<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997 Commission File Number: 0-14618
-----------------------------
VECTRA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1160888
(State of incorporation) (I.R.S. Employer Identification No.)
6203 San Ignacio Avenue, Suite 100
San Jose, CA 95119
(Address of principal executive offices)
(408) 629-9800
(Registrant's telephone number)
-------------------------------------
Indicate by checkmark 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 [ ]
THERE WERE 7,833,527SHARES OF REGISTRANT'S COMMON STOCK OUTSTANDING AS OF MAY 8,
1997.
- -------------------------------------------------------------------------------
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
-------------
<S> <C>
Condensed Consolidated Balance Sheets as of March 31, 1997, and
December 31, 1996 4 & 5
Condensed Consolidated Statements of Operations for the Three
Months Ended March 31, 1997, and March 31, 1996 6
Condensed Consolidated Statements of Cash Flow for the Three
Months Ended March 31, 1997, and March 31, 1996 7
Notes to Condensed Consolidated Financial Statements 8-14
</TABLE>
3
<PAGE>
VECTRA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31,
(UNAUDITED) 1996
ASSETS -------------- ------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 2,743 $ 2,741
Securities available for sale 1,569 1,330
Assets held for disposition -- 3,430
Accounts Receivable, net of allowance ($84 in 1997 and 1996) 2,194 7,082
Costs and estimated earnings in excess of billings on
uncompleted contracts 1,503 1,153
Inventories 462 251
Prepaid expenses 290 297
-------------- ------------
Total Current Assets 8,761 16,284
-------------- ------------
Property, Plant and Equipment, at cost
Machinery and equipment 3,985 4,042
Furniture and fixtures 1,063 895
-------------- ------------
Total Property, Plant and Equipment 5,048 4,937
Less accumulated depreciation 2,134 2,093
------------- ------------
Net Property, Plant and Equipment 2,914 2,844
Licenses, patents and other intangibles, at cost, net of
accumulated amortization 3,908 3,600
Investments and long-term prepaid costs 410 404
Other assets 30 31
------------- ------------
Total Assets $16,023 $23,163
------------- ------------
------------- ------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
VECTRA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(in thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31,
(UNAUDITED) 1996
-------------- ------------
<S> <C> <C>
LIABILITIES
Current Liabilities
Notes payable $ -- $ 400
Accounts payable 1,288 5,957
Accrued payroll and related expenses 554 715
Other accrued liabilities 1,133 2,041
Accrued liabilities related to sale of subsidiaries 1,411 1,894
Billings in excess of costs and estimated earnings
on uncompleted contracts 576 400
-------------- ------------
Total Current Liabilities 4,962 11,407
Long-term liabilities 1,430 1,382
-------------- -----------
Total Liabilities 6,392 12,789
-------------- -----------
SHAREHOLDERS' EQUITY
Class A Preferred Stock, 4,100,000
shares authorized, none
issued or outstanding -- --
Common Stock, $0.01 par value,
30,000,000 shares authorized;
7,833,527 shares issued and
outstanding in 1997 and 1996 44,960 44,960
Accumulated deficit (35,329) (34,586)
-------------- -----------
Total Shareholders' Equity 9,631 10,374
-------------- -----------
Total Liabilities and Shareholders' Equity $16,023 $23,163
-------------- -----------
-------------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE>
VECTRA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
MARCH 31, MARCH 31,
1997 1996
------------- -----------
<S> <C> <C>
Revenues $1,502 $24,497
Cost of revenues 1,080 17,478
------------- -----------
Gross margin 422 7,019
Operating expenses
Research and development expenses 21 17
Selling, general and administrative expenses 1,196 6,493
------------- -----------
Total operating expenses 1,217 6,510
------------- -----------
Operating income (loss) (795) 509
Interest income (expense), net 64 (463)
------------- -----------
Income (loss) before income taxes (731) 46
Provision for income taxes 6 6
------------- -----------
Net income (loss) $ (737) $ 40
------------- -----------
------------- -----------
Net income (loss) per share (0.09) $ 0.01
------------- -----------
------------- -----------
Number of shares used to calculate net
income (loss) per share 7,833,527 7,833,527
------------- -----------
------------- -----------
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
<PAGE>
VECTRA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------
MARCH 31, MARCH 31,
1997 1996
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (737) $ 40
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
Depreciation and amortization 104 514
Changes in operating assets and liabilities:
Decrease in accounts receivable and costs and estimated
earnings in excess of billings 4,538 970
Increase in inventories and prepaid expenses (204) (707)
Decrease in accounts payable and accrued expenses (6,467) (610)
-------- ---------
