<PAGE> 1
PAGE 1 OF 16
INDEX TO EXHIBITS - PAGE 14 OF 16
----- -----
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended FEBRUARY 29, 1996
----------------------------
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 0-14057
---------
MET-COIL SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 42-1027215
- --------------------------------------------- ---------------------
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer No.)
5486 SIXTH STREET SW, CEDAR RAPIDS, IOWA 52404
- --------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (319) 363-6566
NOT APPLICABLE
----------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
-------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
-------- ---------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date 3,118,294
-----------
<PAGE> 2
Page 2 of 16
MET-COIL SYSTEMS CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
PAGE
----
ITEM 1. FINANCIAL STATEMENTS
<S> <C>
Consolidated condensed balance sheets, February 29, 1996
(unaudited) and May 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated condensed statements of operations,
three months and nine months ended February 29, 1996 and
February 28, 1995 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated condensed statements of cash flows,
nine months ended February 29, 1996 and February 28, 1995 (unaudited) . . . . . . . . . . . . . . . . . . 5
Notes to consolidated financial statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exhibit 11 - Computation of income (loss) per common and common equivalent shares. . . . . . . . . . . . 15
Exhibit 27 - Financial data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>
<PAGE> 3
Page 3 of 16
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MET-COIL SYSTEMS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
February 29, May 31,
1996 1995*
(Unaudited)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets
Cash $ 839 $ 159
Cash, restricted for debt repayment 20 750
Trade receivables, net 5,101 8,436
Notes and other receivables 1,696 968
Inventories 11,315 13,265
Prepaid expenses 716 1,413
- --------------------------------------------------------------------------------------------
Total current assets 19,687 24,991
Property and equipment, net 6,180 7,953
Cash, restricted for debt repayment --- 236
Investments and other assets 2,321 2,471
Intangibles, net 2,585 3,084
- --------------------------------------------------------------------------------------------
TOTAL ASSETS $ 30,773 $ 38,735
============================================================================================
Current liabilities
Notes payable to banks and current maturities of long-term debt $ 17,297 $ 18,445
Accounts payable and accrued liabilities 5,883 9,449
Customer deposits and progress billings 2,080 2,367
- --------------------------------------------------------------------------------------------
Total current liabilities 25,260 30,261
Long-term debt --- 3,838
Other 493 783
Preferred stock, convertible and redeemable at $13 per share 3,646 3,457
Stockholders' Equity:
Common stock, $.01 par value, authorized 10,000,000 shares;
1996 issued 3,146,371; 1995 issued 2,932,573 31 29
Additional paid-in capital 16,204 15,809
Retained earnings (deficit) (15,021) (15,570)
Foreign currency translation 289 257
Common stock in treasury, at cost, 28,077 shares (129) (129)
- --------------------------------------------------------------------------------------------
Net equity 1,374 396
- --------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 30,773 $ 38,735
============================================================================================
</TABLE>
*Condensed from audited financial statements
See notes to consolidated financial statements
<PAGE> 4
Page 4 of 16
MET-COIL SYSTEMS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
1996 1995 1996 1995
(Restated) (Restated)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues $11,010 $ 10,863 $31,825 $ 31,370
Cost of goods sold 8,578 8,332 25,320 23,562
Operating Expenses 1,759 2,340 6,120 7,067
Gain on business sold 2,148 --- 2,148 ---
Interest expense, net 655 631 2,046 1,823
Other (income) expense, net 90 (2) 130 (90)
- ------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes 2,076 (438) 357 (992)
Income taxes 300 --- 300 ---
- ------------------------------------------------------------------------------------------------------------------
Net income (loss) $ 2,376 $ (438) $ 657 $ (992)
Preferred stock dividends 54 28 162 76
- ------------------------------------------------------------------------------------------------------------------
Net income (loss) applicable to
common stock $ 2,322 $ (466) $ 495 $ (1,068)
==================================================================================================================
