FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1995
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: 0-14617
RHEOMETRIC SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
New Jersey 61-070841
________________________________ ___________________________
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication Number)
One Possumtown Road, Piscataway, NJ 08854
_________________________________________ _____________
(Address of principal executive offices) (Zip Code)
(908) 560-8550
____________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
_____ _____
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at November 1, 1995
__________________________ ______________________________
Common Stock, no par value 13,161,739
RHEOMETRIC SCIENTIFIC, INC.
FORM 10-Q
INDEX
Page
PART I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1995 and December 31, 1994 3
Condensed Consolidated Statements of Operations
Three and Nine Months Ended September 30,
1995 and 1994 4
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 1995 and 1994 5
Notes to Condensed Consolidated Financial
Statements 6-8
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial Condition
Results of Operations 8-10
Liquidity and Capital Resources 10-12
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 13
Signature 13
<PAGE>
RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION> (Audited)
(In thousands) (Unaudited) September December
30, 1995 31, 1994
<C> <C>
<S>
ASSETS
Current Assets
Cash $ 990 $ 747
Net receivables 12,033 10,106
Net inventories
Finished goods 2,597 2,952
Work in process 1,028 2,247
Assembled Components, materials,and parts 6,262 4,607
_____ _____
9,887 9,806
Prepaid expenses and other assets 1,330 687
_____ _____
Total current assets 24,240 21,346
______ ______
Property, Plant, and Equipment 21,357 21,311
Less accumulated depreciation and
amortization 11,308 10,827
______ ______
Net property, plant, and equipment 10,049 10,484
Goodwill and other intangible assets 3,480 2,283
Other Assets 633 997
______ ______
Total Assets $38,402 $35,110
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term bank borrowings $ 6,041 $ 6,429
Current maturities of long-term debt 499 595
Short-term debt - affiliate 6,115 --
Accounts payable 3,674 3,648
Restructuring reserve -- 132
Payable to affiliate 597 150
Accrued liabilities 4,240 4,200
Other current liabilities 300 --
______ ______
Total current liabilities 21,466 15,154
Long-term debt 5,523 5,688
Long-term debt - affiliate -- 3,715
Other Non-Current Liabilities 1,392 --
______ _______
Total liabilities 28,381 24,557
Shareholders' Equity
Common stock, stated value of $.001,
authorized 20,000 shares; issued and 13 13
outstanding 13,162 shares
Additional paid-in capital 24,759 24,759
Accumulated deficit (14,836) (14,262)
Cumulative translation adjustment 85 43
______ ______
Total shareholders' equity 10,021 10,553
______ ______
$38,402 $35,110
====== ======
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
RHEOMETRIC SCIENTIFIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30 September 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Sales $ 9,056 $ 8,591 $29,532 $25,489
Cost of sales 5,379 4,725 15,996 13,588
Gross profit 3,677 3,866 13,536 11,901
General and administrative expenses 628 943 2,371 2,466
Marketing and selling expenses 2,458 2,465 7,390 7,135
Research and development
expenses 739 604 2,213 1,910
Goodwill and intangible
amortization 163 99 488 221
Total Operating Expenses 3,988 4,111 12,462 11,732
Operating (loss) income (311) (245) 1,074 169
Interest (expense) - Banks (326) (311) (860) (873)
Interest (expense) - Affiliate (191) (160) (478) (367)
Interest income 7 3 23 6
Foreign currency (loss) gain (541) 20 (276) 480
______ _____ _____ _____
Loss before income taxes (1,362) (693) (517) (585)
Income tax benefit (expense) -- 297 (57) (22)
______ _____ _____ _____
Net loss $(1,362) $ (396) $ (574) $ (607)
====== ===== ===== =====
Net loss per share $ (0.10) $(0.03) $(0.04) $(0.05)
====== ===== ===== =====
Average number of shares
outstanding 13,162 13,162 13,162 11,969
====== ====== ====== ======
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
RHEOMETRIC SCIENTIFIC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(In thousands) (Unaudited) Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities: $ (574) $ (607)
Net loss
Adjustments to reconcile net loss to net
Provided by operating activities:
Depreciation and amortization of plant and
equipment 770 693
Amortization of goodwill and intangibles 488 216
Provision for slow moving inventory 308 359
Loss on sale/retirement of property, plant
and equipment 87 1
Unrealized currency loss (gain) 438 (605)
Changes in assets and liabilities:
Receivables (1,965) (30)
Inventories (327) (482)
Prepaid expenses and other current
assets (630) (123)
Accounts payable and accrued
liabilities 285 188