Net cash provided/(used) by operating activities (2,766) 207
-------- ---------
Cash flows from investing activities:
Proceeds from sale of subsidiaries 3,900 --
Purchases of securities available for sale (250) --
Sales and maturities of securities available for sale 5 231
Capital expenditures (111) (1,048)
Increase in patent and license costs (377) --
Decrease in other assets 1 4
-------- ---------
Net cash provided/(used) by investing activities 3,168 (813)
-------- ---------
Cash flow from financing activities:
Repayments under short-term loans (400) --
-------- ---------
Net cash used by financing activities (400) --
-------- ---------
Net increase (decrease) in cash and cash equivalents 2 (606)
Cash and cash equivalents at beginning of period 2,741 2,834
Cash and cash equivalents at end of period $ 2,743 $2,228
-------- ---------
-------- ---------
Cash paid for interest $ -- $ 430
Cash paid for income taxes $ 16 $ --
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7
<PAGE>
VECTRA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
VECTRA Technologies, Inc. ("VECTRA" or the "Company") have been prepared in
accordance with generally accepted accounting principles 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 only normal recurring adjustments, considered
necessary for a fair presentation of financial position and results of
operations, have been included. Operating results for the three month
period ended March 31, 1997, are not necessarily indicative of the results
that may be expected for the full year. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and footnotes thereto included in the
Company's 1996 Annual Report on Form 10-K.
2. EARNINGS PER SHARE
Net loss per share for the three months ended March 31, 1997 is based upon
the weighted average number of common shares outstanding during the period.
Net income per share for the three months ended March 31, 1996, is based
upon the weighted average number of common shares outstanding during the
period plus the dilutive effect of stock options and warrants. Net income
per share on a fully diluted basis was the same as the primary income per
share.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE,
which is intended to simplify the calculation of earnings per share.
Statement 128 is effective for both interim and annual financial statements
for the periods ending after December 15, 1997 and may not be applied
earlier.
3. INDEBTEDNESS TO BANKS
As of March 31, 1997, the Company has reserved 1,300,977 shares of common
stock for warrants previously earned by banks.
4. SALE OF WASTE BUSINESS TO MMT OF TENNESSEE INC.
On January 29, 1997, the Company sold its low level radioactive waste
packaging and transportation services operations (the "Waste Business") to
MMT of Tennessee Inc. ("MMT"). MMT purchased substantially all of the
assets of the Waste Business except for: cash, accounts receivable,
deferred contract start-up costs, accounts payable and provisions for
contract loss and decommissioning. The form of the transaction was a sale
of assets pursuant to an Asset Purchase Agreement dated January 29, 1997.
The total purchase price of $3.9 million was added to working capital in
1997 and no gain or loss was recorded on the sale in the first quarter of
1997.
5. CONTINGENCIES
The Company is self-insured for general liability risk for $1.0 million per
occurrence and $2.0 million in the aggregate. Coverage above the self-
insured limits is provided for under an umbrella policy with a commercial
insurance company. The Company's general liability risk insurance excludes
professional errors and omissions. Such insurance is purchased on a
contract specific basis as required by the customer.
8
<PAGE>
VECTRA TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)
5. CONTINGENCIES (CONTINUED)
As of March 31, 1997, the Company has accrued approximately $0.6 million
for unreported and/or potential losses. Actual self-insurance losses may
differ from such estimates and such differences could be material to the
financial statements.
The radioactive materials handled by the Company are the legal
responsibility of the Company's utility customers. The Company does not
take title to such materials. In the event of an accident or incident
involving such material, the Company is covered under insurance carried by
and provided to operators of nuclear plants or transporters of nuclear
materials.
6. NEW PRONOUNCEMENTS
In February 1997, the FASB issued two new statements: Statement of
Financial Accounting Standards No. 128, EARNINGS PER SHARE (see 2. Earnings
Per Share, above), and Statement of Financial Accounting Standards No. 129,
DISCLOSURE OF INFORMATION ABOUT CAPITAL STRUCTURE. Both Statements are
effective for periods ending after December 15, 1997. Public companies
have always been required to make the disclosures now required by Statement
129 and the Company will not have to make any additional disclosures.
7. SUBSEQUENT EVENTS
On April 22, 1997, the Company announced the appointment of Mr. Vincent
Franceschi to the offices of President and Chief Operating Officer. Mr.
