outstanding at June 30, 1995 - 2,732,000
------------------
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C>
Part I. FINANCIAL INFORMATION:
Financial Statements:
Consolidated Balance Sheets - June 30, 1995 and September 30, 1994 . . . . . . . . . 3
Consolidated Statements of Operations - Three Months and Nine Months
Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statement of Stockholders' Equity - Nine Months
Ended June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Cash Flow -
Nine Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . 7
Notes To Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 8
Management's Discussion and Analysis of Financial Condition and
Quarterly Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Part II. OTHER INFORMATION (Including Index to Exhibits) . . . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
2
<PAGE> 3
MPSI SYSTEMS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Assets
- ----------------------------------------------------------------------------------------------------------------
June 30, September 30,
1995 1994
---- ----
- ----------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 861,000 $ 635,000
Short-term investments, at cost 93,000 44,000
Receivables:
Trade 3,873,000 2,089,000
Current portion of long-term receivables 2,228,000 2,313,000
Inventories 691,000 532,000
Prepayments 276,000 216,000
- ----------------------------------------------------------------------------------------------------------------
Total current assets 8,022,000 5,829,000
Property and equipment, net 1,149,000 987,000
Long-term receivables, net of current portion
and unamortized discount 1,748,000 1,790,000
Software products, net 709,000 601,000
Other assets 490,000 527,000
- ----------------------------------------------------------------------------------------------------------------
Total assets $12,118,000 $ 9,734,000
================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
MPSI SYSTEMS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Cont'd)
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity
- -------------------------------------------------------------------------------------------------------------------------
June 30, September 30,
1995 1994
- -------------------------------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 1,011,000 $ 1,224,000
Accrued liabilities 1,331,000 1,160,000
Deferred revenue 4,458,000 3,392,000
Net current liabilities of discontinued operations - 58,000
- -------------------------------------------------------------------------------------------------------------------------
Total current liabilities 6,800,000 5,834,000
Noncurrent deferred revenue 1,427,000 1,068,000
Other noncurrent liabilities 164,000 349,000
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities 8,391,000 7,251,000
- -------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies - -
Stockholders' Equity:
Preferred Stock, $.10 par value, 1,000,000 shares
authorized, none issued or outstanding - -
Common Stock, $.05 par value, 20,000,000 shares authorized,
2,732,000 and 2,728,000 shares issued and outstanding at
June 30, 1995 and September 30, 1994, respectively 137,000 136,000
Junior Common Stock, $.05 par value, 500,000 shares
authorized, none issued or outstanding - -
Additional paid-in capital 12,749,000 12,742,000
Deficit (10,218,000) (11,369,000)
Foreign currency translation adjustment 1,059,000 974,000
- -------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 3,727,000 2,483,000
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $12,118,000 $ 9,734,000
=========================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
MPSI SYSTEMS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Nine Months Ended June 30,
--------------------------- ---------------------------
1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Software maintenance/information services $ 5,792,000 $ 4,732,000 $15,506,000 $13,138,000
Software licensing 322,000 860,000 799,000 1,938,000
- -----------------------------------------------------------------------------------------------------------------
Total revenues 6,114,000 5,592,000 16,305,000 15,076,000
- -----------------------------------------------------------------------------------------------------------------
Cost of Sales:
Software maintenance/information services 2,773,000 1,887,000 6,663,000 5,320,000
Software licensing 113,000 62,000 192,000 184,000
- -----------------------------------------------------------------------------------------------------------------
Total cost of sales 2,886,000 1,949,000 6,855,000 5,504,000
- -----------------------------------------------------------------------------------------------------------------
Gross profit 3,228,000 3,643,000 9,450,000 9,572,000
Operating expenses:
General and administrative 658,000 627,000 1,949,000 1,881,000
Marketing 1,882,000 1,493,000 5,286,000 4,087,000
Research and development 304,000 559,000 1,454,000 1,740,000
- -----------------------------------------------------------------------------------------------------------------
Total operating expenses 2,844,000 2,679,000 8,689,000 7,708,000
- -----------------------------------------------------------------------------------------------------------------
Operating income 384,000 964,000 761,000 1,864,000
Other income (expense):
