UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-12117
VENTURIAN CORP.
(Exact name of registrant as specified in its charter)
Minnesota 41-1460782
(State or other jurisdication of IRS Employer ID Number
incorporation or organziation)
1600 Second Street South, Hopkins, MN 55343
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (612) 931-2500
Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding twelve months and (2) has been subject to the filing requirements for
at least the past 90 days.
Yes X No __
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:
Outstanding at November 7, 1996
$1.00 par value common shares 749,789
VENTURIAN CORP. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I. Financial Information
Item 1.
Consolidated Condensed Balance Sheets
September 30, 1996 and December 31, 1995 3
Consolidated Condensed Statements of Operations
Three and nine months ended
September 30, 1996 and 1995 4
Consolidated Condensed Statements of Cash Flows
Nine months ended September 30, 1996 and 1995 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2.
Management's Discussion and Analysis of
the Results of Operations and Financial Condition 10
PART II. Other information
Item 6. Exhibits and Reports on Form 8-K 16
Venturian Corp. and Subsidiaries
Consolidated Condensed Balance Sheets
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31,
1996 1995
<S> <C> <C>
Current assets
Cash and cash equivalents $ 702 $ 910
Accounts receivable, less allowance
for doubtful accounts of $124 in September
1996 and $165 in December 1995 4,838 6,666
Inventories 4,309 3,977
Restricted cash 93 658
Rental real estate held for sale 2,642 2,592
Prepaid expenses 283 243
Total current assets 12,867 15,046
Property and equipment - at cost
Buildings and improvements 1,741 1,741
Equipment 5,615 5,311
7,356 7,052
Less accumulated depreciation and amortization 5,801 5,528
1,555 1,524
Land 314 529
1,869 2,053
Other assets 4,121 3,217
$18,857 $20,316
Liabilities and Stockholders' Equity
Current liabilities
Bank overdraft $ 396 $ 395
Current maturities of long-term debt 169 147
Accounts payable 2,133 3,243
Advances from customers 236 400
Accrued liabilities 1,338 1,484
Rental real estate mortgage and related costs 1,501 1,640
Total current liabilities 5,773 7,309
Long-term debt, less current maturities 234 271
Deferred compensation and postretirement benefits 2,414 2,448
Commitments and contingencies -- --
Stockholders' equity
Common stock - $1 par value 750 748
Additional contributed capital 14,676 14,661
Accumulated deficit (4,990) (5,121)
10,436 10,288
$18,857 $20,316
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Operations
(Dollars in thousands)
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net sales $ 6,820 $ 5,621 $ 21,355 $ 16,909
Cost of products sold 4,760 3,902 15,180 11,724
Gross profit 2,060 1,719 6,175 5,185
Operating expenses
Sales and marketing 846 584 2,214 1,859
Administrative 862 745 2,540 2,015
Warehousing 417 351 1,269 1,084
Total operating expenses 2,125 1,680 6,023 4,958
Operating profit (loss) (65) 39 152 227
Other income
Investment income 8 47 36 100
Interest expense (79) (115) (253) (285)
Rental income 136 177 289 371
Other (97) -- (86) 67
Total (32) 109 (14) 253
Earnings (loss) from continuing
operations before income taxes (97) 148 138 480
Income taxes -- 52 7 102
Earnings (loss) from
continuing operations (97) 96 131 378
Discontinued operations
Loss from discontinued operations,
net of tax benefit -- (317) -- (2,085)
Write-off net liabilities of PC Express -- 466 -- 466
149 (1,619)
Net earnings (loss) $ (97) $ 245 $ 131 $ (1,241)
Net earnings (loss) per share - primary
Continuing operations $ (.13) $ .13 $ .17 $ .51
Discontinued operations -- .20 -- (2.16)
$ (.13) $ 0.33 $ 0.17 $ (1.65)
Net earnings (loss) per share -
fully diluted
Continuing operations $ (.13) $ .13 $ .16 $ .51
Discontinued operations -- .20 -- (2.16)
$ (.13) $ .33 $ .16 $ (1.65)
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
Venturian Corp. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Nine months ended
September 30,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 131 $(1,241)
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 428 431
Loss (gain) on sale of real estate 97 (64)
Discontinued operations -- (227)
Change in assets and liabilities:
Accounts receivable 1,828 (1,539)
Inventories (332) 980
Restricted cash 565 1,423
Prepaid expenses (40) 49