Ray Fortney will continue on as Chief Exeuctive Officer for sixty days
and thereafter remain as a Director of the Company. In April 1997 the
Company accrued a liability of approximately $267,000 relating to the
notice, severance and other provisions of Mr. Fortney's executive
employment agreement.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
This Management's Discussion and Analysis of Financial Conditions and Results
of Operations contains forward-looking statements that involve risks and
uncertainties. VECTRA Technologies, Inc.'s ("VECTRA" or the "Company")
actual results may differ significantly from the results discussed in the
forward looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in ITEM 1. BUSINESS in the
Company's 1996 Annual Report on Form 10-K and in this item under "Fabrication
Activities Hold" and "Liquidity and Capital Resources" discussed below.
DIVESTITURES
On January 29, 1997, the Company sold its low level radioactive waste packaging
and transportation services operations (the "Waste Business") to MMT of
Tennessee Inc. ("MMT"). MMT purchased substantially all of the assets of the
Waste Business except for: cash, accounts receivable, deferred contract start-up
costs, accounts payable, and provisions for contract loss and decommissioning.
The form of the transaction was a sale of assets pursuant to an Asset Purchase
Agreement dated January 29, 1997. The total purchase price of $3.9 million was
added to working capital in 1997 and no gain or loss was recorded on the sale in
the first quarter of 1997.
FABRICATION ACTIVITIES HOLD
In January 1997, the Company received a Demand for Information letter ("DFI")
from the U. S Nuclear Regulatory Commission (the "NRC") requesting that
VECTRA respond as to why: (1) the NRC should not require VECTRA to perform a
comprehensive review of its design control to verify that its specifications
have been accurately translated to the fabricators; (2) the NRC should not
require VECTRA to perform a comprehensive review of all design changes and
nonconformances since 1995 to determine if any generic implications exist;
and (3) the NRC should not issue an order to suspend fabrication activities.
As a result of the DFI, in January 1997 the Company voluntarily placed a hold
on fabrication activities associated with its NUHOMS-registration mark- and
UX-30 products to allow the Company and its consultants to conduct a complete
assessment of its processes from engineering through fabrication in order to
address the root causes of deficiencies in its Quality Control operations.
The assessment by the Company and its consultants determined that the
composition of VECTRA's Quality Assurance Program is adequate and does not
require major restructuring; however, there have been deficiencies in the
implementation of the program and the Company must implement corrective
actions and other recommended changes to restore confidence with clients and
the NRC. The Company has developed a detailed plan to assess its design
control, quality control and specification development activities for all of
its products. This plan has been developed and is being implemented with the
assistance of Performance Improvement International, a leading root cause
assessment company in the nuclear industry. This plan formed the basis of the
Company's response to the DFI which was filed on April 11, 1997. The
Company's response addressed the corrective action program to be implemented
to correct any nonconformances. On May 9, 1997, the Company met with the NRC
in public session to review its response. The NRC indicated that the steps
taken to date seemed responsive to their stated concerns and requested
additional clarifying information. The NRC also informed the Company that it
would inspect VECTRA's DFI related corrective action program implementation
prior to VECTRA's resumption of fabrication activities.
Additionally, the Company's NUHOMS-registration mark- customers also plan
their own inspection of VECTRA's DFI related corrective action program
implementation prior to the NRC's inspection and VECTRA's resumption of
fabrication activities for their projects. The Company anticipates further
delays related to the subsequent customer and NRC inspections and cannot
predict at this time when it will restart fabrication activities. The Company
expects that the deferral in revenues and gross margin resulting from the
suspension of fabrication activities together with the costs of the DFI
related corrective action program implementation and the subsequent customer
and NRC inspections will, at a minimum, result in further net losses in the
second and third quarters of 1997 and the utilization of a substantial
portion of its available working capital. There can be no assurances that the
NRC ultimately will find the Company's corrective action implementation
program acceptable or that the NRC will not issue an order to suspend
fabrication in the event the Company lifts the Company's unilateral
suspension and resumes fabrication. Prior to the suspension, fabrication
activities constituted most of the Company's revenues. Continued suspension
of fabrication will have a material adverse impact on the Company's
operations, financial performance and working capital. The longer the delay,
the more significant will be the adverse impact.