Interest income 60,000 53,000 132,000 144,000
Interest expense (1,000) (5,000) (6,000) (13,000)
Other, net 225,000 (48,000) 418,000 (35,000)
- -----------------------------------------------------------------------------------------------------------------
Income before income taxes 668,000 964,000 1,305,000 1,960,000
Provision for income taxes (75,000) (109,000) (154,000) (194,000)
- -----------------------------------------------------------------------------------------------------------------
Income from continuing operations 593,000 855,000 1,151,000 1,766,000
Loss from discontinued operations - (139,000) - (337,000)
- -----------------------------------------------------------------------------------------------------------------
Net income $ 593,000 $ 716,000 $ 1,151,000 $ 1,429,000
=================================================================================================================
Income (loss) per share:
Continuing operations $ .21 $ .31 $ .42 $ .64
Discontinued operations - (.05) - (.12)
- -----------------------------------------------------------------------------------------------------------------
Net income $ .21 $ .26 $ .42 $ 52
=================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
MPSI SYSTEMS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Foreign
Common stock Additional currency
--------------------- paid-in translation Net capital
Shares Amount capital Deficit adjustment deficiency
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance,
September 30,
1994 2,728,000 $136,000 $12,742,000 $(11,369,000) $ 974,000 $ 2,483,000
Net income - - - 1,151,000 - 1,151,000
Exercised
stock options 4,000 1,000 7,000 - - 8,000
Foreign currency
translation
adjustment - - - - 85,000 85,000
- --------------------------------------------------------------------------------------------------------------------
Balance,
June 30, 1995 2,732,000 $137,000 $12,749,000 $(10,218,000) $1,059,000 $ 3,727,000
====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
6
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MPSI SYSTEMS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW (NOTE 2)
(Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Nine Months Ended June 30,
--------------------------------
1995 1994
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<S> <C> <C>
Net income from continuing operations $ 1,151,000 $ 1,766,000
Adjustments to reconcile net income from continuing
operations to cash provided from continuing operations:
Depreciation 301,000 297,000
Amortization 188,000 183,000
Loss on sale or abandonment of equipment 6,000 -
Write-off of software development costs 29,000 -
Changes in assets and liabilities:
Increase (decrease) in assets:
Receivables (1,435,000) (1,675,000)
Inventories (159,000) (155,000)
Other assets 7,000 117,000
Increase (decrease) in liabilities:
Trade payables and accruals (285,000) (190,000)
Taxes payable 28,000 (11,000)
Deferred revenue 1,236,000 827,000
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by continuing operations 1,067,000 1,159,000
- --------------------------------------------------------------------------------------------------------------------
Income from discontinued operations - (337,000)
Adjustments to reconcile net income from discontinued
operations to cash used by discontinued operations:
Depreciation - 23,000
Changes in noncash current assets and current liabilities - 52,000
- --------------------------------------------------------------------------------------------------------------------
Net cash used by discontinued operations - (262,000)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,067,000 897,000
- --------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Decrease in short-term investment (47,000) (28,000)
Proceeds from asset dispositions 8,000 4,000
Purchase equipment (477,000) (301,000)
Software development (325,000) (378,000)
Net investment activities of discontinued operations - (11,000)
- --------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (841,000 (714,000)
- --------------------------------------------------------------------------------------------------------------------
Net cash used by financing activities - -
- --------------------------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents 226,000 183,000
Cash and cash equivalents at beginning of period 635,000 415,000
- --------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 861,000 $ 598,000
====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
1. GENERAL NOTES:
Certain notes to the September 30, 1994 audited consolidated financial
statements filed with Form 10-K are applicable to the unaudited
consolidated financial statements for the nine months ended June 30, 1995.
Accordingly, reference should be made to the audited financial statements
at September 30, 1994.
In the opinion of the Company, the unaudited consolidated financial
statements as of June 30, 1995 contain all adjustments (including normal
recurring accruals) necessary to fairly present the financial position and
the results of operations of the Company. The timing of market study
orders and software license agreements can significantly impact quarterly
results of operations and, accordingly, the results of operations for the
nine months ended June 30, 1995 are not necessarily indicative of the
results to be expected for the full year.
