FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter period ended September 30, 1997
-- 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 0-14328
ZING TECHNOLOGIES, INC.
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(Exact Name of small business issuer as specified in its charter)
NEW YORK 13-2650621
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
115 Stevens Avenue, Valhalla, New York 10595
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(Address of principal executive offices)
(914) 747-7474
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(Issuer's telephone number, including area code)
No Change
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of during the past 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 and issuable
as of November 12,1997 was 2,556,987.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -
September 30, 1997 and June 30, 1997.............................. 3
Condensed consolidated statements of income -
three months ended September 30, 1997 and 1996.................... 4
Condensed consolidated statements of cash flows -
three months ended September 30, 1997 and 1996.................... 5
Notes to condensed consolidated financial statements -
September 30, 1997................................................ 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..................... 8
PART II. OTHER INFORMATION
Item 5. Other Information................................................. 9
Item 6. Exhibits and Reports on Form 8-K.................................. 11
Signatures........................................................ 12
Exhibit 11 - Computation of earnings per share -
three months ended September 30, 1997 and 1996.................... 13
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
PART I . FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
A S S E T S
September 30 June 30
1997 1997
---------------------
(unaudited) (note)
(000's omitted,
except per share data)
---------------------
Current Assets
Cash and cash equivalents ............................. $ 595 $ 857
Marketable securities ................................. 21,040 21,935
Accounts receivable, less allowances of
$83 and $79, respectively .......................... 2,427 2,098
Inventories ........................................... 4,924 4,785
Prepaid expenses ...................................... 348 204
Other current assets .................................. 451 766
------- -------
Total Current Assets ....................................... 29,785 30,645
Property, Plant and Equipment .............................. 11,079 10,800
Less accumulated depreciation and amortization ........ 5,875 5,671
------- -------
5,204 5,129
Deferred Income Taxes, net of valuation allowance .......... 800 800
Excess of Cost Over Assets Acquired, net of amortization
amortization of $1,211 and $1,172, respectively ....... 1,324 1,363
Other Assets ............................................... 70 70
------- -------
TOTAL ASSETS .......................................... $37,183 $38,007
======= =======
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
Current Liabilities
Accounts payable ...................................... $ 1,839 $ 1,672
Accrued expenses & taxes payable ...................... 827 801
Accrued compensation expense .......................... 376 617
Loan payable - bank ................................... 7,695 7,500
Due to broker ......................................... 2,712 3,674
Current portion of long-term obligations .............. 370 370
------- -------
Total Current Liabilities .................................. 13,819 14,634
Long-Term Obligations, less current portion ................ 2,811 2,903
Deferred Income - non-compete agreement .................... 350 500
Stockholders' Equity
Common Stock, par value $.01 per share:
authorized 12,000,000 shares; issued and issuable
3,058,037 shares as of September 30, 1997
and 3,058,037 shares as of June 30, 1997 .......... 30 30
Additional paid-in capital ............................ 15,113 15,111
Notes receivable from stockholders .................... (344) (170)
Net unrealized gain (loss) on marketable securities ... 38 (474)
Retained earnings ..................................... 8,888 7,915
Less: treasury shares at cost (502,318 shares at
September 30,1997, and 399,918 shares at
June 30, 1997) .................................... (3,522) (2,442)
------- -------
Total Stockholders' Equity ................................. 20,203 19,970
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............ $37,183 $38,007
======= =======
Note: The consolidated balance sheet at June 30, 1997 has been derived from the
audited consolidated financial statements at that date.
