ALDILA INC
10-Q, 1998-11-13
SPORTING & ATHLETIC GOODS, NEC
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<PAGE>

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM 10-Q

(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, 1998

                                         OR

     [   ]    Transition Report Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                           Commission File Number 0-21872

                                    ALDILA, INC.
               (Exact name of registrant as specified in its charter)


          DELAWARE                                                    13-3645590
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


             15822 BERNARDO CENTER DRIVE, SAN DIEGO, CALIFORNIA  92127
                      (Address of principal executive offices)

                                   (619) 592-0404
                            (Registrant's Telephone No.)

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
     -----     -----

As of November 7, 1998 there were 15,462,204 shares of the Registrant's 
common stock, par value $0.01 per share, outstanding.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                       1
<PAGE>

                                     ALDILA, INC.

                                 TABLE OF CONTENTS
                         FORM 10-Q FOR THE QUARTERLY PERIOD
                              ENDED SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                          ----
<S>           <C>                                                         <C>
PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements

               Consolidated Balance Sheets at
                 September 30, 1998 and December 31, 1997                   3

               Consolidated Statements of Income for the three
                 months ended September 30, 1998 and 1997 and the
                 nine months ended September 30, 1998 and 1997              4

               Consolidated Statements of Cash Flows for the
                 nine months ended September 30, 1998 and 1997              5

               Notes to Consolidated Financial Statements                   6

Item 2.        Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          7

PART II        OTHER INFORMATION

Item 1.        Legal Proceedings                                           13

Item 2.        Changes in Securities                                       13

Item 3.        Defaults Upon Senior Securities                             13

Item 4.        Submission of Matters to a Vote of Security Holders         13

Item 5.        Other Information                                           13

Item 6.        Exhibits and Reports on Form 8-K                            13

               Signatures                                                  14
</TABLE>

                                       2
<PAGE>

                           PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           ALDILA, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                         (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,  DECEMBER 31,
                                                       1998           1997
                                                   -------------  ------------
                                                    (Unaudited)
<S>                                                <C>            <C>
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                       $   7,006      $   3,046
   Accounts receivable                                 5,719          4,640
   Income taxes receivable                               -               14
   Inventories                                        14,150         13,186
   Deferred tax assets                                 2,902          2,902
   Prepaid expenses and other current assets           1,141            734
                                                   ----------     ----------
      Total current assets                            30,918         24,522

PROPERTY, PLANT AND EQUIPMENT                         27,136         26,170

TRADEMARKS AND PATENTS                                14,378         14,704

GOODWILL                                              46,554         47,625

DEFERRED FINANCING FEES                                   78            107
                                                   ----------     ----------

TOTAL ASSETS                                       $ 119,064      $ 113,128
                                                   ----------     ----------
                                                   ----------     ----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                $   5,623      $   4,051
   Accrued expenses                                    3,605          3,696
   Income taxes payable                                1,127            -
   Long-term debt, current portion                     4,000            -
                                                   ----------     ----------
      Total current liabilities                       14,355          7,747

LONG-TERM LIABILITIES:
   Long-term debt                                     16,000         20,000
   Deferred tax liabilities                            7,262          7,487
   Deferred rent liabilities                             532            611
                                                   ----------     ----------
      Total liabilities                               38,149         35,845
                                                   ----------     ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value; authorized
      5,000,000 shares; no shares issued
   Common stock, $.01 par value; authorized
      30,000,000 shares; issued and outstanding
      15,462,204 and 15,428,871 shares                   155            154
   Additional paid-in capital                         42,627         42,456
   Retained earnings                                  38,133         34,673
                                                   ----------     ----------
      Total stockholders' equity                      80,915         77,283
                                                   ----------     ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 119,064      $ 113,128
                                                   ----------     ----------
                                                   ----------     ----------
</TABLE>

                                       3
<PAGE>

                           ALDILA, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
                       (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED            NINE MONTHS ENDED
                                                        SEPTEMBER 30,                  SEPTEMBER 30,
                                                    -----------------------      ------------------------
                                                       1998          1997           1998          1997
                                                    ---------     ---------      ---------     ----------
<S>                                                 <C>           <C>            <C>           <C>

NET SALES                                            $13,609        $12,772        $53,879       $44,381
COST OF SALES                                          9,498          8,838         37,952        29,932
                                                     --------       --------       --------      --------
   Gross profit                                        4,111          3,934         15,927        14,449
                                                     --------       --------       --------      --------

SELLING, GENERAL AND ADMINISTRATIVE                    2,079          2,025          7,566         7,376
AMORTIZATION OF GOODWILL                                 357            357          1,071         1,071
                                                     --------       --------       --------      --------
   Operating income                                    1,675          1,552          7,290         6,002
                                                     --------       --------       --------      --------

OTHER:
   Interest expense                                      322            162            961           794
   Other (income), net                                   (81)           (93)          (182)         (377)
                                                     --------       --------       --------      --------

INCOME BEFORE INCOME TAXES                             1,434          1,483          6,511         5,585
PROVISION FOR INCOME TAXES                               679            692          3,051         2,485
                                                     --------       --------       --------      --------

NET INCOME                                              $755           $791         $3,460        $3,100
                                                     --------       --------       --------      --------
                                                     --------       --------       --------      --------

NET INCOME PER COMMON SHARE                            $0.05          $0.05          $0.22         $0.20
                                                     --------       --------       --------      --------
                                                     --------       --------       --------      --------