Income tax payable 25 (4)
Other assets 279 (89)
Other Non-Current Liabilities (47) --
____ ____
Net cash used in operating activities (863) (483)
____ ____
Cash Flows from Investing Activities:
Purchases of property, plant, and
equipment (302) (105)
____ ____
Net cash used in investing activities (302) (105)
____ ____
Cash Flows from Financing Activities:
Net borrowings (repayments) under line of
credit agreements (491) 29
Repayment of long-term debt (165) (508)
Proceeds from short-term debt - affiliate 2,400 660
Proceeds from long-term debt - affiliate -- 375
_____ _____
Net cash provided by financing activities 1,744 556
Effect of exchange rate changes on cash (336) 272
_____ _____
Net increase in cash 243 240
Cash at beginning of period 747 401
_____ _____
Cash at end of period $ 990 $ 641
===== =====
Cash payments for interest $ 935 $1,090
===== =====
Cash payments for income taxes $ 31 $ --
===== =====
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
RHEOMETRIC SCIENTIFIC, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies
The information included in the foregoing interim financial
statements is unaudited. In the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for
a fair presentation of financial position and results of operations
for the interim periods presented have been reflected herein. The
results of operations for the interim periods are not necessarily
indicative of the results to be expected for the entire year. Prior
year results have been restated to reflect the results of the
Polymer Laboratories Thermal Sciences Business ("PL Thermal Sciences
Business") acquired as of March 3, 1994 (see Note 3).
2. Liquidity
Management believes that the cash generated from operations, funds
available under the lines of credit, and funds received from Axess's
investments, should be sufficient to meet the Company's working
capital needs for the remainder of the fiscal year. Adequacy of
cash flows generated beyond 1995 will depend upon continued
relationships with banks or other lenders and the Company's ability
to achieve expected sales volumes to support profitable operations.
3. Acquisition
On November 10, 1994, at the Annual Meeting of Shareholders, the
shareholders approved the issuance by Rheometrics of 4,226,348
shares of Rheometrics Common Stock to Axess in exchange for the
contribution by Axess of all the outstanding capital stock of two
wholly-owned subsidiaries of Axess, ATS US and ATS UK. Shareholders
also approved the issuance of 1,023,652 shares of Rheometrics Common
Stock to Axess in connection with the exercise by Axess of the
convertible note of Rheometrics (the "Convertible Note") in the
principal amount of $1,339,000. These transactions represent the
transfer by Axess to Rheometrics of all of the PL Thermal Sciences
Business previously acquired by Axess.
The acquisition of the PL Thermal Sciences Business by Axess was
accounted for as a purchase for accounting and financial reporting
purposes and the subsequent acquisition of the PL Thermal Sciences
Business by Rheometrics was accounted for as a transfer and exchange
between companies under common control in a manner similar to a
pooling of interests. The Company's consolidated financial
statements reflect the assets and the liabilities so transferred at
historical cost (representing Axess's cost of the PL Thermal
Sciences Business). The transfer from Axess to Rheometrics
indicated above principally consisted of accounts receivable of
$2,576,000, inventory of $3,159,000, certain other assets of
$495,000, certain accounts payable and other liabilities of
$1,676,000 and goodwill of $2,592,000. The Company's consolidated
financial statements reflect the acquisition from March 3, 1994,
since at that date both the Company and the PL Thermal Sciences
Business were under the common control of Axess.
4. Mettler-Toledo Agreement
On January 1, 1995, the Company acquired from Mettler-Toledo AG
("Mettler") the exclusive, worldwide rights for two rheological test
instruments, the RM180 and RM260, that serve the coatings, paints,
biological fluids, cosmetics, and lubricants industries.
The Company will pay Mettler for manufacturing the products plus a
10% royalty payment on sales. After the Company assumes
manufacturing, Mettler will receive quarterly royalty payments based
upon a percentage of sales or a minimum payment formula.
The Company established the liability by discounting the expected
payments at the Company's incremental borrowing rates. An
intangible asset was established and is being amortized over the six-
year life of the agreement on a straight-line basis
6. Loss Per Share
Loss per share is computed based on the weighted average number of
common shares outstanding during each period. The loss per share
calculation does not include shares reserved for stock options and
convertible securities since the effects are immaterial or
antidilutive.
