UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 30, 1996 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 0-17885
B E I E L E C T R O N I C S, I N C.
(Exact name of Registrant as specified in its charter)
Delaware 71-0455756
- ------------------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
One Post Street, Suite 2500
San Francisco, California 94104
-------------------------------
(Address of principal executive offices)
(415) 956-4477
--------------
(Registrant's telephone number)
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.
Common Stock: $.001 Par Value, 6,900,536 shares as of April 19, 1996
Page 1 of 15
<PAGE>
<TABLE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES
INDEX
<CAPTION>
PART 1. FINANCIAL INFORMATION PAGE
----
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets--March 30, 1996 and 3
September 30, 1995
Condensed Consolidated Statements of Operations--Quarter and Six 4
Months ended March 30, 1996 and April 1, 1995
Condensed Consolidated Statements of Cash Flows--Six Months 5
ended March 30, 1996 and April 1, 1995
Notes to Condensed Consolidated Financial Statements--March 30, 6
1996
Item 2. Management's Discussion and Analysis of Financial Condition and 11
Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
Page 2 of 15
<PAGE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
March 30, September 30,
1996 1995
(Unaudited) (Note)
(dollars in thousands)
- --------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 9,264 $ 11,690
Trade receivables, net 19,263 18,860
Inventories, net -- Note B 20,409 20,482
Other current assets 6,127 5,978
Current assets of Hydra 70 Rocket line of
business, net -- Note C 7,279 6,820
-------- --------
Total current assets 62,342 63,830
Property, plant and equipment, net 23,829 23,457
Acquired technology -- Note E 7,616 8,125
Goodwill 5,767 4,833
Other assets, net 9,654 10,065
Non-current assets of Hydra 70 Rocket line of
business -- Note C 3,218 3,428
-------- --------
$112,426 $113,738
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 5,813 $ 8,092
Accrued expenses and other liabilities 15,636 16,602
Current portion of long-term debt 5,804 259
Current liabilities of Hydra 70 Rocket line of
business -- Note C 2,821 2,954
-------- --------
Total current liabilities 30,074 27,907
Long-term debt, less current portion 24,434 30,157
Deferred income taxes and other liabilities 1,830 2,355
Minority interest in subsidiary 1,542 --
Stockholders' equity less treasury stock 54,546 53,319
-------- --------
$112,426 $113,738
======== ========
See notes to condensed consolidated financial statements.
Note: The balance sheet at September 30, 1995 has been derived from the audited
consolidated balance sheet at that date.
Page 3 of 15
<PAGE>
<TABLE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Quarter Ended Six Months Ended
------------------------------------------------------------------
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
(dollars in thousand except per share amounts)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 39,995 $ 36,531 $ 74,661 $ 73,229
Cost of sales 28,766 27,841 53,313 54,627
-------- -------- -------- --------
11,229 8,690 21,348 18,602
Selling, general and administrative
expenses 8,730 8,258 16,543 16,925
Research, development and related
expenses 1,238 1,046 2,458 2,328
-------- -------- -------- --------
Income (loss) from operations 1,261 (614) 2,347 (651)
Interest expense 669 623 1,316 1,278
Other income 382 630 494 672
-------- -------- -------- --------
Income (loss) before income taxes 974 (607) 1,525 (1,257)
Provision (benefit) for income taxes 365 (205) 563 (410)
-------- -------- -------- --------
Net income (loss) $ 609 ($ 402) $ 962 ($ 847)
======== ======== ======== ========
Earnings (loss) per common share and
common share equivalents -- Note D $ 0.09 ($ 0.06) $ 0.14 ($ 0.13)
======== ======== ======== ========
Weighted average shares outstanding 7,067 6,751 7,015 6,721
======== ======== ======== ========
Dividends per common share $ 0.02 $ 0.02 $ 0.04 $ 0.04
======== ======== ======== ========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
Page 4 of 15
<PAGE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
------------------------
March 30, April 1
1996 1995
(dollars in thousands)
- --------------------------------------------------------------------------------
Net cash (used) provided by operating activities ($733) $ 1,585
Cash flows from investing activities:
Purchases of property, plant and
equipment (2,490) (2,140)
Proceeds from sale of BEI Medical Systems,
Inc. stock, net 1,475 --
Purchase of other assets (339) (17)
-------- --------
Net cash used in investing activities (1,354) (2,157)
Cash flows from financing activities:
Borrowings from line of credit -- 5,500
Payments on line of credit -- (5,500)
Payments on long term debt (481) (136)
Proceeds from issuance of common stock 280 153
Payment of cash dividends (138) (269)
-------- --------
Net cash used by financing activities (339) (252)
-------- --------
Net decrease in cash and cash equivalents (2,426) (824)
Cash and cash equivalents at beginning of period 11,690 4,197
-------- --------
Cash and cash equivalents at end of period $ 9,264 $ 3,373
======== ========
See notes to condensed consolidated financial statements.