Weighted average common and
common equivalent shares 3,058 2,897 3,011 2,855
==================================================================================================================
Net income (loss) per common and
common equivalent share $ 0.76 $ (0.16) $ 0.16 $ (0.37)
==================================================================================================================
</TABLE>
<PAGE> 5
Page 5 of 16
MET-COIL SYSTEMS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
February 29,
1996 1995
(Restated)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 657 $ (992)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Depreciation 1,193 1,241
Amortization 499 330
Accretion of discount on debt and preferred stock 517 427
Undistributed (earnings) loss of affiliate 7 (128)
Gain on sale of business (2,148) ---
- --------------------------------------------------------------------------------------------------------------------------
725 878
Changes in assets and liabilities (net of sale of business):
Trade receivables 2,579 (1,868)
Notes and other receivables (133) (291)
Inventories (280) (1,760)
Accounts payable and accrued liabilities (2,385) 1,083
Customer deposits and progress billings 375 295
Prepaid expenses and other 682 (917)
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from operating activities 1,563 (2,580)
- --------------------------------------------------------------------------------------------------------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment, net (141) (584)
Other, net (60) 516
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from investing activities (201) (68)
- --------------------------------------------------------------------------------------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under revolving credit agreements (977) 410
Repayments of long-term debt (1,337) (1,780)
Use of restricted cash for debt repayment 1,235 750
Reduction in Employee Stock Ownership Plan debt guarantee --- 167
Dividends on preferred stock --- (53)
Issuance of common stock 397 356
Issuance of preferred stock --- 1,828
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from financing activities (682) 1,678
- --------------------------------------------------------------------------------------------------------------------------
CASH
Increase (decrease) 680 (970)
Beginning balance 159 1,304
- --------------------------------------------------------------------------------------------------------------------------
Ending balance $ 839 $ 334
==========================================================================================================================
</TABLE>
See notes to consolidated financial statements
<PAGE> 6
Page 6 of 16
MET-COIL SYSTEMS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. PRESENTATION OF FINANCIAL INFORMATION
The condensed unaudited consolidated financial statements have been
prepared by the Company in accordance with the instructions for
Securities and Exchange Commission's Form 10-Q and do not include all
of the information and footnotes required by generally accepted
accounting principles for audited financial statements. The condensed
unaudited consolidated financial statements include the accounts of
the Company and its subsidiaries. All material intercompany items and
transactions have been eliminated in the consolidation. In the
preparation of the unaudited amounts, all adjustments (consisting
solely of normal recurring adjustments) have been made which are, in
the opinion of management, necessary for a fair statement of the
results for the interim periods. The results for the interim periods
are not necessarily indicative of the results of operations that may
be expected for the year. It is suggested that the condensed
unaudited consolidated financial statements contained herein be read
in conjunction with the consolidated statements and notes included in
the Company's Annual Report on Form 10-K for the year ended May 31,
1995.
NOTE 2. PRIOR PERIOD ADJUSTMENT
The Company has restated its previously issued fiscal 1994 financial
statements and its previously issued fiscal 1995 quarterly financial
statements to increase cost of goods sold and decrease work-in-
process inventory at May 31, 1994 and at February 28, 1995, as a
result of improperly relieving inventory for the cost of items shipped
to customers. In addition, the second quarter of fiscal 1995
reflected an adjustment to increase a reserve for an environmental
matter that had previously been reduced. These adjustments reduced
previously reported February 28, 1995 retained earnings by $1,958,000
and reduced previously reported income for the three month and nine
month periods ended February 28, 1995 by $459,000 or $.18 per common
share and $1,380,000 or $.51 per common share respectively.
