<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED March 31, 1996 COMMISSION FILE NUMBER 0-14229
---------------------- -----------
CROWN ANDERSEN INC.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1653577
- ----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
306 Dividend Drive, Peachtree City, Georgia 30269
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 486-2000
-------------------------
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
filing such requirements for the past 90 days. Yes X No
--- ---
=============================================================================
Class Outstanding at March 31, 1996
----------------------------- -----------------------------
Common Stock, $0.10 Par Value 1,561,635 shares
<PAGE>
CROWN ANDERSEN INC.
-------------------
INDEX
-----
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Part I. FINANCIAL INFORMATION:
Consolidated Balance Sheets--
March 31, 1996 and September 30, 1995 3
Consolidated Statements of Income--
Three Months and Six Months Ended March 31, 1996
and 1995 4
Consolidated Statements of Cash Flows--
Six Months Ended March 31, 1996 and 1995 5
Notes to Consolidated Financial Information 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
</TABLE>
2
<PAGE>
CROWN ANDERSEN INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1996 1995
------------ --------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 1,644,91 $ 3,751,637
Receivables:
Trade, less allowance of $200,842 and $166,192 for
possible losses 8,565,028 5,415,756
Other 96,570 92,848
Income taxes 137,911 157,094
Costs and estimated earnings in excess of billings on
uncompleted contracts 2,816,100 5,859,652
Inventories 2,835,779 671,672
Prepaid expenses 100,112 43,018
Current maturities of long-term note receivable 200,000 100,000
Deferred income taxes 289,785 289,785
----------- -----------
TOTAL CURRENT ASSETS 16,686,196 16,381,462
NOTE RECEIVABLE, less current maturities 940,000 1,090,000
EQUIPMENT HELD FOR RESALE 1,211,554 1,396,954
PROPERTY AND EQUIPMENT, less accumulated depreciation 1,700,597 1,815,541
DEFERRED INCOME TAXES 157,700 157,700
OTHER ASSETS 161,217 143,035
----------- -----------
$20,857,264 $20,984,692
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ - $ -
Accounts payable 3,806,153 4,678,832
Accruals:
Income taxes - 201,000
Compensation 306,933 414,993
Warranty 472,000 476,000
Miscellaneous 406,634 414,125
Billings on uncompleted contracts in excess of cost and
estimated earnings 16,919 190,889
Current maturities of long-term debt 1,120,558 579,987
Deferred income taxes 348,343 327,114
----------- -----------
TOTAL CURRENT LIABILITIES 6,477,540 7,282,940
LONG-TERM DEBT, less current maturities 804,808 621,253
DEFERRED INCOME TAXES 190,970 190,970
----------- -----------
TOTAL LIABILITIES 7,473,318 8,095,163
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $.10 par; shares authorized 5,000,000;
outstanding 1,561,635 156,164 156,164
Additional paid-in capital 2,905,801 2,905,801
Retained earnings 9,970,103 9,426,252
Foreign currency translation adjustment 351,878 401,312
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 13,383,946 12,889,529
----------- -----------
$20,857,264 $20,984,692
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
CROWN ANDERSEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
----------------------- ------------------------
1996 1995 1996 1995
----------------------- ------------------------
<S> <C> <C> <C> <C>
REVENUES:
Contracts $5,443,146 $4,829,332 $10,117,214 $9,251,341
Sales 389,932 303,294 931,016 605,668
Other - 4,800 32,047 9,600
---------- ---------- ----------- ----------
5,833,078 5,137,426 11,080,277 9,866,609
---------- ---------- ----------- ----------
COSTS AND EXPENSES:
Cost of contracts and sales 4,397,197 3,847,894 8,342,583 7,593,431
Selling, general and administrative 962,793 791,635 1,866,701 1,518,685
Interest and other 21,695 (8,694) 6,841 (52,227)
---------- ---------- ----------- ----------
5,381,685 4,630,835 10,216,125 9,059,889
---------- ---------- ----------- ----------
Income from operations before
taxes on income 451,393 506,591 864,152 806,720
TAXES ON INCOME 166,400 191,300 320,300 306,000
---------- ---------- ----------- ----------
NET INCOME $ 284,993 $ 315,291 $ 543,852 $ 500,720
========== ========== =========== ==========
AVERAGE SHARES AND EQUIVALENT SHARES
OUTSTANDING 1,561,635 1,561,635 1,561,635 1,561,635
========== ========== =========== ==========
EARNINGS PER SHARE $0.18 $0.20 $0.35 $0.32
========== ========== =========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
CROWN ANDERSEN INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended March 31,
----------------------------
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations $ 543,852 $ 500,720