Page 5 of 15
<PAGE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 30, 1996
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and 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 interim periods presented are not
necessarily indicative of the results that may be expected for the year ending
September 28, 1996. For further information, refer to the consolidated financial
statements and footnotes thereto in the Company's annual report on Form 10-K for
the year ended September 30, 1995.
NOTE B--INVENTORIES
March 30, September 30,
1996 1995
(dollars in thousands)
- --------------------------------------------------------------------------------
Finished products $ 1,687 $ 1,607
Work in process 6,476 6,085
Materials 9,811 9,991
Costs incurred under long-term contracts,
including U.S. Government contracts 14,403 26,269
Unapplied progress payments (5,651) (17,621)
-------- --------
Net inventories $ 26,726 $ 26,331
Inventories included in current assets of HYDRA
70 Rocket line of business, net of progress
payments of $5,651 and $17,621 $ 6,317 $ 5,849
-------- --------
$ 20,409 $ 20,482
======== ========
Page 6 of 15
<PAGE>
NOTE C -- HYDRA 70 ROCKET CONTRACT
In September 1995, management of the Company reached the decision to exit the
rocket manufacturing line of business which makes up a substantial portion of
the Defense Systems segment. The principal product comprising this line of
business is the HYDRA 70 (H70) Rocket. For further information, see Note C to
Consolidated Financial Statements for the fiscal year ended September 30, 1995.
At September 30, 1995, the Company accrued a total of $1.2 million to provide
for shut down costs such as employee severance and facilities closure.
Defense Systems segment total sales of $23 million for the six months ended
March 30, 1996 consisted of $20.7 million of H70 sales and $2.3 million in sales
of other products. Net sales for the comparable period in fiscal 1995 was $26.2
million, including H70 sales of $23.5 million and other sales of $2.7 million.
Operating profit for the segment was $0.7 million and $0.3 million for the six
months ended March 30, 1996 and April 1, 1995, respectively.
<TABLE>
NOTE D--EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENTS
<CAPTION>
Quarter Ended Six Months Ended
------------------------------------- -------------------------------
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
(amounts in thousands except per share data)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Weighted average shares outstanding 6,891 6,751 6,860 6,721
Net effect of dilutive stock options
based on the treasury stock method 176 -- 155 --
------- ------- ------- -------
Total weighted average shares outstanding 7,067 6,751 7,015 6,721
======= ======= ======= =======
Net income (loss) $ 609 ($402) $ 962 ($847)
======= ======= ======= =======
Earnings (loss) per common share and common
share equivalents $ 0.09 ($0.06) $ 0.14 ($0.13)
======= ======= ======= =======
</TABLE>
Earnings per common share and common share equivalents are computed by dividing
net income by the weighted average number of shares of common stock and common
stock equivalents outstanding during the period. Loss per common share is based
on the weighted average number of common shares only, as any assumption of
exercise of options would be antidilutive.