================================================================================
2. STATEMENT OF CASH FLOWS:
During the quarter ended June 30, 1994, the Company settled its $105,000
matching contribution liability to the 401(k) Plan for the plan year ended
December 31, 1993 by issuing approximately 24,000 previously unissued
shares to the Plan. This nonmonetary transaction reduced accrued
liabilities and increased both common stock and additional paid in
capital.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND QUARTERLY RESULTS OF OPERATIONS
OPERATIONS
MPSI Systems Inc. reported net income from continuing operations of
$593,000 or $.21 per share for the quarter ended June 30, 1995 on revenues of
$6,114,000 compared with $855,000 or $.31 per share on revenues of $5,592,000
for the third fiscal quarter last year. Net income from continuing operations
for the nine months ended June 30, 1995 was $1,151,000 or $.42 per share on
revenues of $16,305,000. The comparable nine month period of fiscal year 1994
reflected net income from continuing operations of $1,766,000 or $.64 per share
on revenues of $15,076,000, and a net loss of $337,000 or $.12 per share from
discontinued operations.
REVENUES. Revenues in the comparative quarter and nine months ended
June 30, 1994 were favorably impacted by a worldwide software license renewal
with a single client covering the three-year period ending June 1997. Such
transaction accounted for revenues and net income of approximately $550,000 and
$1.4 million in the quarter and nine months, respectively. Although MPSI
continually experiences software license renewals and has experienced software
license renewals during the 1995 third quarter and nine months, no transaction
similar in scope or amount to that 1994 transaction is reflected in fiscal 1995
which effects comparability between the 1995 quarter and nine months and the
similar periods in fiscal 1994.
Excluding the significant effect of the 1994 software renewal
discussed above, MPSI reported software licensing revenues for the 1995 third
quarter which were essentially equal to those for the third quarter last year,
and were up approximately $292,000 or 57% for the nine months ended June 30,
1995 compared with the nine-month period last year. This increase was
attributable primarily to clients in MPSI's Pacific Rim region who extended
existing software licenses through the year 2000 taking advantage of a 25th
anniversary pricing promotion by MPSI. MPSI's CAPS (Capital Planning System)
software was released for North American customers in the first quarter this
year and is expected to be released to both European and South American
customers by December 1995. Additional CAPS releases for the Pacific Rim are
scheduled for early 1996. The North American version has been well received by
clients as indicated by the increase in market study data base revenues (see
below).
Revenues from market study and consulting services are up
approximately $1,060,000 or 22% for the quarter ended June 30, 1995 and
$2,368,000 or 18% for the nine months then ended compared with similar periods
last fiscal year. Geographically, the increases reflect improved revenues in
the Pacific Rim and North America. Our European operations are flat compared
with last year. Although the Company does not anticipate substantial
improvement in that European trend during the remainder of fiscal year 1995,
inactive customers in Europe are evaluating MPSI's new products and two
customers in South Africa have licensed MPSI's software within the last six
months. Additionally, several clients and former clients are very interested
in recently released products aimed at providing market information customized
to each client's needs. Such information is substantially less expensive than
full-blown market studies and does not provide the market place modeling
attributes of the Company's more expansive products but does allow clients with
smaller networks or more limited budgets to have access to market information.
MPSI continues to pursue business opportunities with the United States
Postal Service. The Company delivered portions of an initial market study of a
major U.S. metropolitan area in June. As the result of the learning curve for
both MPSI and the customer, this project did not result in a profit for MPSI.
Subsequent business, should it be forthcoming, is not expected to substantially
impact the 1995 results of operations.
GROSS PROFIT. Gross profit on maintenance and information services
(primarily market studies) as a percent of revenues declined approximately 3%
(excluding the effect of the USPS market study) during the quarter and nine
months ended June 30, 1995 compared with the similar periods last year. This
profitability
9
<PAGE> 10
decrease was attributable to production overtime and market study survey cost
overruns as MPSI implemented new survey techniques requiring re-training of
survey personnel.