NOTE 3. INVENTORIES
The composition of the inventories, using the FIFO method, which ap-
proximates replacement cost, is as follows:
<TABLE>
<CAPTION>
(in thousands)
February 29, May 31,
1996 1995
------------- -----------
<S> <C> <C>
Raw materials & parts ..... $7,412 $9,840
Work in process ........... 2,753 2,507
Finished goods ............ 670 827
------- -------
$10,835 $13,174
Increase to LIFO basis .... 480 91
------- -------
$11,315 $13,265
======= =======
</TABLE>
<PAGE> 7
Page 7 of 16
NOTE 4. INVESTMENT IN AFFILIATE
The Company is accounting for its investment in Met-Coil Ltd. (50%
owned) by the equity method of accounting. Selected financial
information of the investment in affiliate is as follows (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Feb. 29 Feb. 28 Feb. 29 Feb. 28
1996 1995 1996 1995
---------------------- --------------------
<S> <C> <C> <C> <C>
Net revenues ...................... $ 2,007 $ 2,795 $ 7,530 $ 5,403
Gross profit ...................... 544 954 1,907 1,946
Operating income (loss) .......... (124) 267 (191) 525
Net income ........................ (16) 136 (17) 256
========= ========= ========= ========
Income from equity investments,
included in net revenues ... $ (8) $ 68 $ (7) $ 128
========= ========= ========= ========
</TABLE>
NOTE 5. DEBT
Revolving lines of credit:
At May 31, 1995 the Company had revolving credit agreements with
two banks under which it could borrow up to $2,000,000 from each bank
in current notes payable. Borrowings, which can be utilized in the
form of a letter of credit facility, are limited pursuant to a
borrowing base formula (primarily a certain percentage of eligible
trade receivables), bear interest at the banks' prime rate plus 1.5%,
require compensating balances of 5% of the committed revolving lines
of credit and require the payment of certain fees. The credit
agreements originally expired on September 30, 1995. As of May 31,
1995 and February 29, 1996, the Company was not in compliance with
various debt covenants of the revolving lines of credit. The Company
has been obtaining monthly extensions from the banks and currently the
credit agreements expire on April 17, 1996. In connection with the
extensions each bank has reduced its lending availability to the
Company to $1,050,000. The Company has borrowings of $2,039,000 under
these revolving credit agreements at February 29, 1996.
Senior debt:
The Company has $9,234,000 of senior notes with two insurance
companies. Interest is at 11% payable quarterly. The notes are due in
annual payments of $1,000,000 in October, each year with the remaining
principal due in October, 2001. As of May 31, 1995 and February 29,
1996, the Company was not in compliance with various covenants of the
senior notes. Since waivers of these covenants have not been
obtained, the total amount of the senior notes have been classified as
current.
For additional information concerning the Company's loan
agreements and accompanying terms and restrictions see Note 5 to
Financial Statements in the Company's Annual Report on Form 10-K for
the year ended May 31, 1995 herein incorporated by reference thereto.
<PAGE> 8
Page 8 of 16
NOTE 6. PREFERRED STOCK - REDEEMABLE CONVERTIBLE
The Company has authorized 1,000,000 shares of $1 par value preferred
stock. During the years ended May 31, 1995 and 1994 the Company
issued 200,000 and 162,000 shares of preferred stock respectively, at
$10 per share ($10 liquidation value per share). The preferred stock
provides for cumulative annual dividends of 6% payable semi-annually.
The preferred stock is convertible into three shares of common stock
at any time at the option of the holder. After December 31, 1998
either the Company or the holder may redeem the preferred stock at a
redemption price of $13 per share, plus accumulated but unpaid
dividends.
The Company is increasing the carrying amount of the preferred stock,
using the interest method, so that the carrying amount will equal the
redemption amount of $4,706,000 at December 31, 1998.
NOTE 7. LITIGATION SETTLEMENT
On January 27, 1996 a payment of $675,000 was due to
Construction Technology Inc. ("CTI"). This payment was not made and
thus the total amount due under the settlement agreement ($4.4
million) has been classified as current. For further information
concerning the 1992 litigation settlement see Note 12 to Financial
Statements in the Company's Annual Report on Form 10-K for the year
ended May 31, 1995 herein incorporated by reference thereto.
NOTE 8. SALE OF ROWE MACHINERY
On February 5, 1996, the Company sold certain assets related to two
product lines manufactured at the Rowe facility to Mestex, Inc. The
sale included the "Rowe" name the technical know how to produce the
"Press Feed" and "Cut-to-length" product lines and certain working
capital accounts related to these product lines. The Company received
$3,000,000 in cash at closing and a note receivable for $600,000. The
Company recognized a gain from this transaction of $2,148,000 during
the quarter ended February 29, 1996.