Page 7 of 15
<PAGE>
NOTE E--CONTINGENCIES AND LITIGATION
BEI Systron Donner Company vs. General Precision Industries, Inc., et al.
In connection with the acquisition of assets from Systron Donner Corporation
during fiscal 1990, a subsidiary of the Company assumed an obligation to pay
former shareholders of General Precision Industries (GPI) $4.3 million if
certain levels of confirmed orders and shipments are achieved for products
developed using technology acquired from GPI in 1986 under a license agreement
which expires in 2003. The technology acquired was assigned a value of $5.6
million for the purchase price allocation for the acquisition.
In September of 1991, the Licensor of the patent on which the Company's quartz
technology is based advised the Company that royalties in excess of the amounts
previously paid by the Company were due. The amount of royalties involved was
approximately $400,000. The Company advised the Licensor that based on its
understanding of the license agreement no additional amounts were due. The
Licensor alleged that nonpayment of the royalties due would give the Licensor
the right to terminate the license agreement. The parties were unable to resolve
these differences. Accordingly, the Company elected to exercise the provision of
the license agreement which required arbitration of any disputes between the
parties to the agreement.
In June of 1993, the Company and the Licensor filed briefs with the arbitration
panel. The Licensor alleged in its brief that the amount of royalties, milestone
payments and accrued interest due as of September 30, 1992 was approximately
$10.0 million (including the $4.3 million described above), and asked the
arbitration panel to rule that the license could be terminated based on
noncompliance by the Company with the terms of the license agreement.
The Company asked the arbitration panel to rule that the amounts of the
royalties paid by the Company had been properly determined by the Company, that
the original license agreement should be reformed to reduce the royalties due on
future sales as a result of failure by the Licensor to disclose certain matters
which significantly impacted the Company's timely ability to employ the licensed
patent on production units and that the license was not subject to termination.
The arbitration process is ongoing. The arbitration panel bifurcated the issues
in the arbitration, and issued an interim ruling in February 1995. In that
interim ruling, which will become final at the close of the arbitration, the
Panel concluded that the license agreement was not subject to termination, that
non-recurring engineering revenues were not royalty-bearing, and that $1 million
of the $4.3 million discussed above is due only if certain conditions are met in
the future. The Panel also concluded that the Company is entitled to ownership
of an accelerometer patent that the former Shareholders developed. Further, in
September 1995, the panel ruled that certain development costs incurred by the
Company could not be used to offset accrued royalties. As a result, in September
1995, the Company accrued $3.5 million for royalties and related costs based on
its understanding of the amounts due under the panel's September ruling. The
estimate of royalties and related amounts due under the license agreement are
based on the Company's proposal to the panel and are significantly less than
amounts proposed by the Licensor. Under the panel's February 1995 ruling, $3.3
million of the $4.3 million became due. This amount, which is considered part of
the original acquisition cost of the technology, was accrued in February 1995,
paid in October 1995, and is being amortized over the remaining term of the
license.
Page 8 of 15
<PAGE>
The second phase of the arbitration continues with further arguments having
occurred in December 1995. This phase involves the final determination of
royalty amounts due for unit sales of product using the acquired technology and
other matters including the parties' respective claims for attorneys' fees. In
April 1996 the panel issued a second interim ruling, which will become final at
the end of the arbitration. In the ruling the panel has asked both of the
parties to quantify royalties using guidance set forth by the panel. In the
event that the arbitration panel rules that the Company's liability is more or
less than the $3.5 million accrued, an adjustment to the September 30, 1995
estimate will be required. While the final outcome of this matter cannot be
determined with certainty, management believes, taking all factors into account
and after consultation with legal counsel, that this matter will not result in a
material adverse impact on the financial position of the Company.
HYDRA 70 Rocket Contract Related Contingencies
In October 1995, the Company's Defense Systems subsidiary received notification
from the Procuring Contracting officer for the HYDRA 70 (H 70) Rocket Systems
Contract that the Government considered that Defense Systems had failed to
maintain satisfactory fuze production which was endangering performance of the
subject contract. Defense Systems has continued production and deliveries under
the contract and has received payments in accordance with the contract's terms.