Amortization of software development costs, which accounts for the
Cost of Sales - Software in the Consolidated Statements of Operations, was
higher for both the quarter and nine months ended June 30, 1994 compared with
the similar periods of fiscal 1994 as MPSI began to amortize the capitalized
cost of its recently released North American CAPS software. The Company
anticipates that such amortization costs will increase in subsequent quarters
of 1995 as additional new products now under development are commercially
released. The commercial version of PVO (Price Volume Optimizer) is scheduled
for release during the quarter ending September 30, 1995. Additional CAPS
releases are planned as discussed above.
OPERATING EXPENSES. Operating expenses were nominally higher in the
June 30, 1995 quarter than in the comparable quarter last year, but were up
approximately $981,000 or 12% for the nine months then ended compared with the
1994 nine-month period. General and administrative expenses are comparable
with last year in both the quarter and nine months. Comparability of marketing
expense between 1995 and 1994 was affected by the severe staff reductions
undertaken in 1993 which left staff levels at June 30, 1994 substantially below
normal levels. Such staff reductions had been undertaken in order to more
properly align costs with the then current level of revenues. As revenues have
increased and new products have been commercially released, the Company has
selectively added staff to meet new demand. Cost increases reflected in the
current quarter were principally directed at additional client service
personnel necessary to meet North American demand for the new CAPS products and
increased technical expertise related to the PVO product. Research and
development costs declined in both the quarter and nine months ended June 30,
1995 compared with last year principally due to a higher percentage of staff
cost being capitalized. As the foreign CAPS versions near delivery, resources
will shift to specification and planning phases on other projects. Such costs
are not capitalizable in accordance with the Company's current accounting
policies and, accordingly, research expenses will begin to rise in fiscal year
1996.
OTHER INCOME (EXPENSE). A substantial portion of the increase in
revenues during the quarter and nine months ended June 30, 1995 was
attributable to the Pacific Rim. Such revenues are generally billed in
Singapore Dollars. The Singapore Dollar has substantially increased in
strength compared with the U.S. Dollar since September 30, 1993. The Company
accordingly realized higher exchange gains on such transactions in the quarter
and nine months ended June 30, 1995. Income taxes set forth in the
Consolidated Statements of Operations are primarily foreign income taxes
withheld at the source by our clients. The Company still has substantial net
operating loss carryforwards ("NOL") for U.S. tax purposes and is not
anticipating significant U.S. tax expense this fiscal year. Absent unexpected
circumstances, MPSI anticipates utilizing substantial portions of its present
U.S. NOL resulting in higher income tax provisions in fiscal year 1996 and
beyond.
FINANCIAL CONDITION AND LIQUIDITY
WORKING CAPITAL. Working capital improved by approximately $650,000
during the quarter ended June 30, 1995, continuing a positive trend spanning
several recent quarters and reflecting better liquidity. The total improvement
in working capital since September 30, 1994 was $1.2 million. The current
quarter's improvement was fueled by increased receivables (net of deferred
revenue) in the amount of approximately $725,000, which receivables reflected
new software licenses and CAPS market studies.
The Company had a line of credit with its principal bank in the amount
of $350,000 at June 30, 1995, none of which was used during the quarter then
ended.
EQUIPMENT. MPSI is steadily upgrading its internal production and
software development computers to newer, faster and more efficient equipment.
During the quarter ended June 30, 1995, MPSI spent approximately $253,000 on
new workstation and personal computer equipment. Only $224,000 had been spent
on such assets during the preceding six months. Aggregate equipment upgrade
costs for the nine months totaled $477,000 as set forth in the consolidated
statement of cash flow. The Company is now in a position to regularly rotate
and
10
<PAGE> 11
upgrade its internal equipment taking into account new technology. Equipment
is scheduled to turn over approximately every three years henceforth.
SOFTWARE DEVELOPMENT. As discussed above, MPSI has a number of
software development projects in process including the additional regional
releases for CAPS. The initial phases of such development do not meet the
criteria for capitalization and are or will be reflected in research and
development expense. However, as set forth in the consolidated statement of
cash flow, MPSI has spent and capitalized approximately $325,000 on such
projects of which $215,000 was spent during the third quarter of fiscal 1995.
The Company anticipates additional capitalization of approximately $500,000 on
these projects through mid-1996 which will be amortized against revenues in
fiscal 1996 and 1997.