Other 50 (70)
Bank overdraft 1 (9)
Accounts payable (1,110) 906
Advances from customers (164) 149
Accrued liabilities (146) 22
Deferred compensation and
postretirement benefits 193 130
Payments on deferred compensation
and postretirement benefits (227) (149)
Total adjustments 1,143 2,032
Net cash provided by operating activities 1,274 791
Cash flows from investing activities:
Purchase of property and equipment (448) (196)
Purchase of other assets (256) (151)
Proceeds from sale of real estate 98 102
Payments received on notes receivable 11 11
Net cash used in investing activities (595) (234)
Cash flows from financing activities
Payments on long-term debt and
rental real estate mortgage and related costs (269) (251)
Payments on insurance policy loans (750) --
Proceeds from long-term debt 115 --
Proceeds from issuance of common stock 17 --
Proceeds from life insurance loan -- 117
Net cash used in financing activities (887) (134)
Net increase (decrease) in cash and cash equivalents (208) 423
Beginning cash and cash equivalents 910 825
Ending cash and cash equivalents $ 702 $ 1,248
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 183 $ 146
Income taxes 21 10
</TABLE>
The accompanying notes are an integral part of these statements.
VENTURIAN CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with the instructions in Regulation S-X pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although management believes
that the disclosures are adequate to make the information presented not
misleading.
In the opinion of management, the unaudited condensed financial statements
reflect all adjustments, which consist of only normal recurring accruals,
necessary to present a fair statement of the results of operations and financial
position for the periods presented. Results of operations for the interim
periods are not necessarily indicative of results for the full year.
On July 31, 1995, the company announced that it had discontinued operations of
PC Express, Inc. The accompanying financial statements and notes have been
restated for all periods to reflect the effects of discontinued operations.
NOTE B - INVENTORIES
Inventories are stated at the lower of cost or market, principally
using the specific identification method for Napco. A portion of Napco's
inventory is acquired on a speculative basis when it becomes available for
purchase. Napco's sales of this inventory may vary from the current period to
several years. It is the company's practice to classify this inventory, which
totaled $1,855,000, net of reserves, at September 30, 1996, with current assets.
The company's obsolescence policy requires that purchases of this inventory be
written off if not sold after four years. The four year period was selected
after a review of customers' historical buying patterns and is reviewed annually
to determine whether the period continues to be appropriate. The company had a
reserve for obsolescence with a lower of cost or market valuation of $1,409,000
at September 30, 1996.
NOTE C - LINES OF CREDIT
Napco has an agreement with a bank to provide a $4,000,000 line of
credit for international transactions and cash advances. The agreement requires
that letters of credit be collateralized 100 percent with a restricted cash
balance. The agreement allows for cash advances of up to 90 percent of the cash
surrender value of certain of the company's life insurance policies. The life
insurance policies are assigned as collateral on the line of credit. Advances on
the line bear interest at one percent over the bank's base rate. At September
30, 1996, approximately $2,000,000 was available for cash advances pursuant to
this agreement. There were no cash advances outstanding against this line of
credit at September 30, 1996.
Napco has additional lines of credit available for international transactions
such as letters of credit and bid, performance and advance payment guarantees on
a transaction basis for which restricted cash balances are required.
Letters of credit issued by financial institutions under all lines of credit
totaled $93,000 as of September 30, 1996, and were collateralized by a
restricted cash balance.
NOTE D - CONTINGENCIES
At September 30, 1996, the company had performance and advance payment
guarantees outstanding on various sales contracts totaling $425,000. These
guarantees were backed by insurance bonds, which do not require cash collateral.