Based on the information available, management of the Company believes, after
consultation with legal counsel specializing in government procurement law, that
the outcome of this matter will not have a material impact on the financial
position or the results of operations of the Company.
State of California Department of Toxic Substance Control vs. Southland Oil,
Inc. et al. In October 1993, the State of California filed a first amended
complaint against a division of the Company and fifty-two other defendants
seeking recovery of response costs incurred by the State at a waste oil
recycling facility in Commerce, California (the"Site"). The litigation with the
State was settled in principle in 1995, requiring a dismissal of the action
following the payment by defendants to the State of $2.6 million to settle all
past and future response costs at the Site (as well as all other alleged
damages). The defendants believe there are additional parties that should be
liable for the settlement amount, and some of the defendants (including the
Company) filed a third party claim against these other parties. There has not
yet been an allocation of the $2.6 million settlement amount either among the
defendants or between the defendants and the third party defendants. Recent
formulas proposed for settlement and discussed by the defendants and the third
party defendants would result in the Company's share of the settlement amount
being set at less than $20,000. While the outcome of this matter cannot be
determined with certainty, management believes, after consultation with legal
counsel, that the ultimate resolution will not have a material adverse impact on
the financial position of the Company.
CooperSurgical Inc., vs. BEI Medical Systems Company, Inc. et al.
In October 1993, CooperSurgical, Inc. a subsidiary of the Cooper Companies,
filed a claim for unspecified damages alleging unfair competition due to actions
by BEI Medical Systems and Richard Turner, its president, a former employee of
the Cooper Companies, and others. On May 16, 1994, the Chancery Division for the
Superior Court of New Jersey granted a partial summary judgment in favor of the
plaintiff and issued an injunction against the defendants restraining them from
selling certain products until June 20, 1996. In September 1994, BEI Medical
Systems filed a motion to vacate the May 16, 1994 order. On November 28, 1994,
the Court vacated the restraining order.
Page 9 of 15
<PAGE>
Management has vigorously defended its rights in this action and believes after
discussion with legal counsel that the CooperSurgical claims are exaggerated.
Expert witnesses for BEI have prepared a formal response to the CooperSurgical
damage claims which was submitted in February 1995. The court has set a trial
date of May 28, 1996, but there can be no assurance that the trial will begin on
that date. While the outcome of this matter cannot be determined at this time,
management believes, taking known factors into account and after consultation
with legal counsel, that this matter will not result in a material adverse
impact on the financial position of the Company.
Other
The Company has pending various legal actions arising in the normal course of
business. None of these legal actions is expected to have a material effect on
the Company's operating results or financial condition.
Page 10 of 15
<PAGE>
<TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table sets forth, for the fiscal periods indicated, the percentage
of net sales represented by certain items in the Company's Consolidated
Statements of Operations.
<CAPTION>
Quarter Ended Six Months Ended
--------------------------------------------------------------
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 71.9 76.2 71.4 74.6
----- ----- ----- -----
Gross profit 28.1 23.8 28.6 25.4
Operating expenses
Selling, general and administrative
expenses 21.8 22.6 22.2 23.1
Research, development and related
expenses 3.1 2.9 3.3 3.2
----- ----- ----- -----
Income (loss) from operations 3.2 (1.7) 3.1 (0.9)
Interest expense 1.7 1.7 1.8 1.7
Other income 0.9 1.7 0.7 0.9
----- ----- ----- -----
Income (loss) before income taxes 2.4 (1.7) 2.0 (1.7)
Provision for income taxes (credit) 0.9 (0.6) 0.7 (0.5)
----- ----- ----- -----
Net income (loss) 1.5% (1.1)% 1.3% (1.2)%
===== ===== ===== =====
</TABLE>
Quarter ended March 30, 1996 and April 1, 1995
Net sales for the quarter ended March 30, 1996 increased $3.5 million or 9.5%
from the same period in fiscal 1995.