Items in income from operations not affecting cash:
Depreciation and amortization 151,084 148,052
Provision for valuation of soil processor unit 180,000 180,000
Deferred income taxes 31,622 (464,146)
Loss (gain) on sales of fixed assets - (20,992)
Cash provided by (used for)
Trade and other receivables (3,187,807) (1,740,960)
Refundable income taxes 93,421 54,361
Costs and estimated earnings in excess of billings on
uncompleted contracts 3,043,552 (2,238,127)
Inventories (1,158,676) (217,131)
Prepaid expenses (58,556) 40,757
Accounts payable (844,654) 1,626,461
Accrued expenses (391,501) 41,151
Billings on uncompleted contracts in excess of costs and
estimated earnings (173,883) 141,114
Other (28,634) (13,523)
----------- -----------
Cash used for operating activities (1,800,180) (1,962,263)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds on sale of plastics segment, net of selling and
costs of $254,780 in fiscal 1995 - 4,960,260
Collection of note receivable 50,000 -
Proceeds from sale of fixed assets 3,298 89,905
Capital expenditures (58,983) (40,104)
----------- -----------
Cash provided by (used for) investing activities (5,685) 5,010,061
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction in notes payable - (363,072)
Reduction in long-term debt (284,577) (274,715)
----------- -----------
Cash used for financing activities (284,577 (637,787)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (16,284) 39,627
----------- -----------
CASH AND CASH EQUIVALENTS:
Net increase (decrease) during the year (2,106,726) 2,449,638
Balance at beginning of year 3,751,637 137,659
----------- -----------
BALANCE AT END OF PERIOD $ 1,644,911 $ 2,587,297
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
CROWN ANDERSEN INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
===========================================
1. Condensed footnotes:
-------------------
As contemplated by the Securities and Exchange Commission instructions to
Form 10-Q, the following footnotes have been condensed and therefore do not
contain all disclosures required in connection with annual financial
statements. Reference should be made to the notes to Crown Andersen Inc.'s
annual financial statements set forth in its Form 10-K for the year ended
September 30, 1995.
2. Discontinued operations:
-----------------------
During 1994, the Company sold the net assets of Crown and Roanoke to a
single buyer for $7.1 million ($5.9 million in cash and $1.2 million under a
note agreement. This note of $1.2 million bears interest at 7% per annum,
payable in two equal installments each year. The principal is payable in
seven installments over 60 months, requiring two payments of $50,000 each due
on March 30 and September 29, 1996. Four additional payments of $150,000 are
due on March 30, 1997; September 30, 1997; March 29, 1998; and September 29,
1998. The seventh and final principal payment of $490,000 is due on September
29, 1999.
Effective June 30, 1989, the operations of the Company's Struthers
thermo-Flood Corporation (STFC) subsidiary were substantially curtailed due to
continuing financial problems resulting primarily from significant losses on
two waste heat boiler contracts. The STFC technology was sold to the Babcock
& Wilcox on January 19, 1990. During fiscal 1992, STFC vacated the leased
Kansas property after it was discovered that it had been contaminated with
organic solvents prior to the time of the acquisition of STFC by the Company.
STFC filed for Chapter 7 bankruptcy protection on August 12, 1992, and the
trustee completed liquidation of STFC during February, 1994. STFC was
dissolved in fiscal year 1995. Litigation has arisen in connection with the
property formerly leased by STFC. See Note 8.
3. Earnings per share:
------------------
Earnings per share were computed by dividing consolidated net earnings by
the number of shares of common stock outstanding during the period. The stock
options outstanding during 1995 and 1996 were antidilutive and thus did not
affect earnings per share.
4. Stock options:
-------------
As of March 31, 1995, options to purchase 87,000 shares at an average
price of $8.4219 were outstanding under the Company's stock option plan.
The Company also has outstanding purchase warrants of 25,000 shares of
common stock under the Directors Stock Warrant Plan at $11.15 per share.
5. Revenue recognition:
-------------------
Revenues from contracts are reported on the percentage-of-completion
method. Under this method, the percentage of contract revenue to be
recognized currently is based on the ratio of costs incurred to date to total
estimated contract costs, after giving effect to the most recent estimate of
costs to complete. Revenues other than contracts are recorded when the
product is shipped or the service is rendered to the customers.