The company has guaranteed certain indebtedness of Mass Merchandisers, Inc., a
former affiliate of Venturian Corp. At September 30, 1996, this indebtedness was
$519,000. This indebtedness is secured by a first mortgage lien against certain
real estate owned and operated by Mass Merchandisers, Inc., a wholly-owned
subsidiary of McKesson Corp.
The company also owns rental real estate that contains industrial contaminants
and must be remediated. In February 1995, a Phase II Investigation Report and
remedial alternatives were submitted for approval to the Minnesota Pollution
Control Agency (MPCA). In connection with the report, management retained a
consultant to prepare cost estimates with respect to remediation of the
property. Two remedial alternatives were prepared and the range of associated
costs were estimated based on each alternative. The first alternative, which
includes groundwater monitoring and soil remediation, is considered to be the
most likely alternative by the consultant. This alternative includes remediation
efforts over a period of five years and has a range of estimated costs from
$332,000 to $1,257,000. Within this range, the consultant believes approximately
$600,000 represents the most likely total cost of remediation. The second
alternative includes costs associated with groundwater extraction and treatment
along with groundwater monitoring and soil remediation. This alternative
includes remediation efforts over a period of five years and has a range of
estimated costs from $625,000 to $1,709,000. The cost estimates are contingent
upon MPCA approval of the remedial alternatives or unforeseen circumstances
which could affect the technologies implemented or the magnitude of the
remediation required.
Estimated remediation costs include capital costs associated with the remedial
activity as well as annual costs over a period of five years. Annual costs
included in the previous cost estimates were calculated using a ten percent
discount rate. Not discounted, the estimated cost of remediation has a range
from $348,000 to $1,290,000 under the first alternative and a range of $695,000
to $1,824,000 under the second alternative. The company accrued approximately
$600,000 for estimated costs of remediation at the time the property was
acquired in March 1994. At September 30, 1996, a liability of approximately
$472,000 for remediation costs is included under the caption "Rental real estate
mortgage and related costs" as a current liability.
A remediation plan has been agreed to with the MPCA. Remediation commenced early
in the third quarter and is expected to be completed in 1996, with the exception
of the annual cost items.
The company is involved in an environmental investigation related to its former
office headquarters location. Management has retained a consultant to determine
what, if any, remedial action is required at this site. Based upon a 1993 study,
the consultant has recommended that no further investigation or remediation at
the site is needed. This recommendation is subject to the approval of the MPCA
property transfer unit. Management believes that the ultimate liability to be
incurred as a result of this investigation, if any, will not have a material
adverse effect on the company's financial position or results of operations.
NOTE E - RECENTLY ADOPTED ACCOUNTING STANDARDS
The company implemented Statement of Financial Accounting Standards
(SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," effective January 1, 1996. SFAS 121
establishes guidance for when to recognize and how to measure impairment losses
of long-lived assets and certain identifiable intagibles, and how to value
long-lived assets to be disposed of. The adoption of this Standard did not have
a material effect on the company's financial position.
Additionally, the company implemented SFAS 123, "Accounting for Stock-Based
Compensation," which established financial accounting and reporting standards
for stock-based employee compensation plans. This Statement defines and
encourages the use of a fair value based method of accounting for an employee
stock option or similar equity instrument. The Statement allows the use of the
intrinsic value based method of accounting as prescribed by current existing
accounting standards for options issued to employees. The company adopted this
Standard effective January 1, 1996, and management has elected to utilize the
intrinsic value based method of accounting for stock-based compensation.
NOTE F - NET EARNINGS (LOSS) PER SHARE
Primary earnings (loss) per common and common equivalent share and
earnings per common and common equivalent share assuming full dilution are
computed using the weighted average number of common and common equivalent
shares outstanding during the period. Common stock equivalents include dilutive
stock options using the treasury stock method.
