================================================================================
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
- OR -
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended March 31, 1996
--------------
Commission file number 0-14328
-------
ZING TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact Name of registrant as specified in its charter)
NEW YORK 13-2650621
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
115 Stevens Avenue, Valhalla, New York 10596
- --------------------------------------------------------------------------------
(Address of principal executive offices
(Zip Code)
(914) 747-7474
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
No Change
- --------------------------------------------------------------------------------
(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 periods 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 number of shares of common stock, $.01 par value, outstanding as of March
31, 1996 was 2,604,031.
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<PAGE>
INDEX
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE><CAPTION>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C> <C>
Condensed consolidated balance sheets - March 31, 1996 and June 30, 1995............3
Condensed consolidated statements of operations - three months ended
March 31, 1996 and 1995; nine months ended March 31, 1996 and 1995..................4
Condensed consolidated statements of cash flows - nine months ended
March 31, 1996 and 1995.............................................................5
Notes to condensed consolidated financial statements - March 31, 1996...............6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................7-9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................................10
Signatures.........................................................................11
Exhibit 10 - Amendment No. 1 to Employment Agreement among
John F. Catrambone, Zing Technologies, Inc. and Omnirel Corporation................12
Exhibit 11 - Computation of earnings per share - three months
and nine months ended March 31, 1996 and 1995......................................15
</TABLE>
2 of 15
<PAGE>
PART 1. FINANCIAL INFORMATION
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
March 31 June 30
1996 1995
-------------------------------------
(Unaudited) (Note)
(000's omitted)
-------------------------------------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 942 $ 1,366
Marketable securities 3,777 1,489
Accounts receivable, less allowances of $90 and $86, respectively 2,602 3,533
Inventories 3,593 3,817
Prepaid expenses 135 248
Other current assets 343 380
-------------------------------------
Total current assets 11,392 10,833
Property, plant and equipment 9,616 9,028
Less accumulated depreciation and amortization 4,956 4,427
-------------------------------------
4,660 4,601
Marketable securities - non-current 7,196 3,787
Deferred income taxes, net of valuation allowance 1,284 1,284
Excess of cost over assets acquired, net of amortization of $983
and $868, respectively 1,553 1,668
Other assets 17 12
-------------------------------------
Total assets $26,102 $22,185
=====================================
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 920 $ 2,035
Accrued expenses and taxes payable 1,857 1,566
Accrued compensation expense 816 524
Due to broker 777 259
Current portion of long-term obligations 894 231
-------------------------------------
Total current liabilities 5,264 4,615
Long-term obligations, less current portion 1,453 741
Deferred income - non-compete agreement 1,250 1,700
Stockholders' equity
Common stock, par value $.01 per share; authorized 12,000,000
shares; issued 2,846,049 shares as of March 31, 1996 and 2,797,415 shares as of
June 30, 1995 28 28
Additional paid-in capital 13,688 13,466
Note receivable from stockholder (170) (250)
Unrealized depreciation in marketable securities (158) -
Retained earnings 5,606 2,354
Less treasury shares at cost (242,018 shares - 1996, and 199,918 shares -
1995) (859) (469)
-------------------------------------
Total stockholders' equity 18,135 15,129
-------------------------------------
Total liabilities and stockholders' equity $26,102 $22,185
=====================================
Note: The balance sheet at June 30, 1995 has been derived from the audited consolidated financial statements at that date.