See notes to condensed consolidated financial statements.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
September 30,
1997 1996
---- ----
(000's omitted,
except per share data)
------------------------
Net Sales ........................................... $5,086 $5,096
Cost of goods sold .................................. 3,188 2,872
--------- ---------
Gross Profit ........................................ 1,898 2,224
Selling, general and administrative expenses ........ 1,649 1,724
Depreciation and amortization of property,
plant, and equipment ............................ 137 133
Interest expense .................................... 245 251
Interest and other income - net ..................... (1,311) (607)
--------- ---------
Income before income taxes .......................... 1,178 723
Provision for income taxes .......................... 205 145
--------- ---------
Net income .......................................... $973 $578
========= =========
Net Income per Common and Common Equivalent Share ... $0.37 $0.23
========= =========
Number of shares used in computation ................ 2,599,272 2,537,504
See notes to condensed consolidated financial statements.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
September 30,
1997 1996
------------------
(000's omitted)
------------------
OPERATING ACTIVITIES
Net income ............................................... $ 973 $ 578
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization ......................... 243 220
Amortization of non-compete agreement ................. (150) (150)
Unrealized losses (gains) on marketable securities .... 512 (66)
Changes in operating assets and liabilities:
Accounts receivable ............................... (329) (207)
Inventories ....................................... (139) (283)
Prepaid expenses and other current assets ......... 171 (57)
Accounts payable and accrued expenses ............. (46) (528)
Other - net ....................................... -- 31
------- -------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES . 1,235 (462)
------- -------
INVESTING ACTIVITIES
Purchases of property and equipment ................... (279) (400)
Net (purchases) sales of marketable securities ........ 895 (868)
------- -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ..... 616 (1,268)
======= =======
FINANCING ACTIVITIES
Proceeds from borrowings ............................... 195 3,855
Reduction of borrowings ................................ (1,054) (880)
Exercise of warrants ................................... -- 5
Repurchase of common stock for treasury ................ (1,080) (1,297)
Increase in loans receivable to shareholders ........... (174) --
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ...... (2,113) 1,683
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS ................ (262) (47)
Cash and cash equivalents at beginning of period ....... 857 727
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ............... $ 595 $ 680
======= =======
See notes to condensed consolidated financial statements.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1997
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principals for
interim financial information and with the instructions to Form 10-Q and Article
10 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 three-month period ended September 30,
1997 are not necessarily indicative of the results that may be expected for the
year ending June 30, 1998.
ORGANIZATION
Prior to June 30, 1997, Transition Analysis Component Technology, Inc.
("TACTech") was a 90% owned subsidiary Zing Technologies, Inc. ("Zing") and the
remaining 10% was owned by one officer of TACTech.
TACTech filed a registration statement on Form SB-1, which became effective
June 30, 1997, for the purpose of distributing the Common Stock of TACTech which
was owned by Zing to the shareholders of Zing.
As of the date of the Distribution, TACTech engaged certain employees of
Zing (with the permission of Zing) on a part-time basis to render to TACTech the
following services for a cost not to exceed $100,000 per year including: to
advise in the development of TACTech's business plan, to advise TACTech with
respect to and to negotiate agreements on TACTech's behalf, to coordinate
communications with TACTech's stockholders, to advise TACTech with respect to
and to negotiate acquisitions and financing, to prepare and file TACTech's tax
returns and reports required by applicable securities laws and rules of
applicable stock exchanges, to review and supervise TACTech's accounting
department and systems from time to time and suggest revisions and changes
thereto, and to perform such further services as such employees may agree.
The following information for 1996 excludes the operations of TACTech:
Three Months Ended
September 30, 1996
----------------------
(000's omitted,
except per share data)
Net sales ........................................... $4,569
Cost of goods sold (net) ............................ 2,872
Provision for income taxes .......................... 120
Net income .......................................... $ 433
Net income per Common and Common Equivalent Share ... $ 0.17
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventories consist of the following:
September 30, June 30,
1997 1997
------ ------
Raw materials ....................................... $2,720 $2,540
Work in process ..................................... 1,376 1,381
Finished goods ...................................... 828 864
------ ------
$4,924 $4,785
====== ======
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 the effect of common stock equivalents resulting from dilutive stock
options.