NOTE 9. SUPPLEMENTAL CASH FLOW DATA
<TABLE>
<S> <C> <C>
Cash paid for Interest ....................... $ 1,498 $ 1,423
========= =========
Income tax refunds ............................ $ --- $ 187
========= =========
</TABLE>
<PAGE> 9
Page 9 of 16
Supplemental schedule of non-cash investing and financing
activities:
During the third quarter the Company sold certain
assets and liabilities of Rowe for cash (to reduce debt) and
a note receivable. The amounts involved were as follows:
(Assets sold) liabilities assumed by buyer:
<TABLE>
<S> <C>
Accounts receivable ........................................ (761)
Inventory .................................................. (2,230)
Property, plant and equipment, net ......................... (236)
Other assets ............................................... (16)
Accounts Payable ........................................... 1,080
Accrued liabilities ........................................ 101
Customer deposits .......................................... 662
Expenses incurred ................................................... (52)
Debt reduced ........................................................ 3,000
Note receivable ..................................................... 600
------
Net gain on sale ................................... $2,148
======
</TABLE>
<PAGE> 10
Page 10 of 16
MET-COIL SYSTEMS CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
THIRD QUARTER AND NINE MONTH RESULTS OF OPERATIONS
Revenues of $11.0 million for the third quarter increased 1% from
$10.9 million in the third quarter of fiscal year 1995. The 1996
third quarter margin of 22% was down slightly from the 1995 third
quarter margin. Third quarter 1996 operating expenses of $1.8 million
decreased from the prior year third quarter of $2.3 million reflecting
the Company's effort to trim costs and eliminate duplicity in
operations. The increase in interest expense from the prior third
quarter reflects the accretion of interest on preferred stock issued
in fiscal 1995. The third quarter 1996 net income of $2,376,000 or
$0.76 per common share increased significantly from the 1995 third
quarter net loss of $438,000 or $0.16 loss per common share due
primarily to a gain recognized on the sale of two product lines at
Rowe as well as a reduction in operating expenses.
For the first three quarters of fiscal 1996 and 1995 reported revenues
were $31.8 million and $31.4 million respectively. The 1996 year to
date margin of 20% was down from the 1995 year to date margin of 25%
due primarily to lower margins recognized by the Lockformer subsidiary
during the first quarter of fiscal 1996 as a result of low margin
orders on hand at the end of the prior fiscal year. These low margin
orders were due to the pricing formula for large distributors
implemented in the prior year which decreased margins and which went
undetected until the significant 1995 year end inventory write-down.
Operating expenses decreased by almost $950,000 from the prior year
due to cost cutting measures implemented, and interest expense
increased due to preferred stock interest accretion.
As discussed in Note 2 to the consolidated financial statements, the
financial results for the three month and nine month periods ended
February 28, 1995 have been restated.
LIQUIDITY AND CAPITAL RESOURCES
An operating working capital deficit of $5.6 million at February 29,
1996 was caused by the classification of $9.2 million of senior notes
and $4.4 million of litigation settlement as current (see discussion
below) that would have been reflected as long-term had the Company
been in compliance with loan covenants and made the $675,000 payment
due January 27, 1996. The operating working capital deficit was $5.3
million at May 31, 1995. The Company generated cash from operating
activities of $1.6 million for the first nine months of 1996 compared
to a use of $2.6 million for the corresponding period last year.
Backlog was $13.4 million at February 29, 1996, an increase of 4%
over the February 28, 1995 level of $13 million for ongoing
operations.
As a result of the net loss for the year ended May 31, 1995, the
Company was in violation of various covenants of the revolving credit
agreements and senior notes. Noncompliance with loan covenants permit
the lenders to declare the Company in default of its loan agreements
and demand repayment of the loans in full. The revolving credit
agreements originally expired on September 30, 1995. While the
revolving credit agreements have been amended and extended to April
17, 1996 the various covenant violations have not been waived
therefore $9.2 million of senior notes have been classified as current
at February 29, 1996.
<PAGE> 11
Page 11 of 16
Additionally, the Company did not make the scheduled January 27, 1996
payment of $675,000 to Construction Technologies, Inc. ("CTI") and
therefore the entire litigation settlement of $4.4 million is
classified as current at February 29, 1996.
Currently, the Company is negotiating an agreement with its debt
holders to restructure the revolving lines of credit, senior debt and
litigation settlement. Management believes this restructuring will
take place in the fourth quarter.
Assuming the current revolving credit agreements are either replaced
or further extended or cash flows from on hand balances and from
operations are expected to meet the Company's operating and debt
service requirements through the remainder of the current fiscal year.