10
<PAGE>
FABRICATION ACTIVITIES HOLD (CONTINUED)
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED MARCH 31, 1997, COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1996
REVENUES Total revenues decreased $23.0 million (93.4%) to $1.5 million in the
three month period ended March 31, 1997, from the comparable period in 1996.
Excluding the revenues of VECTRA Technologies Ltd. ("VECTRA UK") which was
sold in April 1996, the Company's nueclear engineering services business,
power services business, and government services business, (collectively, the
"Engineering Businesses") which were sold in August 1996 and the Waste
Business, the Company's revenues decreased $1.5 million (50.6%), to $1.5
million from $3.0 million. This decrease was the direct result of the
Company, in January 1997, voluntarily placing a hold on the fabrication
activities associated with its NUHOMS-Registered Trademark- and UX-30
products in response to the NRC's Demand for Information letter.
Substantially all of the Company's revenues are derived from fabrication
activiites associated with its NUHOMS-Registered Trademark- and UX-30
products. The Company anticipates further delays related to the DFI related
corrective action program implementation and the subsequent customer and NRC
inspections and cannot predict at this time when it will restart fabrication
actitives.
11
<PAGE>
THE THREE MONTHS ENDED MARCH 31, 1997, COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1996 (CONTINUED)
GROSS MARGIN Total gross margin decreased $6.6 million in the first quarter
of 1997; however, as a percent of revenue, margin was comparable, decreasing
to 28.1% in 1997 from 28.7% in 1996. Excluding the gross margin of VECTRA
UK, the Engineering Businesses and the Waste Business, gross margin remained
relatively constant, decreasing to 28.1% in the first quarter of 1997 from
28.9% in the same period of 1996. Each of the Company's contracts is
negotiated independently and varies with respect to gross margin and, due to
changes in the mix of contracts and the deliverables under those contracts,
the Company's gross margin may vary significantly from quarter to quarter.
OPERATING EXPENSES The Company's operating expenses decreased $5.3 million
(81.3%) to $1.2 million in the first quarter of 1997 from $6.5 million in the
first quarter of 1996. Excluding the operating expenses of VECTRA UK, the
Engineering Businesses and the Waste Business, operating expenses decreased $0.8
million in the first quarter of 1997, a 38.9% decrease from the first quarter of
1996, primarily due to a decrease in corporate overhead costs. Until the
Company resumes fabrication activities, operating expenses are expected to
increase as a result of labor costs, formerly associated with costs of
revenues, now being focused upon DFI related corrective action program
implementation and the subsequent customer and NRC inspections.
NET INCOME (LOSS) Operating income decreased $1.3 million to a $0.8 million
loss in the first quarter of 1997 from a profit of $0.5 million in the same
period of 1996 (See GROSS MARGIN and EXPENSES discussion, above). In addition,
interest expense decreased by $0.5 million in the same time period because of
the elimination of all bank debt in the third quarter 1996. As a result of the
foregoing, net loss increased $0.8 million to a $0.7 million loss in the first
quarter of 1997 from a break-even position in the first quarter of 1996. The
Company expects that the lack of revenues and gross margin resulting from the
suspension of fabrication activities together with the increased operating
expenses of the DFI related corrective action program implementation and the
subsequent customer and NRC inspections will, at a minimum, result in further
net losses in the second and third quarters of 1997.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided/used by operating activities is comprised of two
components, net income (loss) adjusted for non-cash items and changes in
operating assets and liabilities.
Net loss adjusted for non-cash items used approximately $0.6 million in the
first three months of 1997 and provided $0.6 million in the same period of
1996. This reflects the decreased operating profitability of the Company, as
detailed in the RESULTS OF OPERATIONS for the three months ended March 31,
1997, above.
In the first three months of 1997, $6.5 million was used to reduce accounts
payable and accrued expenses, while a decrease in accounts receivable
provided $4.5 million. These changes were primarily a result of the Company,
in January 1997, voluntarily placing a hold on the fabrication activities,
thus not generating accounts receivable or trade accounts payable from
fabrication activities. The Company will not continue to have significant
amounts of cash provided by the collection of accounts receivable until new
accounts receivable are generated from the resumption of fabrication
activities.
As a result of the foregoing, operating activities used $2.8 million in the
first three months of 1997, an approximate $3.0 million greater usage than cash
expended in the same period of 1996.