7. Long-term Debt and Short-term Borrowings
Long-term debt consists September 30, December 31,
of the following: 1995 1994
Mortgage loans payable through $ 6,020,000 $ 6,185,000
November 1997, with interest at
prime plus 1/2% (9.25% at
September 30,1995 and 9.0% at
December 31, 1994)and fixed
interest at 9.6%
Obligations under capital leases, 2,000 98,000
with interest imputed at a
weighted-average rate of 12% __________ _________
6,022,000 6,283,000
Less current maturities 499,000 595,000
$5,523,000 $ 5,688,000
The Company has working capital lines of credit with certain
domestic and foreign banks aggregating $7,193,000 of which
approximately $1,152,000 was available as of September 30, 1995. A
$175,000 reduction of the domestic line was scheduled for September
30, 1995. On September 30, 1995 the line was reduced by $75,000
with a moratorium on the remaining $100,000. On October 20, 1995,
the Company ended the moratorium and said $100,000 reduction was
effectuated on October 21, 1995. Borrowings as of September 30, 1995
amounted to $2,820,000 with domestic banks and $3,221,000 with
foreign banks. Interest on the domestic lines of credit as of
September 30, 1995 is 9.75%, 9.5% as of December 31, 1994.
Interest rates on the foreign lines of credit range between 2.25% to
11.25% as of September 30, 1995 and between 3.875% to 11.5% as of
December 31, 1994. The long-term and short-term borrowings with
domestic banks are cross-collateralized by the Company's assets.
The borrowings with foreign banks are partially collateralized by
letters of credit issued by a domestic bank ($2,400,000) and a lease
deposit held by a foreign bank. Under the terms of the letters of
credit, the Company must maintain a cash collateral account on
behalf of the domestic bank. As of September 30, 1995, this
restricted cash was approximately $998,000 and is included in
prepaid expenses and other current assets.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Results of Operations
Sales for the three and nine months ended September 30, 1995 increased
by $465,000 and $4,043,000 (or 5.4% and 15.9%), respectively, as
compared to the corresponding periods in 1994. The growth in revenues
for the nine-month period resulted from increases of : $665,000,
952,000 and $2,426,000 in the Americas, Europe and the Far East
respectively. The growth in revenues in the three-month period
represents an increase in the Far East of $961,000. This increase was
offset by a decline in the Americas and Europe of $149,000 and
$347,000, respectively. For the nine-month period total international
sales of $20,001,000 represented 67.7% of total sales compared to 1994's
international sales of $16,623,000 which amounted to 65.2% of total
sales. For the third quarter international sales equaled $5,948,000 or
65.7% of total sales compared to last years third quarter sales of
$5,334,000 or 62.1%. For both the three and nine-month periods sales
were favorably impacted by foreign currency trends. In addition, the
nine-month period benefited from three full quarters of the PL Thermal
Sciences Business as well as the recently acquired Mettler instruments.
The gross profit percentages for the three and nine-months ended
September 30, 1995 were 40.6% and 45.8%, respectively. This compares to
45.0% and 46.7% for the same periods in the prior year. The decline in
gross profit percentage can be attributed to unfavorable manufacturing
variances arising from early production runs of a new instrument and
its related accessories. Management expects that these variances will
decline with each subsequent production run.
Operating expenses for the three and nine-month periods ended September
30, 1995 were down $123,000 and up $730,000 compared to corresponding
periods in the prior year. For both the three and nine-month periods
operating expenses were adversely affected by foreign currency trends,
which raised the level of the Company's operating expenses by
approximately $123,000 and $566,000, respectively. In addition,
operating expenses also increased by $501,000 in the nine-month period
due to three full quarters of the PL Thermal Sciences Business as
opposed to approximately seven months in the prior nine-month period.
Net interest expense for the three and nine-months ended September 30,
1995 increased by $42,000 and $81,000 compared to the corresponding
periods in the prior year. These increases can be attributed to higher
average debt balances outstanding during the period as interest rates
remained relatively stable.
The foreign currency losses for the three and nine-month periods ended
September 30, 1995 were $541,000 and $276,000, respectively. The losses
during the third quarter were primarily due to unrealized losses in the
Japanese Yen, British Pound, German Mark and French Franc offset by a
gain in the Swiss Franc resulting from the Mettler agreement. For the
nine-month period the losses were primarily due to unrealized losses in
the Japanese Yen and Swiss Franc offset by gains in the British Pound,
German Mark and French Franc. The foreign currency gains for the three
and nine-months ended September 30, 1994 of $20,000 and $480,000,
respectively, were primarily due to unrealized translation gains
resulting from the strengthening of the French Franc, German Mark and
Japanese Yen against the U.S. Dollar.
Inherent in the Company's business is the potential for inventory
obsolescence for older products as the Company develops new products.