VENTURIAN CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
September 30, 1996
Forward-looking statements contained in this Report on Form 10-Q are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. There are certain important factors that could cause results
to differ materially from those anticipated by the statements made herein.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty. Among the factors that could cause actual results to differ
materially are the following:
With respect to Napco International, one of the primary risks relates to its
export sales which could be affected by political decisions by the U.S.
government which could prevent future sales to foreign nations or monetary,
military or economic conditions in certain countries that may affect sales in
such countries. Management believes that these risks are reduced by Napco's wide
geographic and product diversification. While historically, there has not been a
reliance on one single customer, in 1996, sales to one customer accounted for
approximately 38 percent of net sales for the nine months ended September 30,
1996. For the years ended December 31, 1995 and 1994, sales to this customer
accounted for 38 percent and 14 percent of sales. Other factors such as
competition, the potential for labor disputes and interruption in sources of
supply also could cause results to differ.
With respect to Venturian Software, the company is one of many companies
offering solutions to the information needs of businesses both locally and
regionally. Because of the rapid pace of technological improvements and new
software development, competition is a significant risk. The ability to hire and
retain competent personnel also provides an element of risk, in part because
currently, a substantial portion of Venturian Software's revenues are derived
from consulting activities.
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales totaled $6,820,000 for the third quarter of 1996,
compared with $5,621,000 for the same period a year ago. Consolidated net sales
for the first nine months of the year totaled $21,355,000, an increase of 26.3
percent from $16,909,000 for the first nine months of 1995.
Napco sales for the quarter were up $1,156,000 and totaled $6,597,000 in the
third quarter, compared with $5,441,000 for the third quarter last year. A large
part of the increase in sales over the prior year quarter resulted from
shipments under the U.S. Government's Simplified Non-Standard Acquisition
Process (SNAP). In addition, the balance of a $3.8 million order received in the
first quarter was shipped during the third quarter. That order was the primary
reason for the increase in year-to-date sales, which were $20,709,000 for the
first nine months of the year, compared with $16,356,000 for the same period in
1995.
Venturian Software sales for the third quarter of 1996 increased to $223,000
from $163,000 last year. Year-to-date sales also were ahead of prior year's
levels, totaling $646,000 for the first nine months of the year, compared with
$560,000 for the same period a year ago. Venturian Software is experiencing a
strong demand for its programming services and, as a result, consulting revenues
increased by 45 percent in the third quarter and 34 percent on a year-to-date
basis. Management expects that consulting revenues will continue at this higher
level over the balance of 1996.
Costs and Expenses
Cost of products sold was 69.8 percent of net sales in the third quarter of 1996
compared with 69.4 percent of net sales for the same period a year earlier.
Year-to-date, cost of products sold was 71.1 percent of net sales through
September 30, 1996, compared with 69.3 percent last year.
For Napco sales, cost of products sold was 71.7 percent of net sales in the
third quarter, up slightly from 71.2 percent of net sales in the third quarter
of 1995. Cost of products sold for Napco sales was 73.0 percent and 71.2 percent
of net sales for the nine months ended September 30, 1996 and 1995,
respectively. Costs are up on a year-to-date basis primarily as a result of a
larger proportion of sales for which the end customer is the U.S.
Government. Gross profit margins are typically lower on such sales.
Venturian Software cost of products sold was 14.3 percent of net sales in the
third quarter of 1995 compared with 17.2 percent for the same period last year.
Year-to-date, cost of products sold for Venturian Software sales was 10.5
percent of net sales, compared with 17.3 percent of net sales last year.
Venturian Software cost of products sold is lower because a significant portion
of its revenues are generated by consulting services, and the related expenses
are included in operating expenses as administrative expense. Cost of products
sold decreased for both the third quarter and year-to-date as a result of the
increase in the proportion of consulting revenues.
Consolidated operating expenses for the third quarter totaled $2,125,000 in
1996, compared with operating expenses of $1,680,000 for the same period last
year. For the nine months, consolidated operating expenses increased to
$6,023,000 this year from $4,958,000 in 1995.
Napco operating expenses increased to $1,615,000 for the third quarter of 1996
from $1,395,000 for the same period in 1994. Sales and marketing expenses
increased to $678,000 in this year's third quarter, compared with $518,000 a
year ago. In addition to costs associated with recruiting and increased staff
levels, Napco also incurred approximately $63,000 in prototype and travel costs
in connection with a potential substantial repowering project in the Far East.