</TABLE>
3 of 15
<PAGE>
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE><CAPTION>
Three months ended Nine months ended
March 31 March 31
----------------------------------- -----------------------------------
1996 1995 1996 1995
----------------------------------- -----------------------------------
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Net sales $ 4,910 $5,832 $21,419 $ 12,786
Cost of goods sold 2,802 3,138 11,473 7,285
----------------------------------- -----------------------------------
Gross profit 2,108 2,694 9,946 5,501
Selling, general and administrative 1,598 2,136 5,424 4,674
Depreciation and amortization of property, plant
and equipment 136 353 389 663
Net interest expense and amortization of
deferred note issuance costs 58 59 155 126
Interest and other (income) - net (394) (353) (856) (878)
Minority interest in income of consolidated
subsidiary 31 - 31 -
----------------------------------- -----------------------------------
Income before income taxes 679 499 4,804 916
Provision for income taxes 188 96 1,551 102
----------------------------------- -----------------------------------
Net income $ 491 $ 403 $ 3,253 $ 814
=================================== ===================================
Net income per common and common equivalent share
$0.18 $0.15 $1.23 $0.31
=================================== ===================================
Number of shares used in computation 2,679,980 2,666,830 2,653,303 2,666,830
=================================== ===================================
4 of 15
</TABLE>
<PAGE>
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE><CAPTION>
Nine months ended
March 31
-------------------------------------
1996 1995
-------------------------------------
(000's omitted)
<S> <C> <C>
Operating activities
Net income $ 3,253 $ 814
Adjusted to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 643 1,038
Amortization of non-compete agreement (450) (450)
Provision for losses on accounts receivable 4 54
Loss on sale of equipment - (3)
Changes in operating assets and liabilities:
Accounts receivable 927 (1,404)
Inventories 224 (1,408)
Prepaid expenses and other current assets 150 (352)
Deferred taxes - 101
Other assets (5) 73
Accounts payable and accrued expenses
and other current liabilities 649 1,627
-------------------------------------
Net cash provided by operating activities 5,395 90
Investing activities
Purchases of property and equipment (588) (708)
Net (purchases) sales of marketable securities (5,855) 518
-------------------------------------
Net cash used in investing activities (6,443) (190)
Financing activities
Reductions of not receivable stockholder 80 -
Increase in long-term borrowings 712 249
Issuance of common stock 222 176
Repurchase of common stock for treasury (390) (421)
-------------------------------------
Net cash provided by financing activities 624 4
Net decrease in cash and cash equivalents (424) (96)
Cash and cash equivalents at beginning of period 1,366 182
-------------------------------------
Cash and cash equivalents at end of period $ 942 $ 86
=====================================
</TABLE>
5 of 15
<PAGE>
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1996
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine-month period ended March 31, 1996
are not necessarily indicative of the results that may be expected for the year
ending June 30, 1996.
Certain reclassifications have been made to the quarterly information to conform
to the current presentation.
Note B - Inventories
Inventories are stated at the lower of cost (first in, first out method) or
market.
Inventories consist of the following:
March 31 June 30
1996 1995
------------------------------------
Raw materials $2,201 $2,110
Work in process 907 1,195
Finished goods 485 512
------------------------------------
$3,593 $3,817
====================================
Note C - Net income per Common and Common Equivalent Share
Net income per common and common equivalent share is based on the weighted
average number of shares of Common Stock outstanding during each period,
including common stock equivalents of dilutive stock warrants.
Note D - Income Taxes
The Company uses the liability method in accordance with FASB Statement No. 109,
"Accounting for Income Taxes" in accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. Deferred tax expense was based on items of income and
expenses that were reported in different years in the financial statements and
tax returns and were measured at the tax rate in effect in the year the
difference originated.
6 of 15
<PAGE>
PART 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
The following table sets forth the periods indicating the percentage
relationship to net sales of certain items from the consolidated statement of
operations:
<TABLE><CAPTION>
Percent of Net Sales
Three months ended Nine months ended
March 31 December 31
----------------------------------- -----------------------------------
1996 1995 1996 1995
----------------------------------- -----------------------------------
(000's omitted)
<S> <C> <C> <C> <C>
Net sales 100.00% 100.00% 100.00% 100.00%
Cost of goods sold 57.07 53.80 53.56 57.00
----------------------------------- -----------------------------------
Gross profit 42.93 46.20 46.44 43.00
Selling, general and administrative expenses,
including depreciation and amortization of
property and equipment
35.32 42.70 27.14 41.80
Interest expense 1.19 1.00 0.73 0.90
Interest and other income - net 8.02 6.10 4.00 6.90
Minority interest (0.63) - (0.15) -
----------------------------------- -----------------------------------
Income before income taxes 13.81 8.60 22.42 7.20
Provision for income taxes 3.80 1.60 7.24 0.80
----------------------------------- -----------------------------------
Net income 10.01% 7.00% 15.18% 6.40%
=================================== ===================================
</TABLE>
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
Revenues for the three months ended March 31, 1996 were $4,910,000, comprised of
net sales of the Company's TACTech subsidiary of $410,000 and of the Company's
Omnirel subsidiary of $4,500,000. Net sales for the three months ended March 31,
1995 were $5,832,000, comprised of net sales of TACTech of $296,000 and net
sales of Omnirel of $5,536,000.