Obsolescence has historically related to parts inventory. The Company
continuously monitors its exposure relating to excess and obsolete
inventory and establishes appropriate valuation reserves. The Company's
development efforts generally enhance existing products or relate to new
markets for existing technology and, therefore, existing products are
generally not rendered obsolete.
The Financial Accounting Standards Board issued Statement of Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of" ("FAS 121") in March 1995.
FAS 121 requires companies to review their long-lived assets and certain
identifiable intangibles (collectively, "Long-Lived Assets") for
impairment whenever events or changes in circumstances indicate that the
carrying value of a Long-Lived asset may not be recoverable. Impairment
is measured using the lower of a Long-Lived Asset's book value or fair
value, as defined. Management believes that the future adoption of FAS
121 will not have a material impact on the Company's financial position
or results of operations.
Liquidity and Capital Resources
Management believes that cash generated from operations, funds available
under lines of credit, and funds received from Axess's investments,
should be sufficient to meet the Company's working capital needs for the
remainder of the fiscal year. Adequacy of cash flows beyond 1995 will
depend upon continued relationships with banks and other lenders and the
Company's ability to achieve expected sales volumes to support
profitable operations.
Cash Flows from Operations. Net cash used in operating activities
during the nine-months ended September 30, 1995 was $863,000, an
increase of $380,000 over the same period last year. Net loss for the
nine-months ended September 30, 1995 was $575,000 compared to a loss of
$607,000 during the same period last year. During the nine-month period
accounts receivable increased by $1,965,000 which can be attributed to
historically longer credit terms associated with international sales.
In addition, inventories increased by $327,000 over the nine-month
period. Management continuously monitors inventory levels on a world-
wide basis in order to maximize inventory usage.
Cash Flows From Investing. Net cash used in investing activities during
the nine-months ended September 30, 1995 was $302,000 as compared to
$105,000 during the same period in 1994. The majority of the
expenditure relates to lease-hold improvements made during the
relocation of the Company's Japanese sales office subsidiary.
Cash Flows From Financing. Net cash provided by financing activities
during the nine-month period ended September 30, 1995 was $1,744,000 as
compared to $556,000 during the same period in the prior year. As
further described in the following paragraph Axess extended the Company
additional working capital of $2,400,000 during the year.
On April 13, 1995, Axess agreed that it would provide $2,400,000 in
additional working capital to the Company in the form of subordinated
debt. The subordinated debt will mature on April 30, 1996 and will
bear interest at 12% payable monthly. In addition, Axess agreed that
it would extend the maturities on all debt obligations ($3,715,000 at
March 31, 1995) of the Company to Axess until April 30, 1996, the
interest of which would also be subject to deferral. On April 13, 1995
Axess also agreed to defer interest payments on all debt obligations
(including the $2,400,000) through September 30, 1995. On April 17,
1995, Axess funded the $2,400,000 to the Company as subordinated debt.
On September 28, 1995, Axess further extended the above mentioned
interest payment deferral through December 31, 1995.
On April 26, 1995, the Company and the domestic banks revised and
extended the existing line of credit agreements to April 30, 1996.
Under the terms of the commitment, the Company's domestic lines of
credit were extended to April 30, 1996 and will remain at $3,720,000
until September 30, 1995, and will be reduced to $3,545,000 on
September 30, 1995, to $3,220,000 on December 31, 1995, and to
$2,720,000 on March 31, 1996. Under the revised agreements (including
the mortgage loans payable), the most restrictive financial covenants
are (a) the maintenance of minimum tangible net worth, as defined, of
at least $4,753,000 as of March 31, 1995, $5,900,000 as of June 30,
1995, $5,800,000 as of September 30, 1995 and $6,720,000 as of December
31, 1995; (b) the maintenance of a maximum debt to tangible net worth
ratio, as defined, of 5.56 to 1 as of March 31, 1995, 4.55 to 1 as of
June 30, 1995, 4.37 to 1 as of September 30, 1995 and 3.66 to 1 as of
December 31, 1995; (c) the maintenance of a current ratio, as defined,
of at least 0.98 to 1 as of March 31, 1995, 1.07 to 1 as of June 30,
1995, 1.08 to 1 as of September 30, 1995 and 1.13 to 1 as of December
31, 1995.
On April 26, 1995, the domestic banks extended the Company's letters of
credit of approximately $2,400,000 which partially collateralized its
foreign bank borrowings to April 30, 1996.
On April 26, 1995, the Company and the domestic banks agreed to a
moratorium on the mortgage loan principal payments from April 26, 1995
to September 29, 1995 (amounting to $41,416 per month), at which time
the Company shall pay in full the deferred principal payments.