Impact of New Accounting Standard
In February, 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128, Earnings per Share, which specifies a change in the
computation, presentation and disclosure requirements for earnings per share and
requires the restatement of all prior periods. The Statement is required to be
adopted for periods ending after December 15, 1997. Accordingly, the Company
will comply with the requirements of this standard; however, the Company does
not expect that the impact of this standard will be material.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The following table sets forth for the periods indicated the percentage
relationship to net sales of certain items from he consolidated statement of
operations:
Percent of Net Sales
Three Months Ended September 30,
1997 1996(a) 1996(b)
--------------------------------
Net sales ........................................ 100.0% 100.0% 100.0%
Cost of goods sold ............................... 62.7 62.9 56.4
Gross profit ..................................... 37.3 37.1 43.6
Selling, general and administrative expenses ..... 32.3 29.9 33.7
Provision for doubtful accounts .................. .1 .1 .1
Depreciation and amortization of property
and equipment and excess of costs
over assets acquired ........................ 2.7 2.8 2.6
Interest expense ................................. 4.8 5.5 4.9
Interest and other income - net .................. (25.8) (13.3) (11.9)
Income before income taxes ....................... 23.2 12.1 14.2
Provision for income taxes ....................... 4.0 2.6 2.9
Net income ..................................... 19.2 9.5 11.3
(a) Without TACTech (See notes to condensed consolidated financial statements)
(b) Actual
Three Months Ended September 30, 1997 Compared to Three Months Ended
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September 30, 1996
- ------------------
Zing Technologies, Inc. ("Zing" or the "Company"), a holding company with
one wholly owned operating subsidiary, Omnirel LLC ("Omnirel"), reported net
income of $973,000 or $.37 per share for the three months ended September 30,
1997. During the prior comparable quarter ended September 30, 1996, the Company
also owned 90% of Transition Analysis Component Technology, Inc. ("TACTech"),
which ownership interest was distributed to the Zing shareholders on June 30,
1997. For the quarter ended June 30, 1996, the Company reported income of
$578,000 or $.23 per share, or, exclusive of TACTech, $433,000 or $.17 per
share. This significant increase in reportable income is solely attributed to
the increase in income generated by Zing's investment portfolio.
Sales of Omnirel for the three months ended September 30, 1997 were
$5,086,000. Sales for the Company for the three months ended September 30, 1996
were $5,096,000, comprised of sales of Omnirel of $4,569,000 and sales of
TACTech of $527,000. Included in Omnirel sales are revenue generated by the
continued fulfillment of a series of orders placed by General Electric for
multichip power modules containing power hybrid components. The increase in
Omnirel sales revenue of 11% from the prior comparable quarter is attributed to
increased sales in the product segments other than the products sold to General
Electric. Sales to General Electric accounted for 24% and 25% of the sales,
respectively, in each of the three month periods ended September 30, 1997 and
1996.
The Company's gross profit for the three months ended September 30, 1997
was $1,898,000. Gross profit for the three months ended September 30, 1996 was
comprised of TACTech $527,000 and Omnirel $1,697,000. The increase in Omnirel's
gross profit of $201,000 for the three months September 30, 1997 is attributed
to the increase in sales volume as the gross profit, expressed as a percentage
of sales, was 37% in each of the quarters ending September 30, 1997 and 1996.
For the three months ended September 30, 1997 the selling, general and
administrative expenses were $1,649,000, as
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
Three Months Ended September 30, 1996 Compared to Three Months Ended
- --------------------------------------------------------------------
September 30, 1995 (continued)
- ------------------
compared to $1,373000 (or $1,724,000, including TACTech) for the three months
ended September 30, 1996. The increase of $276,000 is primarily attributable to
increases of $127,000 in selling expense and sales personnel at Omnirel.
The backlog of Omnirel as of September 30, 1997 was $11,929,000, of which
$1,240,000 was attributable to orders from General Electric. In the comparable
1996 quarter, total backlog stood at approximately $10,355,000, of which
approximately $27,000 represented orders from General Electric.
Interest and other income increased to $1,311,000 for the three months
ended September 30, 1997 from $607,000 for the three months ending September 30,
1996. This increase of $704,000 is primarily attributed to gains realized in
sales of securities in the Zing investment portfolio.
The difference between the effective rate and the federal tax rate of 34%
from period to period is primarily due to non-taxable dividends included in
other income.