Omnirel's shipments of General Electric of multi-chip power modules systems
containing power hybrid componentry accounted for 27% of Omnirel's revenues for
the three months ended March 31, 1996 compared to 60% for the comparable 1995
quarter. The decline in revenues from General Electric of approximately
$2,100,000 was offset by an increase of 48% (or approximately $1,000,000) in
Omnirel's other business segments during the current reporting period.
Net sales for TACTech increased 39% for the three months ended March 31, 1996
compared to the comparable 1995 quarter due principally to an increase of
approximately 25% in the number of subscribers.
Omnirel and TACTech represent 81% and 19% respectively of the Company's
consolidated gross profit which decreased $586,000 during the quarter ended
March 31, 1996 from $2,694,000 for the quarter ended March 31, 1995. The
reduction was due largely to the decline in Omnirel's sales volume which
decreased the absorption of overhead thereby increasing its cost of goods sold
by 5.5% as expressed as a percentage of net sales.
7 of 15
<PAGE>
PART 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (Continued)
The selling, general and administrative expenses including depreciation and
amortization of property, plant and equipment decreased $754,000 for the quarter
ended March 31, 1996 from $2,489,000 for the quarter ended March 31, 1995. This
decrease largely is attributed to the following costs and expenses in the third
fiscal quarter of 1995 that did not reoccur in the current quarter: in 1995
there was a charge of $391,000 relating to the termination of a proposed
restructuring of the Company in which stock of TACTech and Omnirel would have
been distributed to shareholders of the Company, and in 1995 the Company also
recorded an increase in depreciation and amortization in the amount of $193,000
due to the reevaluation of the useful life of certain machinery and equipment
owned by Omnirel and acquired by Zing as part of the June 1991 acquisition of
Omnirel.
The backlog of Omnirel as of March 31, 1996 was $9,300,000 of which
approximately 12% represented orders from General Electric as compared to a
backlog of approximately $16,000,000 at March 31, 1995 of which approximately
58% represented orders from General Electric. The backlog from customers other
than General Electric increased approximately 21.5% as of the quarter ending
March 31, 1996 compared to the end of the prior comparable quarter.
Interest and other income for the three months ended March 31, 1996 includes
$237,000 of net earnings on the Company's investment portfolio consisting of
dividend income of $246,000, and a charge of $9,000 for the diminution in value
of the Company's non-current marketable securities. For the quarter ended March
31, 1995, the net earnings on the Company's investment portfolio aggregated
$201,000 consisting of dividend income of $95,000, net realized gains of
$143,000 and $37,000 of unrealized losses on trading securities.
The provision of income taxes expressed as a percentage of income before income
taxes increased to 26% as compared to 19% for the prior comparable quarter due
to the extent of the Company's utilization of net operating loss carryforwards.
Nine Months Ended March 31, 1996 Compared to Nine Months Ended March 31, 1995
Revenues for the nine months ended March 31, 1996 were $21,419,000, comprised of
net sales of TACTech of $1,183,000 and Omnirel of $20,236,000. Net sales for the
nine months ended March 31, 1995 were $12,786,000, comprised of net sales of
TACTech of $881,000 and net sales of Omnirel of $11,905,000.
The 70% growth of Omnirel's sales was largely as a result of continued
fulfillment of a series of orders placed previously by General Electric for
multi-chip power module systems containing power hybrid componentry. These
orders accounted for 63% of Omnirel's revenue for the nine months ended March
31, 1996 compared to 48% for the comparable 1995 period.
Net sales for TACTech increased 34% for the nine months ended March 31, 1995
compared to the comparable 1995 period due principally to an increase of
approximately 25% in the number of subscribers.
Omnirel and TACTech represent 88% and 12% respectively of the Company's
consolidated gross profit which grew to $9,946,000 during the nine months ended
March 31, 1996 from $5,501,000 for the nine months ended March 31, 1995.
Omnirel's cost of goods sold decreased approximately 5% as a percentage of net
sales primarily due to increased sales which increased the absorption of
overhead.
As a result of the increased consolidated revenues, selling and general
administrative expenses decreased approximately 15% of revenues for the nine
months ended March 31, 1996 from the comparable 1995 period.
8 of 15
<PAGE>
PART 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (Continued)
The selling, general and administrative expenses including depreciation and
amortization of property, plant and equipment increased to $5,812,000 for the
nine months ending March 31, 1996 which was $475,000 greater than the prior
comparable period. The increases in selling, general and administrative were due
primarily to increases in consolidated management incentive compensation of
$558,000 and an increase in Omnirel's research and development expense of
$444,000. These increases were offset by nonrecurring expenses in the nine
months ending Mach 31, 1995 for corporate restructuring and accelerated
depreciation and amortization expense due to the reevaluation of the useful life
of depreciable assets of approximately $391,000 and $193,000 respectively.