Capital expenditures, including expenditures for licenses and patents, for the
first quarter of 1997 decreased $0.6 million from the same period of 1996, when
expenditures were made primarily for equipment required by the Waste Business.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
During 1997, the Company used $0.4 million for the continuing licensing
activity for the Company's Fuel Services operations' NUHOMS-Registered
Trademark-storage and transportation cask for spent nuclear fuel. The
Company's capital expenditures for the balance of 1997 are expected to be for
the continuing licensing activity for these casks.
The Company anticipates that it will need to devote significant capital
resources to technology development and licensing activities in the future in
order to remain competitive. The Company had contractual capital acquisition
commitments of approximately $0.4 million as of March 31, 1997.
As a result of the suspension of fabrication actitivites together with the
increased operating expenses of the DFI related corrective action program
implementation and the subsequent customer and NRC inspections, the Company's
liquidity has been significantly reduced since December 31, 1996, and will
continue to decline until the Company is able to restart fabrication
activities, generate significant revenues and collect the resulting accounts
receivable. As an interim source of liquidity, the company is currently
implementing or exploring: Increasing current revenues from non-fabrication
related sources; the reduction of current expenses; obtaining advance
payments for post-restart fabrication activities; the sale of assets, both
actively and infrequently employed; obtaining loans: and the licensing or
sale of its techonologies.
Although the Company has interim plans and fully intends to restart
fabrication activities, because of the above noted potential significant
adverse impact regarding suspension of fabrication and the inability to
accurately predict the restart date given the third party inspections, the
Company can give no assurances that cash and cash equivalents at March 31,
1997, together with the cash generated from interim activities prior to the
restart of fabrication activities will be adequate to meet its cash through
December 31, 1997.
13
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Mr. Hollenbeck, an ironworker, brought an action, HOLLENBACK V
VECTRA TECHNOLOGIES ET AL. Illinois Circuit Court (12th Judicial
Circuit, Will County) Case No. 95 L 1247, in which as amended he alleges
that VECTRA (through its employee, Terry Vesely) was in charge of
construction activities at Commonwealth Edison Company's LaSalle
Station in Seneca, Illinois, on or before January 27, 1994; that it
caused to be erected there a temporary wall section measuring some 14
by 16 feet; and that it was negligent and violated the Illinois
Structural Work Act by its actions when Mr. Hollenbeck, seeking to
assist in the moving of this wall, was struck by the wall and severely
injured. Although his amended complaint is silent as to the amount of
alleged damages, discovery responses indicate that he is seeking
substantially more than $1,000,000. Defendants include, in addition to
VECTRA, Commonwealth Edison Company and Townsend & Bottoms, Inc. VECTRA
has brought a third-party action against Raytheon Constructors, Inc.,
f/k/a UE&C Catalytic, Inc., Mr. Hollenbeck's employer at the time of
the accident. Trial is set for August 1997.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
On April 22, 1997, the Company announced the appointment of Mr. Vincent
Franceschi to President and Chief Operating Officer. Mr. Ray Fortney will
continue on as Chief Executive Officer for approximately sixty days and
thereafter remain as a Director of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: none
(b) The Company filed a current report on Form 8-K and Form 8-K-A dated
January 29, 1997, under Item 2, announcing the sale of the Waste
Business. This report included a pro forma balance sheet as of
December 31, 1996, and pro forma statements of operations for the
fiscal year ended December 31, 1996.
14
<PAGE>
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.
VECTRA TECHNOLOGIES, INC.
May 15, 1997 By /s/ Vincent Franceschi
----------------------------------
Vincent Franceschi
President and Chief Operating
Officer
May 15, 1997 By /s/ Thomas B. Pfeil
----------------------------------
Thomas B. Pfeil
Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q WHICH PRECEDES THIS EXHIBIT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINACIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,743
<SECURITIES> 1,569
<RECEIVABLES> 2,194
<ALLOWANCES> 84
<INVENTORY> 462
<CURRENT-ASSETS> 8,761
<PP&E> 5,048
<DEPRECIATION> 2,134
<TOTAL-ASSETS> 16,023
<CURRENT-LIABILITIES> 4,962
<BONDS> 0
0
0
<COMMON> 44,960
<OTHER-SE> (35,329)
<TOTAL-LIABILITY-AND-EQUITY> 16,023
<SALES> 1,502
<TOTAL-REVENUES> 1,502
<CGS> 1,080
<TOTAL-COSTS> 1,080
<OTHER-EXPENSES> 1,217
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 64
<INCOME-PRETAX> (731)
<INCOME-TAX> 6
<INCOME-CONTINUING> (737)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (737)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