Napco also incurred approximately $17,000 in market research costs during the
quarter as well. Napco warehousing expense was $417,000 in the third quarter of
1996, up from $351,000 for the same period a year ago, primarily due to higher
payroll and related costs.
Year-to-date, Napco operating expenses were $4,627,000 and $4,110,000 for the
nine months ended September 30, 1996 and 1995, respectively.
Third quarter operating expenses for Venturian Software increased significantly,
totaling $362,000 compared with $166,000 during the third quarter of 1995.
Venturian Software operating expenses also increased for the comparable nine
month periods, totaling $874,000 in 1996 compared with $499,000 in 1995.
Administrative expenses were $194,000 and $490,000 for the third quarter and
first nine months of 1996, respectively, compared with $100,000 and $312,000 for
the same periods last year. Sales and marketing expenses were $168,000 and
$384,000 for the quarter and nine months in 1996, respectively, up from $66,000
and $187,000 for the quarter and nine months in 1995. Expenses increased due to
the addition of programming and marketing staff and also as a result of
increased legal and marketing expenses incurred in connection with the
introduction of Venturian Software's new CybercallTM product. Cybercall is an
internet computer telephony product that brings together three key environments:
computer networks, telecommunications and the World Wide Web, to form a seamless
information structure allowing web browsers and agents to be joined by voice and
web page connections.
Corporate overhead expenses, included in administrative expense, totaled
$149,000 in the third quarter of 1996, up from $102,000 for the same period a
year earlier. Year-to-date corporate overhead also increased from $356,000 in
1995 to $523,000 for the first nine months of this year. Increases in corporate
overhead were primarily attributable to the hiring of a new company president in
the first quarter of 1996.
Operating Profit
Napco reported operating profit of $254,000 for the quarter ended September 30,
1996 on sales of $6,597,000. Year-to-date, Napco reported an operating profit of
$970,000 on sales of $20,709,000. In 1995, Napco reported an operating profit of
$172,000 for the third quarter and year-to-date operating profit of $619,000.
Venturian Software reported an operating loss of $171,000 for the third quarter
of 1996 and an operating loss of $296,000 for the first nine months of the year,
reflecting the company's investment in the new Cybercall product. In 1995,
Venturian Software reported operating losses of $31,000 and $36,000 for the
three and nine month periods, respectively.
Other Income (Expense)
Other income (expense) for the third quarter of 1996 included a $97,000 loss on
the sale of real estate.
Income Taxes
The company recorded income tax expense of $7,000 and $102,000 for the nine
months ended September 30, 1996 and 1995, respectively, related to continuing
operations. While the company had net operating loss carryforwards sufficient to
offset current tax expense in both years, income tax expense was attributable to
alternative minimum tax. In 1995, the tax expense was fully offset by a tax
benefit related to discontinued operations for both the third quarter and nine
months.
Discontinued Operations
On July 31, 1995, the company announced that it had discontinued operations of
PC Express, due to continued losses. Net losses from operations of PC Express of
$317,000 in the third quarter of 1995 were offset by a $466,000 write-off of net
liabilities of PC Express as of September 30, 1995.
FINANCIAL CONDITION
Liquidity and Capital Resources - Current assets totaled $12,867,000 and
exceeded current liabilities by $7,094,000 at September 30, 1996. The current
ratio was 2.2 to one at the end of the third quarter, compared with 2.1 to one
at December 31, 1995. Cash and cash equivalents were $702,000 at September 30,
1996, down from $910,000 at the end of last year. Cash generated from operations
for the first nine months of the year were used primarily to repay loans of
$750,000 that were outstanding against life insurance policies and to purchase
equipment and other assets.
Napco has an agreement with a bank to provide a $4,000,000 line of credit for
international transactions and cash advances. The agreement requires that
letters of credit be collateralized 100 percent with a restricted cash balance.