Interest and other income for the nine months ended March 31, 1996 includes
$347,000 of net earnings on the Company's investment portfolio consisting of
dividend income of $667,000, net realized losses of $21,000 and a charge of
$299,000 for the diminution in value of the Company's non-current marketable
securities. For the nine months March 31, 1995, the net earnings on the
Company's investment portfolio aggregated $424,000 consisting of dividend income
of $316,000, net realized gains of $137,000 and $29,000 of unrealized losses on
trading securities.
The provision for income taxes expressed as a percentage of income before income
taxes increased to 32% due to the extent of the Company's utilization of net
operating loss carryforwards.
Liquidity and Capital Resources
Management expects that its internally generated funds and available bank lines
of credit will be sufficient to finance the continued operations of the Company.
During the third current fiscal quarter of 1995, the Company repurchased 42,100
shares of common stock for approximately $390,000. Subsequent to March 31, 1996,
the Company repurchased an additional 13,000 of its shares for approximately
$125,000.
9 of 15
<PAGE>
PART 2. OTHER INFORMATION
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
Exhibit 10 - Amendment No. 1 to the Employment Agreement among
John F. Catrambone, Zing Technologies, Inc. and
Omnirel Corporation.
Exhibit 11 - Statement re: computation of earnings per share
(b) The Company did not file any report on Form 8-K during the nine months ended
March 31, 1996.
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<PAGE>
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ZING TECHNOLOGIES, INC.
----------------------------------------
(Registrant)
Date May 13, 1996 /S/ ROBERT E. SCHRADER
----------------- ----------------------------------------
Robert E. Schrader
President and Chief Executive Officer
Date May 13, 1996 /S/. MARTIN S. FAWER
----------------- ----------------------------------------
Martin S. Fawer
Treasurer and Chief Financial Officer
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EXHIBIT 10
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AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT effective as of
the 27th day of June, 1995, by and among OMNIREL CORPORATION, a
Massachusetts corporation with offices at 205 Crawford Street,
Leominster, Massachusetts (the "Company"); JOHN F. CATRAMBONE,
residing at 167 South Street, Carlisle, Massachusetts 01741
("Executive"); and Zing Technologies, Inc. ("Zing").
RECITALS
--------
Executive has been President and Chief Executive
Officer of the Company since 1985 and possesses valuable
experience, skills and know-how with respect to all aspects of
the Company's business. The parties hereto are party to an
Employment Agreement dated as of June 26, 1991 (the "Employment
Agreement") and desire to amend the Employment Agreement as
hereinafter set forth. The Company desires to continue to employ
Executive on the terms and conditions set forth in the Employment
Agreement, as amended hereby, and Executive is willing to
continue such employment on such terms and conditions.
It is therefore hereby agreed by and between the
parties as follows:
1. Amendments to Employment Agreement.
----------------------------------
(a) Section 2 of the Employment Agreement is
hereby amended and restated to read as follows:
"2. Term of Employment.
-------------------
Executive's term of employment under this
Agreement shall commence on the date hereof and,
subject to the terms hereof, shall continue until
January 2, 1998."
Page 12 of 15
<PAGE>
(b) The "Base Salary Digit" set forth in Section
A.1. of Schedule A to the Employment Agreement, for purposes of
calculating the Executive's Incentive Bonus, is hereby amended
and restated to read as follows:
"Fiscal Year Ended Base Salary Digit
----------------- -----------------
1992 60%
1993 65%
1994 70%
1995 75%
1996 80%
1997 85%
1998 90%"
(c) Section 3.2 of the Employment Agreement is
hereby deleted in its entirety and Executive shall no longer be
entitled to receive a Guaranteed Annual Bonus; provided, that
Executive shall be entitled to the Guaranteed Annual Bonus (to be
paid by Zing) in respect of the Company's fiscal year ending June
30, 1996. All references to the term "Guaranteed Annual Bonus"
in the Employment Agreement shall be construed in light of this
Section 1(c) so that Executive's sole entitlement with respect to
any Guaranteed Annual Bonus in the event of the termination of
the Employment Agreement is with respect to the Guaranteed Annual
Bonus for the fiscal year ending June 30, 1996. Executive, the
Company and Zing hereby confirm the provisions of Section 6.1 of
the Employment Agreement with respect to the grant to Zing of a
security interest in all of his right, title and interest in and
to the remaining Guaranteed Annual Bonus.