Liquidity and Capital Resources
Subject to guidelines established by the Company's Board of Directors, the
Company continues to employ most of its cash and cash equivalents in the
acquisition of marketable securities, primarily tradeable on in the New York
Stock Exchange and other major stock exchanges. However, during the quarter
ended September 30, 1997, proceeds from the sales of such securities were used,
along with cash provided from operations, to reduce outstanding borrowings. In
addition, during the recently ended quarter, the Company repurchased 102,400
shares of its common stock in open market transactions at an acquisition cost of
approximately $10.54 per share. Management expects that the Company's internally
generated funds and available credit facilities will be sufficient to finance
the continued operations of the Company.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
When used in this Form 10-Q, and in future filings by Zing with the
Securities and Exchange Commission, in Zing's press releases and in any oral
statements made with the approval of an authorized Zing executive officer, the
words or phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and uncertainties, including those discussed under the caption "Risk
Factors and Cautionary Statements" below, that could cause actual results to
differ materially from historical earnings or those presently anticipated or
projected. Zing wishes to caution readers not to place undo reliance on such
"forward-looking statements", which speak only as of the date made. Zing wishes
to advise readers that factors listed below could affect Zing's financial
performance and could cause Zing's actual results for future periods to differ
materially form any opinion or statements expressed with respect to future
periods in any current statements.
Zing will NOT undertake and specifically declines any obligation to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
Sales to Significant Customer
Sales of various industrial products to General Electric represented 63%,
58% and 24% of Omnirel's sales revenues for the fiscal year ending June 30, 1995
(each such fiscal year ending on June 30, a "Fiscal Year") Fiscal Year 1996 and
Fiscal Year 1997. A single project accounted for approximately 63% of Fiscal
Year 1995 sales, 58% of Fiscal Year 1996 sales and
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
24% of Fiscal Year 1997 sales. Omnirel does not anticipate that sales to such
customer will change significantly for Fiscal Year 1998 as compared to Fiscal
1997.
The Environment for the Power Hybrid Module Business
The following factors can materially affect the Company's performance: the
rapidly changing environment for the power hybrid module business which might
cause market acceptance of Omnirel's existing products to decrease; the
cancellation or rescheduling of one or several material orders; the perceived
absolute or relative overall value of these products by the purchasers,
including the features and pricing compared to other competitive products, the
level of availability of Omnirel products and substitutes, and the ability and
willingness of purchasers to acquire newer or more advanced models; and pricing,
purchasing, financing, operational, advertising and promotional decisions by
intermediaries in the distribution channels, which could affect the supply of,
or end user demand for, Omnirel products.
Selling, General and Administrative Expenses
Changes in the amount and rate of growth in Omnirel's selling, general and
administrative expenses, as well as the impact of unusual items resulting from
Omnirel's ongoing evaluation of its business strategies and organizational
structures can materially affect the Company's performance.
Selling Prices
Omnirel is subject to continued or increased pressure to change its selling
prices for Omnirel's products, which can affect margins.
Raw Materials
Difficulties in obtaining raw materials, supplies and other items needed
for the production of products and capacity constraints may have an affect on
Omnirel's ability to ship some products.
Development and Marketing
Omnirel is subject to difficulties or delays in the development,
production, testing and marketing of products, including, but not limited to,
the failure to ship new products and technologies when anticipated; the failure
of customers to accept these products or technologies when planned; difficulties
or delays in the design and production of custom product orders and changes in
the commercial viability of the end user products of which these products are a
party; any defects in products; the failure of a critical Omnirel vendor or
supplier to deliver material required by Omnirel; and failures of manufacturing
economies to develop when planned.
Assets and Expenditures
Omnirel's business is also subject to the acquisition of fixed assets and
other assets, including inventories and receivables; the making or incurring of
any expenditures and expenses including, but not limited to, depreciation and
research and development expenses; and the revaluation of assets including, but
not limited to, specialized inventories or related expenses; and the amount of,
and any changes to, tax rates.
Production Losses and Rework Costs
Omnirel's business is also subject to the occurrences of production losses
and rework costs on new or custom programs in excess of those anticipated during
the pricing process.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
Decline in Defense and/or Aerospace Spending
Although Omnirel's military, defense and aerospace business represents a
decreasing percentage of its overall sales in recent years (and, therefore, is
decreasing in its significance), the business of Omnirel continues to depend to
a substantial extent upon sales to military, defense and aerospace contractors.