6. Inventories:
-----------
Inventories were $2,835,779 and $671,672 as of March 31, 1996 and
September 30, 1995, respectively. The amount of $2,835,779 at March 31, 1996
includes $2,020,000 of incineration equipment acquired from a former
competitor on December 28, 1995. This equipment is compatible with the
Company's existing products. The Company paid $1,000,000 in cash for this
equipment inventory and the balance of $1,020,000 is payable in three
installments over a two-year period under a non-interest bearing promissory
note.
6
<PAGE>
7. Equipment held for resale:
-------------------------
On September 30, 1992, the Company sold a soil processor unit under a
financing-type lease arrangement. As a result of the customer's default, the
Company, during 1994, terminated the lease and repossessed the equipment. On
September 30, 1994, the Company reclassified this asset as equipment held for
resale and reduced its carrying value from approximately $2.1 million to $1.8
million. As of March 31, 1996, the Company had further reduced the equipment
carrying value to $1.2 million.
8. Commitments and contingencies:
------------------------------
There are no significant changes to the information discussed in the
Company's annual report on Form 10K for the year ended September 30, 1995
(Note 11 to the Consoli-dated Financial Statements).
* * *
The financial information included in this report has not been
certified and should not be relied upon to the same extent as certified
financial statements. The financial information included in this report
reflects all adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for the interim period. Nevertheless,
the results shown are for interim periods and are not necessarily indicative
of results to be expected for the year.
7
<PAGE>
CROWN ANDERSEN INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
================================================
Introduction:
------------
Crown Andersen Inc. (Crown Andersen or the Company) is a publicly-traded
holding company for Andersen 2000 Inc. (Andersen) and, through Andersen, owns
all of the outstanding stock of Montair Andersen bv (Montair). As used
herein, unless otherwise indicated, the term "Company" refers to Crown
Andersen and the above-referenced two subsidiaries and "Andersen" refers to
Andersen and Montair.
Late in fiscal 1994, the Company sold the assets of Crown Rotational
Molded Products, Inc. (Crown) and its subsidiary, Roanoke Industries, Inc.
(Roanoke) to Snyder Industries, Inc. The Crown sale was approved by the
shareholders in September, 1994. The Company is no longer involved in the
plastics business. Its two remaining subsidiaries are engaged exclusively in
the pollution control and waste processing equipment businesses.
Liquidity and Capital Resources:
-------------------------------
Cash and cash equivalents of $1,644,911 at March 31, 1996 decreased
$2,106,726 from the September 30, 1995 balance of $3,751,637. The decrease
was primarily attributable to a reduction of accounts payable and a $1,000,000
cash payment made for the purchase of equipment inventory from a former
competitor. Cash used for operating activities amounted to $1,800,180.
Decreases in payables and increases in inventories more than offset net income
plus depreciation and amortization of $874,936. The increase in receivables
of $3,187,807 essentially offsets a decrease of $3,043,552 in costs and
estimated earnings in excess of billings on uncompleted contracts. These
changes reflect billings issued on a major contract in the second fiscal
quarter of 1996. A substantial percentage of these receivables was collected
in April 1996.
Cash used for investment activities totaled $5,685 and reflects capital
expenditures (primarily at Andersen).
Cash used for financing activities totaled $284,577 and reflects
reduction in long-term debt.
As disclosed in Note 7 to the Consolidated Financial Statements, the
Company repossessed certain equipment sold under a lease arrangement. The
Company has reduced the carrying value of this asset to approximately $1.2
million as of March 31, 1996 and it is reflected as equipment held for resale
in the accompanying consolidated balance sheet. During the first quarter of
1996, the Company leased this equipment on a short-term basis and received
$5,400. This amount was offset against the net carrying value of the
equipment.
As indicated in Note 8 of the Notes to the Consolidated Financial
Statements, the Company is one of several defendants in a legal action brought
by various holders of Industrial Revenue Bonds issued by the cities of
Winfield and Arkansas City, Kansas concerning the development of industrial
property near Winfield, Kansas. The Company believes that it has meritorious
defenses to the litigation due to the fact that Crown Andersen was not a party
to the bondholder's agreement, such agreement having been entered into by
Struthers Thermo-Flood Corporation ("STFC") prior to STFC being acquired by
the Company. In response to the lawsuit, STFC filed a liquidation proceeding
under Chapter
8
<PAGE>
7 of the Federal Bankruptcy Act. The Trustee in Bankruptcy abandoned the
property on September 17, 1992. The Bankruptcy Court entered an order of no
distribution on February 10, 1994. STFC was dissolved in March 1995. The
Company and its counsel believe that there is a strong likelihood of a
favorable outcome with no adverse financial results for the Company. Another
less likely outcome could result in the bondholders obtaining a judgement
against the Company in an amount not exceeding $500,000 plus attorneys' fees.
if a judgement were to be rendered against the Company for such amount,
payment would be made using the Company's existing cash reserves or from funds
available under its credit facility.