(d) The following new Section 3.5 is added at the
end of Section 3 of the Employment Agreement:
"3.5 Notwithstanding anything to the contrary set
forth in Section 3.3 above, and subject to the other
provisions of this Agreement, in respect of the period
commencing on June 27, 1997 and ending on January 2,
1998 (the "Stub Period"), Executive shall be entitled
to receive, in lieu of the full Incentive Bonus
calculated in accordance with Section 3.3, a pro rata
portion of such bonus determined by multiplying such
bonus (calculated in accordance with Section 3.3) by a
fraction, the numerator of which is 189 and the
denominator of which is 365 (such pro rata portion, the
"Stub Bonus"). The Stub Bonus, if any, shall be
payable on or prior to April 2, 1998."
(e) Section 7.4 of the Employment Agreement is
hereby amended to read in its entirety as follows:
"7.4 Resignation for Good Reason; Termination without
--------------------------------------------------
Cause. If Executive resigns for Good Reason or is
-----
discharged without Cause, he shall be entitled to
Page 13 of 15
<PAGE>
receive as if this Agreement had not been terminated
the Base Salary and any remaining Guaranteed Annual
Bonus, and continue to receive the medical insurance
then being paid ("Surviving Benefits"), as same is from
time to time changed for all executives participating
in such plan, until such time as he has secured
alternate employment or January 2, 1998, whichever
first occurs, but no other benefits to which he would
otherwise be entitled hereunder during the term hereof.
Executive shall be obligated, in such event, to use
reasonable efforts to mitigate his damages (by seeking,
employment with responsibilities comparable to those of
Executive hereunder) with respect to his Base Salary
and Surviving Benefits, but not with respect to any
remaining Guaranteed Annual Bonus."
2. Reaffirmation of Employment Agreement. Except as
-------------------------------------
provided herein, this Amendment No. 1 shall not constitute a
waiver or modification of any term, provision or condition of the
Employment Agreement; and all terms, conditions, agreements,
provisions, representations and warranties contained in the
Employment Agreement shall remain in full force and effect.
3. Governing Law.
--------------
This Amendment No. 1 shall be construed,
interpreted and governed in accordance with the laws of the State
of New York, without reference to rules relating to conflicts of
law.
IN WITNESS WHEREOF, the parties have executed this
Amendment No. 1 on January 29, 1996.
OMNIREL CORPORATION
By: /s/Robert E. Schrader
--------------------------
/s/John F. Catrambone
-----------------------------
John F. Catrambone
ZING TECHNOLOGIES, INC.
By: /s/Robert E. Schrader
--------------------------
Page 14 of 15
ZING TECHNOLOGIES, INC. AND SUBSIDIARIES
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF
COMMON AND COMMON EQUIVALENT PER SHARE EARNINGS
<TABLE><CAPTION>
Three months ended Nine months ended
March 31 March 31
----------------------------------- -----------------------------------
1996 1995 1996 1995
----------------------------------- -----------------------------------
(000's omitted except per share data)
<S> <C> <C> <C> <C>
Average shares outstanding 2,638 2,556 2,609 2,556
Net effect of dilutive stock options and warrants - based on the treasury stock
method using average market price
42 111 44 111
----------------------------------- -----------------------------------
Shares used for computation 2,680 2,667 2,653 2,667
=================================== ===================================
Net income $ 491 $ 403 $3,253 $ 814
=================================== ===================================
Income per common and common equivalent share:
Net income $ 0.18 $ 0.15 $ 1.23 $ 0.31
=================================== ===================================
15 of 15
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 942
<SECURITIES> 3,777
<RECEIVABLES> 2,692
<ALLOWANCES> 90
<INVENTORY> 3,593
<CURRENT-ASSETS> 11,392
<PP&E> 9,616
<DEPRECIATION> 4,956
<TOTAL-ASSETS> 26,102
<CURRENT-LIABILITIES> 5,264
<BONDS> 0
<COMMON> 28
0
0
<OTHER-SE> 18,107
<TOTAL-LIABILITY-AND-EQUITY> 26,102
<SALES> 4,910
<TOTAL-REVENUES> 4,910
<CGS> 2,802
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,371
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 58
<INCOME-PRETAX> 679
<INCOME-TAX> 188
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 491
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