Sensors & Systems segment sales volume increased $3.0 million or 14.0% from the
second quarter of 1995. The sales increase reflects more than 20% improvement in
sales from units with primarily commercial products, mostly industrial and
automotive products. Medical Systems and Defense Systems sales were increased
slightly from the prior year.
Consolidated cost of sales as a percentage of net sales was lower in the second
quarter of fiscal 1996 versus the comparable period of fiscal 1995. Cost of
sales as a percentage of net sales in the Sensors and Systems segment
experienced a decrease over the prior year due primarily to the increased sales
volume and similar levels of fixed costs.
Selling, general and administrative expenses as a percentage of net sales
decreased in the second quarter of fiscal 1996 versus the comparable period of
fiscal 1995, due to the increased volume of total net sales partially offset by
greater spending at units with higher sales.
Page 11 of 15
<PAGE>
Research, development and related expenses as a percentage of net sales for the
second quarter of fiscal 1996 showed an increase from the same period in fiscal
1995 due to increased spending primarily to support sales growth and product
development in the Sensors and Systems and Medical segments.
Six months ended March 30, 1996 and April 1, 1995
Net sales for the first six months of fiscal 1996 increased $1.4 million or 2.0%
from the prior year.
Sensors and Systems segment net sales for the six month period ended March 30,
1996 increased $4.5 million or 10.7% from the first six months of fiscal 1995.
The increased net sales were due primarily to the growth of sales in commercial
product lines, primarily industrial and automotive products. Sales of commercial
products increased approximately 20% in the first six months of fiscal 1996
compared to the first six months of fiscal 1995, while government sales for the
segment remained flat. Defense Systems segment sales declined $3.2 million, or
12%, due to declining contract backlog. This segment's sales are expected to
continue to decline (see Note C -- "HYDRA 70 Rocket Contract").
Consolidated cost of sales as a percentage of net sales decreased in the first
six months of fiscal 1996 from the comparable period of fiscal 1995. Cost of
sales as a percentage of net sales in the Sensors and Systems segment
experienced a decrease over the prior year due primarily to the impact of
increased sales volume and similar levels of fixed costs. The Defense Systems
segment also experienced a slight decrease in cost of sales as a percentage of
sales on non-HYDRA 70 product sales. Medical Systems segment cost of sales as a
percentage of net sales slightly increased.
Selling, general and administrative expenses as a percentage of net sales
decreased 2.3%, or $0.4 million in the first six months of fiscal 1996 versus
the comparable period of fiscal 1995, due primarily to the increased volume of
total net sales and controlled levels of spending in all segments. Corporate
expenses decreased $0.6 million from the prior year. Sensors and Systems segment
increased spending nominally at those commercial operations experiencing volume
growth.
Research, development and related expenses for the first six months of fiscal
1996 have increased very slightly as a percentage of net sales from the same
period in fiscal 1995. The largest increase was in the Medical segment while
spending in the Sensors segment for military products generally declined.
Other income decreased for the six months ended March 30, 1996 versus the
comparable period of fiscal 1995 due primarily to a decrease in royalty income
from a technology licensing agreement.
Liquidity and Capital Resources
During the first six months of fiscal 1996, total cash used by operations was
$0.7 million, including the net income of nearly $1.0 million. Sources of cash
from operations primarily consisted of the positive impact of non-cash charges
to income from depreciation and amortization of $3.8 million. Liabilities
decreased using $4.3 million in cash, including a $3.3 million deferred payment
related to the acquisition of the quartz rate sensor technology, which was
accrued in fiscal 1995 due to the GPI arbitration (see discussion under Note E
- -- Contingencies and Litigation). Other uses of cash from operating activities
primarily included an increase in other current assets of $0.5 million and a
reduction in other long term liabilities of $0.5 million.