As of March 31, 1996, the Company had borrowed $0.3 million against
the credit facility of $0.9 million available to the Montair operation and had
issued $1.8 million in letters of credit against its $3.0 million U.S. line of
credit which has expired. Because of profitable operations and $4.5 million
received from the sale of the plastics business, the Company has adequate cash
reserves to meet its short-term cash needs. The Company's line of credit with
a U.S. bank expired in May 1995. The Company has paid all outstanding
advances from the U.S. bank. While the bank has not renewed the agreement, it
has allowed $1.8 million of letters of credit to continue outstanding against
the expired line of credit.
Under its expired current loan agreement, the Company was required to
obtain the bank's consent to pay cash dividends or to sell assets which
constitute collateral. The bank did not require compensation for its consent.
The Company has received a commitment from another bank for a $5.0
million short-term line of credit and a $1.0 million term loan. Closing on
this transaction is anticipated by mid June 1996.
Results of Operations:
---------------------
Revenues.
---------
Revenues for the first six months of fiscal 1996 were $11,080,277
compared with $9,866,609 for the first six months of fiscal 1995. For the
second quarter of fiscal 1996, revenues were $5,833,078 compared with
$5,137,426 for the comparable figure in 1995 and $5,247,199 for the first
three months of fiscal 1996. Foreign sales (including export sales by
Andersen and sales by the Netherlands subsidiary) were $8.6 million and $8.9
million for the first six months of fiscal 1996 and 1995, respectively, and
accounted for 77.6% and 89.9% of revenues. All changes in revenues are
related to the quantity of product sold, not to pricing changes.
The increase in revenues of $1,213,668 (12%) from fiscal 1995 was
attributable to a $793,590 increase at Montair (41%) and an increase of
$420,078 (5%) at Andersen.
The Company's revenue levels in the United States continued to be
adversely affected by the moratorium on new hazardous waste incineration
facilities in the United States. The Company estimates that U.S. revenues
have been reduced by approximately $2 - $3 million per year as a result of
this moratorium. The Company anticipates that foreign revenues will offset
domestic revenue losses. Because of the uncertainty in changes in United
States regulations, it is impossible to predict changes in demands for the
Company's products in the domestic market.
The Company has been successful and will continue to rely on the
international market to replace some of the lost U.S. business over the next
two years. The Company expects to at least maintain the current revenue
levels in fiscal 1996.
9
<PAGE>
Second quarter 1996 revenues increased $695,652 (13%) from the comparable
period in 1995. This increase was entirely attributable to Montair where
revenues increased 70%. revenues at Andersen declined $67,469 (1.5%).
Second quarter 1996 revenues exceeded the preceding fiscal quarter by
$585,879 (11%), primarily as a result of higher revenues generated at Montair
of $769,521. Andersen's revenues were $183,642 lower than in the first fiscal
quarter of 1996.
Cost of Sales.
--------------
For the first six months of fiscal 1996, cost of sales were $8,342,583 as
compared with $7,593,431 for the first six months of fiscal 1995. Second
quarter 1996 costs of sales were $4,397,197 as compared with $3,847,894 for
the second quarter of 1995 and $3,945,386 for the first quarter of 1996.
The increase in cost of sales of $749,152 (10%) was almost all
attributable to the increase in revenues. Margins increased 1.67%. Second
quarter 1996 costs of sales increased $549,303 (14%) from the comparable
period of 1995 as a result of higher revenues and a slight improvement in
margins (.48%).
Second quarter 1996 increased $451,811 (11%) as a result of higher
revenues and no change in margins.
Selling, General and Administrative Costs.
------------------------------------------
Selling, general and administrative costs for the first six months of
fiscal 1996 were $1,866,701 compared with $1,518,685 for the first six months
of fiscal 1995. For the second quarter of 1996, selling, general and
administrative costs were $962,793, as compared with $791,635 in the
comparable quarter of 1995 and $903,908 for the first quarter of 1996. As a
percentage of revenues, selling, general and administrative costs were 16.8%,
15.4%, 16.5%, 15.4% and 17.2% of revenues for the first six months of 1996 and
1995; the second quarter of 1996 and 1995; and the first quarter of 1996,
respectively. The current period increases of $348,016 (22.9%) and $171,148
(21.6%) over the comparable six months and second quarter periods of fiscal
1995 are primarily attributable to U.S. operations, and reflect increases in
commissions, professional fees and travel expenses.