In the event that military, defense and/or aerospace spending were to decline
significantly over the next several years, sales by Omnirel could suffer a
corresponding or greater decline. In such event, Omnirel would have to seek
replacement markets is other industries. There can be no assurance that such
markets would be available or that Omnirel would be successful in penetrating
them.
Dependence on Key Personnel
The business of Omnirel is substantially dependent upon the active
participation and technical expertise of its executive officers. Omnirel is
dependent upon the services of John F. Catrambone, its President. Omnirel
maintains a key-man life insurance policy on Mr. Catrambone in the amount of
$2,500,000. Omnirel's Board of Directors regularly re-evaluates the need for and
the amount of such key-man life insurance. There can be no assurance, however,
that Zing or Omnirel can obtain executives of comparable expertise and
commitment in the event of death, or that the business of Zing would not suffer
material adverse effects as the result of the death (notwithstanding coverage by
key-man insurance), disability or voluntary departure or any such executive
officer.
Competition
Although the market for multi-chip power modules and packaged semiconductor
components is fragmented and no single company maintains a dominant position, it
is nevertheless highly competitive among the five manufacturers (including
Omnirel) who collectively account for approximately 50% of sales to such market.
Omnirel believes that its products and technologies can compete favorably with
the products of its principal competitors. Nevertheless, a few of these
competitors have greater financial, marketing, servicing and research and
development resources than those of Omnirel. There can be no assurance that
existing or potential competitors will not develop and market products that are
superior or perceived to be superior to multi-chip power modules and other
products supplied by Omnirel.
Investment Portfolio
Consistent with the limitations imposed by the Board of Directors, Zing has
invested in common stock of large capitalization issuers in the field of
electronic equipment manufacturing and/or semiconductor manufacturing or
distribution, and in preferred stock. Like any other investor, Zing is subject
to fluctuations in the trading prices and values of Zing's investments and
general stock market conditions as a result of numerous factors outside the
control of Zing. These fluctuations and stock market conditions could materially
and adversely affect Zing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibit is included herein:
(ii) Statement re: computation of earnings per share
The Company did not file any report on Form 8-K during the three months ended
September 30, 1997.
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
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 November 13, 1997 /s/ Robert E. Schrader
----------------- ----------------------
Robert E. Schrader, President
and Chief Executive Officer
Date November 13, 1997 /s/ Martin S. Fawer
----------------- -------------------
Martin S. Fawer, Treasurer
and Chief Financial Officer
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ZING TECHNOLOGIES, INC. AND SUBSIDIARY
EXHIBIT 11-STATEMENT RE: COMPUTATION OF
COMMON AND COMMON EQUIVALENT PER SHARE EARNINGS
Three Months Ended
September 30,
1997 1996
----------------
Average shares outstanding ............................... 2,599 2,522
Net effect of dilutive stock options and warrants -
based on the treasury stock method using
average market price ................................ -- 15
----- -----
Shares used for computation .............................. 2,599 2,537
Net income ............................................... $ 973 $ 433
===== =====
Net Income per Common and Common Equivalent Share ........ $ .37 $ .17
===== =====
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 595
<SECURITIES> 21,040
<RECEIVABLES> 2,510
<ALLOWANCES> 83
<INVENTORY> 4,924
<CURRENT-ASSETS> 29,785
<PP&E> 11,079
<DEPRECIATION> 5,875
<TOTAL-ASSETS> 37,183
<CURRENT-LIABILITIES> 13,819
<BONDS> 2,811
0
0
<COMMON> 30
<OTHER-SE> 20,173
<TOTAL-LIABILITY-AND-EQUITY> 37,183
<SALES> 5,086
<TOTAL-REVENUES> 5,086
<CGS> 3,188
<TOTAL-COSTS> 3,188
<OTHER-EXPENSES> 1,786
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 245
<INCOME-PRETAX> 1,178
<INCOME-TAX> 205
<INCOME-CONTINUING> 973
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> .37
<EPS-DILUTED> .37
</TABLE>