The agreement allows for cash advances of up to 90 percent of the cash surrender
value of certain of the company's life insurance policies. The life insurance
policies are also assigned as collateral on the line of credit. Advances on the
line bear interest at one percent over the bank's base rate. At September 30,
1996, approximately $2,000,000 was available for cash advances pursuant to this
agreement. There were no cash advances outstanding on this line of credit at
September 30, 1996.
Napco has additional lines of credit available for international letters of
credit and bid and performance guarantees on a transaction basis for which
restricted cash balances are required. Letters of credit issued by financial
institutions under all lines of credit totaled $93,000 at September 30, 1996 and
were collateralized by a restricted cash balance.
Management believes that its present cash reserves should be sufficient to fund
its operations and to collateralize all international transactions as required.
Management has been successful in obtaining insurance bonds with no collateral
requirements for certain of its international transactions rather than utilizing
its traditional bank lines of credit. The company has additional sources of
funds in the form of borrowing against life insurance policies or other
non-current assets.
SIGNATURE
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.
VENTURIAN CORP.
(Registrant)
By: /s/ Mary F. Jensen
Mary F. Jensen
Chief Financial Officer
Date: November 12, 1996
VENTURIAN CORP. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 11. Computation of Earnings (Loss) per Share
Exhibit 27.1 Financial Data Schedule (for SEC use only)
Exhibit 27.2 Restated Financial Data Schedule for the period
ended June 30, 1996.
b) No report on Form 8-K was filed during the quarter for which this
report is filed.
EXHIBIT 11
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------------- -------------------------------
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Per consolidated condensed
statement of earnings
Net earnings (loss)
Continuing operations $ (97,000) $ 96,000 $ 131,000 $ 378,000
Discontinued operations -- 149,000 -- (1,619,000)
------------- ------------- ------------- -------------
$ (97,000) $ 245,000 $ 131,000 $ (1,241,000)
============= ============= ============= =============
Earnings (loss) per share
Weighted average of
common shares outstanding 749,789 747,789 748,389 747,789
Net earnings (loss) per share
Continuing operations $ (0.13) $ 0.13 $ 0.18 $ 0.51
Discontinued operations -- 0.20 -- (2.16)
------------- ------------- ------------- -------------
$ (0.13) $ 0.33 $ 0.18 $ (1.65)
============= ============= ============= =============
Primary earnings (loss) per share
Weighted average common shares
and common share equivalents 749,789 (1) 747,789 793,723 747,789
Continuing operations $ (0.13) $ 0.13 $ 0.17 $ 0.51
Discontinued operations -- 0.20 -- (2.16)
------------- ------------- ------------- -------------
$ (0.13) $ 0.33) $ 0.17 $ (1.65)
============= ============= ============= =============
Fully diluted earnings (loss) per share
Weighted average common shares
and common share equivalents 749,789 (1) 747,789 809,389 747,789
Continuing operations $ (0.13) $ 0.13 $ 0.16 $ 0.51
Discontinued operations -- 0.20 -- (2.16)
------------- ------------- ------------- -------------
$ (0.13) $ 0.33 $ 0.16 $ (1.65)
============= ============= ============= =============
</TABLE>
(1) Common share equivalents were not used in the computation of Primary and
Fully diluted earnings (loss) per share since the effect of the calculation
would have been anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 702
<SECURITIES> 0
<RECEIVABLES> 4,962
<ALLOWANCES> 124
<INVENTORY> 4,309
<CURRENT-ASSETS> 12,867
<PP&E> 7,670
<DEPRECIATION> 5,801
<TOTAL-ASSETS> 18,857
<CURRENT-LIABILITIES> 5,773
<BONDS> 0
0
0
<COMMON> 750
<OTHER-SE> 9,686
<TOTAL-LIABILITY-AND-EQUITY> 18,857
<SALES> 21,355
<TOTAL-REVENUES> 21,355
<CGS> 15,180
<TOTAL-COSTS> 15,180
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 253
<INCOME-PRETAX> 138
<INCOME-TAX> 7
<INCOME-CONTINUING> 131
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 131
<EPS-PRIMARY> .17
<EPS-DILUTED> .16
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 563
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0
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</TABLE>