Second quarter of 1996 expenses increased $58,885 (6.5%) over the
preceding fiscal quarter, all attributable to U.S. operations.
Interest and Other (Income) Expenses.
-------------------------------------
Interest and other (income) expenses for the first six months of fiscal
1996 were $6,841 compared with a credit of $52,227 for the comparable period
in 1995. For the second quarter of 1996, interest and other expenses were
$21,695 compared with a credit of $8,694 for the second quarter of 1995 and a
credit of $14,854 for the first quarter of 1996. The increases of $59,068 and
$30,389 for the current six months and second quarter from the comparable
periods of 1995 reflect a reduction in interest income, due to increases in
working capital requirements in 1996. Interest income exceeded interest
expense and other costs in the 1995 periods. The increase in expenses of
$36,547 from the preceding fiscal quarter also reflects a reduction in
interest income realized in the current fiscal quarter.
10
<PAGE>
Taxes on Income.
----------------
The effective tax rates for all periods are:
First 6 months of 1996 - 37.07%
First 6 months of 1995 - 37.94%
Second quarter of 1996 - 36.87%
Second quarter of 1995 - 37.77%
First quarter of 1996 - 37.29%
Net Income.
-----------
Net income for the first six months of 1996 was $543,852 or $0.35 per
share, compared with $500,720 or $0.32 per share for the first six months of
1995. For the second quarter of 1996, net income was $284,993 or $0.18 per
share compared with $315,291 or $0.20 per share for the second quarter of 1995
and $258,859 or $0.17 per share for the first quarter of 1996.
The increases in net income of $43,132 (9%) in the current six month
period over the comparable period of 1995 is the result of higher revenues.
Operations at Andersen accounted for 95% of this increase. In the second
quarter of 1996, net income decreased $30,298 (10%) from the second quarter of
1995. The earnings decrease was entirely attributable to Montair where
margins declined 8%. Net income realized by Andersen remained at about the
same level.
Second quarter 1996 net income increased $26,134 (10%) over the preceding
fiscal quarter as a result of higher revenues. Operations at Andersen
accounted for 87% of this increase.
Shares Outstanding.
-------------------
The average shares and equivalent shares outstanding were 1,561,635 in
the first six months and second quarter of 1996 and 1995 and in the first
quarter of 1996. The unexercised options and warrants are antidilutive for
all periods.
11
<PAGE>
CROWN ANDERSEN INC. AND SUBSIDIARIES
------------------------------------
PART II
OTHER INFORMATION
====================================
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Annual Meeting of Stockholders of the registrant was held
on February 21, 1996. At the Annual Meeting of Stockholders,
proxies were solicited under Regulation 14 of the Exchange Act
and all management nominees for the directors listed in the
proxy statement were elected. There was no solicitation in
opposition to management's nominees. In addition, the
following proposals were approved:
The appointment of BDO Seidman, LLP as independent
accountants of the Company for the fiscal year ending
September 30, 1996.
A proposal to amend the Certificate of Incorporation of
the Company.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibit 27. Financial Data Schedule
(b) No reports were filed on Form 8K during the quarter ended
March 31, 1996.
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.
CROWN ANDERSEN INC.
Dated: May 10, 1996 By: /s/ Jack D. Brady
------------------ -----------------------------
Jack D. Brady
Chairman of the Board
(Duly Authorized Officer)
Dated: May 10, 1996 By: /s/ Milton Emmanuelli
------------------ -----------------------------
Milton Emmanuelli
Secretary and Treasurer
(Principal Financial Officer)
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,644,911
<SECURITIES> 0
<RECEIVABLES> 8,765,870
<ALLOWANCES> 200,842
<INVENTORY> 2,835,779
<CURRENT-ASSETS> 16,686,196
<PP&E> 1,700,597
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,857,264
<CURRENT-LIABILITIES> 6,477,540
<BONDS> 804,808
0
0
<COMMON> 156,164
<OTHER-SE> 13,227,782
<TOTAL-LIABILITY-AND-EQUITY> 20,857,264
<SALES> 11,048,230
<TOTAL-REVENUES> 11,080,277
<CGS> 8,342,583
<TOTAL-COSTS> 10,216,125
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,841
<INCOME-PRETAX> 864,152
<INCOME-TAX> 320,300
<INCOME-CONTINUING> 864,152
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 543,852
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.35
</TABLE>