Commencing on October 1, 1995, the Company will resume scheduled
principal payments.
On August 15, 1995, the domestic banks extended the condition that the
Company would obtain, within sixty (60) days of signing the Third
Amendment to the Restructuring Loan and Security Agreement dated
November 22, 1991, as amended May 26, 1992, December 31, 1993 and as of
April 26, 1995, all obtainable guarantees and pledges which remain
outstanding pursuant to Section 11. Foreign Subsidiaries,
Guarantees/Pledges and agreed that the Company would use their best
efforts to comply with said requirements. On November 14, 1995 the
Company agreed it would obtain, within sixty (60) days this date the remaining
outstanding foreign subsidiaries, guarantees/pledges.
On November 14, 1995 the domestic banks waived certain covenant
violations with respect to restrictive covenants as of September 30,
1995. Specifically, the waived covenant violations were: (i) the Inter-
Company Accounts Receivable, whereas no intercompany transactions with
the British Subsidiaries will result in an aggregate net account
receivable due to the Borrower in excess of $150,000. As of September
30, 1995, the Company's accounts receivable balance from the British
Subsidiary amounted to $526,000. The Inter-Company Accounts Receivable
terms are currently under negotiation; and (ii)Maximum debt to tangible
net worth, whereas the Company, on a consolidated basis, shall not
cause, suffer, or permit the ratio to become more than 4.37 to 1.00 as
of September 30, 1995. The maximum debt to tangible net worth waiver
is required because the payments to the banks for the deferred
principal payments which was approximately $207,000, did not occur
until October, and the continued deferment of the Axess interest
payments of $335,000. These payments were scheduled to occur on
September 29, 1995. If the balance for September 30 were adjusted as if
these payments did occur in September, the Company would not have been
in violation.
The Company's mortgage loans, lines and letters of credit are subject
to acceleration in the event that there is a material and adverse
change in the condition or affairs, financial or otherwise, of the
Company which in the reasonable opinion of the domestic banks impairs
the banks' collateral or increases their risk so as to jeopardize the
repayment of the obligations.
The Company is in the process of investigating alternative sources of
financing for both its mortgage debt and bank lines of credit.
See Statement of Cash Flows for further details of the Company's cash
flows.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on June 22, 1995, the
following items were called and received the following vote:
The shareholders nominated and elected the directors to hold office
until the next annual meeting of shareholders and until their respective
successors have been elected and qualified with the following results:
The vote for director nominee Robert E. Davis, For 12,984,650; Withheld
4,211; not voted 172,878. The vote for director nominee David C.
Beehler, For 12,984,650; Withheld 4,211; not voted 172,878. The vote
for director nominee Alexander F. Giacco, For 12,984,650; Withheld
4,211; not voted 172,878. The vote for director nominee Richard J.
Giacco, For 12,984,650; Withheld 4,211; not voted 172,878. The vote for
director nominee R. Michael Hendricks, For 12,984,650; Withheld 4,211;
not voted 172,878. The vote for director nominee Robert K. Prud'homme,
For 12,984,650; Withheld 4,211; not voted 172,878.
The shareholders also ratified the appointment of Coopers & Lybrand
L.L.P. as the independent auditors of the Company for the fiscal year
ending December 31, 1995 with the following results: For 12,984,650;
Abstain 3,100; Against 1,111; not voted 172,878.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
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.
RHEOMETRIC SCIENTIFIC, INC.
(Registrant)
November 14, 1995 By /s/ J C Fuhrmeister
____________________
John C. Fuhrmeister
Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the third
quarter 10-Q and is qualified in its entirety by reference to such 10-Q.
</LEGEND>
<CIK> 0000779164
<NAME> RHEOMETRIC SCIENTIFIC
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 990
<SECURITIES> 0
<RECEIVABLES> 12,033
<ALLOWANCES> 0
<INVENTORY> 9,887
<CURRENT-ASSETS> 24,240
<PP&E> 21,357
<DEPRECIATION> 11,308
<TOTAL-ASSETS> 38,402
<CURRENT-LIABILITIES> 21,466
<BONDS> 5,523
<COMMON> 13
0
0
<OTHER-SE> 10,008
<TOTAL-LIABILITY-AND-EQUITY> 38,402
<SALES> 29,532
<TOTAL-REVENUES> 29,532
<CGS> 15,996
<TOTAL-COSTS> 15,996
<OTHER-EXPENSES> 12,462
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1338
<INCOME-PRETAX> (517)
<INCOME-TAX> (57)
<INCOME-CONTINUING> ( 574)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (574)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