In the event the revolving credit agreements are not extended or
replaced, the Company would need to raise additional capital in order
to continue to meet operating and debt service requirements. There
are no assurances that the Company would be able to raise additional
capital. If the Company is unable to extend or replace the revolving
credit agreement or raise additional capital, the Company would not be
able to continue as a going concern without effecting a reorganization
or restructuring.
Dividends of 6% were not paid on the preferred stock when scheduled to
be paid on March 31, 1996 due to restrictions as a result of the loan
covenant violations, however, it is the Company's intent to pay these
dividends when either compliance is achieved or new loan agreements
are obtained. The Company continues to omit quarterly common stock
dividends due to loan covenants, which prohibit the payment of common
stock dividends. It is uncertain when, and if, the Company will pay
common stock dividends in the future.
<PAGE> 12
Page 12 of 16
MET-COIL SYSTEMS CORPORATION
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On March 26, 1996, the loan agreements with the Company's lenders
were amended as described in Note 5 to the Financial Statements
included in Part 1, Item 1 of this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
At February 29, 1996, the Company was in violation of certain
financial covenants contained in its loan agreements. Since waivers
of these violations have not been obtained, $9,234,000 of Senior notes
have been classified as current in the Financial Statements in Part 1,
Item 1 of this Quarterly Report. Additionally a payment due January
27, 1996 for $675,000 was not made to CTI under a litigation
settlement agreement. The total amount due to CTI, $4,400,000, has
also been classified as current. For further information see
"Liquidity and Capital Resources" in Part 1, Item 2 of this Quarterly
Report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS -- See Index to Exhibits included elsewhere herein.
(b) FORM 8-K - A report on Form 8-K was filed on February 5, 1996
regarding the sale of certain assets.
<PAGE> 13
Page 13 of 16
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: April 15 , 1996 Met-Coil Systems Corporation
---- Joseph H. Ceryanec
Vice President Finance,
Chief Financial Officer and
Chief Accounting Officer
Joseph H. Ceryanec/s/
-----------------------------
<PAGE> 14
Page 14 of 16
MET-COIL SYSTEMS CORPORATION
INDEX TO EXHIBITS
Page
EXHIBIT 11 Computation of Income (Loss) Per Common and
Common Equivalent Shares . . . . . . . . . . . . . . . . . . 15
EXHIBIT 27 Financial Data Schedule . . . . . . . . . . . . . . . . . . . 16
<PAGE> 1
Page 15 of 16
MET-COIL SYSTEMS CORPORATION
EXHIBIT 11 - COMPUTATION OF INCOME (LOSS) PER COMMON
AND COMMON EQUIVALENT SHARES
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
February 29, February 28, February 29, February 28,
1996 1995 1996 1995
(Restated) (Restated)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares outstanding, beginning of period 3,036 2,814 2,905 2,745
Weighted average of common shares issued 22 56 106 83
Weighted average common equivalent shares attributable to stock
options granted, computed using the treasury stock method --- 27 --- 27
- ------------------------------------------------------------------------------------------------------------------------------
Weighted average common and common equivalent shares 3,058 2,897 3,011 2,855
==============================================================================================================================
Income (loss) applicable to common stock $ 2,322 $ (466) $ 495 $ (1,068)
==============================================================================================================================
Net income (loss) per common and common equivalent share $ 0.76 $ (0.16) $ 0.16 $ (0.37)
==============================================================================================================================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> FEB-29-1996
<EXCHANGE-RATE> 1
<CASH> 859
<SECURITIES> 0
<RECEIVABLES> 6,797
<ALLOWANCES> 170
<INVENTORY> 11,315
<CURRENT-ASSETS> 19,687
<PP&E> 20,197
<DEPRECIATION> 14,017
<TOTAL-ASSETS> 30,773
<CURRENT-LIABILITIES> 25,260
<BONDS> 17,297
<COMMON> 16,235
3,646
0
<OTHER-SE> (14,861)
<TOTAL-LIABILITY-AND-EQUITY> 30,773
<SALES> 31,825
<TOTAL-REVENUES> 31,825
<CGS> 25,320
<TOTAL-COSTS> 31,440
<OTHER-EXPENSES> 130
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,046
<INCOME-PRETAX> (1,791)
<INCOME-TAX> (300)
<INCOME-CONTINUING> (1,491)
<DISCONTINUED> 2,148
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 657
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