STOCKHOLDERS' EQUITY. The Company continues to reduce its Deficit
through profitable operations. Additionally, stockholders' equity has
benefited nominally from the weaker U.S. Dollar and the corresponding higher
"value" of MPSI's investment in foreign subsidiaries.
Subsequent to June 30, 1995, MPSI completed an application to the
National Association of Securities Dealers (NASD) for listing on the SmallCap
Market. The NASD has not yet notified MPSI concerning the success of the
application. Based on the published application and listing requirements,
management expects a favorable determination prior to September 30, 1995.
MPSI's stock has traded over the counter for the last several years.
11
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PART II - OTHER INFORMATION
Item 1 -- Legal Proceedings - None.
Item 2 -- Changes in Securities - None.
Item 3 -- Defaults Upon Senior Securities - None.
Item 4 -- Submission of Matters to a Vote of Security Holders - None.
Item 5 -- Other Information - None
Item 6 -- Exhibits and Reports on Form 8-K.
<TABLE>
<CAPTION>
Page
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(a) Exhibit:
11.1 Earnings per share computation 14
27.1 Financial Data Schedule 15
(b) Reports on Form 8-K - None -
</TABLE>
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.
<TABLE>
<S> <C>
MPSI SYSTEMS INC.
Date August 10, 1995 By /s/ Ronald G. Harper
------------------------------------ --------------------------
Ronald G. Harper, President
(Chief Executive Officer) and
Director
Date August 10, 1995 By /s/ James C. Auten
-------------------------------------- -----------------------
James C. Auten
Corporate Controller
(Principal Accounting
and Financial Officer)
</TABLE>
13
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
11.1 Earnings per share computation
27.1 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1 - EARNINGS PER SHARE COMPUTATION
Earnings per share calculations may be affected by the granting of stock
options under the provisions of MPSI Systems Inc. Stock Option Plans. The
granting of these options may have a dilutive effect on earnings per common and
common equivalent share. Following is a summary computation of the weighted
average number of shares outstanding and earnings per share using the
treasury-stock method. All computations give effect to a reverse stock split
effective November 16, 1993 as if the transaction had occurred retroactively.
Primary and fully diluted earnings per share are the same for each period
presented.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Three Months Ended June 30, Nine Months Ended June 30,
--------------------------- --------------------------
1995 1994 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock outstanding throughout the period 2,728,000 2,705,000 2,728,000 2,705,000
Incremental shares:
Presumed exercise of dilutive stock options 47,000 38,000 29,000 66,000
Stock issued to 401(k) Plan - 5,000 - 2,000
- -----------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding 2,775,000 2,748,000 2,757,000 2,773,000
=======================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
(a) (b) Per Share (a / b)
Weighted -----------------
Results of Average
Operations Shares 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Three Months Ended June 30:
1995 Continuing operations $ 593,000 2,775,000 $ .21
Discontinued operations - 2,775,000 -
Net income $ 593,000 2,775,000 $ .21
1994 - Continuing operations $ 855,000 2,748,000 $ .34
Discontinued operations (139,000) 2,748,000 (.08)
Net income $ 716,000 2,748,000 $ .26
Nine Months Ended June 30:
1995 Continuing operations $ 1,151,000 2,757,000 $ .42
Discontinued operations - 2,757,000 -
Net income $ 1,151,000 2,757,000 $ .42
1994 - Continuing operations $ 1,766,000 2,773,000 $ .64
Discontinued operations (337,000) 2,773,000 (.12)
Net income $ 1,429,000 2,773,000 $ .52
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 861
<SECURITIES> 93
<RECEIVABLES> 6,101
<ALLOWANCES> 0
<INVENTORY> 691
<CURRENT-ASSETS> 8,022
<PP&E> 1,149
<DEPRECIATION> 104
<TOTAL-ASSETS> 12,118
<CURRENT-LIABILITIES> 6,800
<BONDS> 0
<COMMON> 137
0
0
<OTHER-SE> 3,590
<TOTAL-LIABILITY-AND-EQUITY> 12,118
<SALES> 6,114
<TOTAL-REVENUES> 6,114
<CGS> 2,886
<TOTAL-COSTS> 5,730
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> 668
<INCOME-TAX> 75
<INCOME-CONTINUING> 593
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 593
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