Page 12 of 15
<PAGE>
During the second quarter of fiscal 1996, BEI Medical Systems Company, Inc. (BEI
Medical) sold $1.5 million of its preferred stock to an unrelated third party.
The costs of issuing the stock were offset against the proceeds. Investing
activities also includes $0.3 million used to purchase a medical product line.
The Company used $2.5 million in cash for capital expenditures. Management
believes that the level of capital expenditures for the first six months of
fiscal 1996 is consistent with the current volume of business.
Cash flows from financing activities consists of the $0.1 million used to pay
dividends on common stock offset by cash provided by a sale of stock through the
Employee Stock Purchase Plan and exercise of stock options. The Company paid a
$0.5 million liability from prior acquisitions.
The Company had no material capital commitments at March 30, 1996.
The Company adopted Financial Accounting Standards Board Statement ("FAS") No.
107 "Disclosures About Fair Value of Financial Instruments" and No. 121
"Accounting for the Impairment of Long- Lived Assets to be Disposed Of"
effective October 1, 1995. The effect of adoption of the new statements was not
material.
Based on the financial condition of the Company at March 30, 1996, management
believes that the existing cash balances, cash generated from operations, and
available lines of credit will be sufficient to meet the Company's planned needs
for the foreseeable future. If the Company requires additional capital, it
anticipates that such capital will be provided by bank or other borrowings,
although there can be no assurances that funds will be available on terms as
favorable as those applicable to the Company's currently outstanding debt.
Effects of Inflation
Management believes that, for the periods presented, inflation has not had a
material effect on the Company's operations.
Page 13 of 15
<PAGE>
BEI ELECTRONICS, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
(a) The Annual Meeting of Stockholders (the "meeting") of the Company was
held on February 29, 1996. At the meeting C. Joseph Giroir, Jr. and
Gary D. Wrench were elected to the Company's Board of Directors for a
three year term expiring at the Company's 1999 Annual Meeting.
In addition, the following directors continued in office as directors
of the Company following the Annual Meeting: Richard M. Brooks, William
G. Howard, Jr. and Peter G. Paraskos (until the Company's 1997 Annual
Meeting); and Charles Crocker and George S. Brown (until the Company's
1998 Annual Meeting).
(b) The other matter presented at the meeting and the voting of
stockholders with respect thereto is as follows:
(i) Ratification of Selection of Independent Accountants
The Board of Directors selected Ernst & Young LLP as the
Company's independent public accountants for the fiscal year
ending September 28, 1996 and such selection was submitted by
the Company's management for ratification by the stockholders
at the Annual Meeting. The stockholder's ratified the
selection of Ernst & Young LLP.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the
Company during the quarter ended March 30,
1996.
Page 14 of 15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of San
Francisco, County of San Francisco, State of California, on May 1, 1996.
BEI ELECTRONICS, INC.
By: /s/ Robert R. Corr
------------------------------------
Robert R. Corr
Secretary, Treasurer and Controller
(Principal Accounting Officer)
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> MAR-30-1996
<CASH> 9,264
<SECURITIES> 0
<RECEIVABLES> 19,927
<ALLOWANCES> 664
<INVENTORY> 20,409
<CURRENT-ASSETS> 62,342
<PP&E> 49,450
<DEPRECIATION> 25,621
<TOTAL-ASSETS> 112,426
<CURRENT-LIABILITIES> 30,074
<BONDS> 24,434
<COMMON> 9
0
0
<OTHER-SE> 54,537
<TOTAL-LIABILITY-AND-EQUITY> 112,426
<SALES> 39,995
<TOTAL-REVENUES> 39,995
<CGS> 28,766
<TOTAL-COSTS> 28,766
<OTHER-EXPENSES> 9,968
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 669
<INCOME-PRETAX> 974
<INCOME-TAX> 365
<INCOME-CONTINUING> 609
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 609
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.09
</TABLE>