NET INCOME PER COMMON SHARE,
   ASSUMING DILUTION                                   $0.05          $0.05          $0.22         $0.20
                                                     --------       --------       --------      --------
                                                     --------       --------       --------      --------
</TABLE>

                                       4
<PAGE>

                           ALDILA, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
                                   (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      NINE MONTHS ENDED
                                                                         SEPTEMBER 30,
                                                                   ------------------------
                                                                      1998           1997
                                                                   ---------      ---------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                        $3,460         $3,100
   Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                   4,315          4,137
      Changes in assets and liabilities:
         Accounts receivable                                         (1,079)        (1,747)
         Inventories                                                   (964)        (4,663)
         Prepaid expenses and other current assets                     (407)          (156)
         Accounts payable                                             1,572          2,233
         Accrued expenses                                               (91)          (802)
         Income taxes payable/receivable                              1,141              4
         Deferred tax liabilities                                      (225)          (205)
         Deferred rent liabilities                                      (79)          (113)
                                                                    ---------      ---------
            Net cash provided by operating activities                 7,643          1,788
                                                                    ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment, net                           (4,108)       (10,606)
   Other                                                                253             29
                                                                    ---------      ---------
            Net cash used for investing activities                   (3,855)       (10,577)
                                                                    ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                               156             24
   Repurchase of common stock                                             -         (3,165)
   Tax benefit from exercise of stock options                            16              7
                                                                    ---------      ---------
            Net cash provided by (used for) financing activities        172         (3,134)
                                                                    ---------      ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  3,960        (11,923)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        3,046         19,676
                                                                    ---------      ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $7,006         $7,753
                                                                    ---------      ---------
                                                                    ---------      ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period for:
      Interest                                                       $1,239         $1,226
      Income taxes                                                   $2,119         $2,679
</TABLE>

                                       5
<PAGE>

                           ALDILA, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


1.   BASIS OF PRESENTATION

The consolidated balance sheet as of September 30, 1998 and the consolidated 
statements of income and of cash flows for the three and nine month periods 
ended September 30, 1998 and 1997, are unaudited and reflect all adjustments 
of a normal recurring nature which are, in the opinion of management, 
necessary for a fair presentation of the financial position and results of 
operations for the interim periods presented.  The consolidated balance sheet 
as of December 31, 1997 was derived from the Company's audited financial 
statements.  Operating results for the interim periods presented are not 
necessarily indicative of results to be expected for the fiscal year ending 
December 31, 1998.  These consolidated financial statements should be read in 
conjunction with the Company's December 31, 1997 consolidated financial 
statements and notes thereto.

2.   INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                September 30,        December 31,
                                     1998                1997
                                -------------        ------------
<S>                             <C>                  <C>
     Raw materials                 $11,340             $ 7,514
     Work in process                   845               2,108
     Finished goods                  1,965               3,564
                                  ---------           ---------
        Inventories                $14,150             $13,186
                                  ---------           ---------
                                  ---------           ---------
</TABLE>

3.   LONG-TERM DEBT

Line of Credit - In March of 1998 the Company established a $10.0 million 
unsecured line of credit with a financial institution expiring June 30, 1999. 
Borrowings under the line of credit bear interest, at the bank reference rate 
or the LIBOR rate plus 1.5%, at the election of the Company.  The line of 
credit requires the maintenance of certain financial ratios.  No borrowings 
have been made against the line of credit.

                                       6
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

OVERVIEW - BUSINESS CONDITIONS

     Aldila, Inc. and subsidiaries (the "Company") is principally engaged in 
the business of designing, manufacturing and marketing graphite (carbon fiber 
based composite) golf club shafts, with approximately 85% of its net sales 
resulting from sales to golf club manufacturers for inclusion in their clubs. 
 As a result, the Company's operating results are substantially dependent not 
only on demand by its customers for the Company's shafts, but also on demand 
by consumers for clubs including graphite shafts such as the Company's.

     In 1998, the Company began production of carbon fiber at its new 
facility in Evanston, Wyoming.  The Company will use the output of this 
facility to satisfy a significant portion of its internal demand for carbon 
fiber in the manufacturing of golf club shafts.  It also anticipates that it 
will produce at this new facility carbon fiber in excess of what it will be 
able to use in the manufacturing of golf club shafts.  The Company intends to 
sell such excess, in some cases in the form of graphite prepreg manufactured 
using its existing facility in Poway, California, to other manufacturers of 
carbon fiber-based products.  The Company has not yet realized significant 
revenues from the sale of carbon fiber or graphite prepreg to third parties 
through the first nine months of 1998.  The Company is also exploring 
entering into the manufacture of new carbon fiber-based products in order to 
take advantage of this excess carbon fiber capacity and may make acquisitions 
of other companies in order to acquire such product lines.  The Company 
expects that the additional vertical integration offered by its new facility 
will assist it in maintaining its position as a low cost manufacturer of 
graphite golf club shafts at all price points.  Management of the Company 
believes that the ability to manufacture carbon fiber will also ultimately 
enable the Company to diversify its sales and reduce its dependence on the 
overall golf club market, while continuing to leverage the Company's existing 
composite materials expertise, which should provide opportunities for growth 
that are not currently present in the golf shaft business.  The new facility 
is undergoing a "shakedown" period and will not be operating at full capacity 
in 1998, therefore, the full benefit of this facility to the Company is not 
expected to be realized until at least 1999.

     Historically, graphite shafts have principally been offered by 
manufacturers of higher priced, premium golf clubs, and the Company's sales 
have been predominantly of premium graphite shafts. In addition, until 
recently, the United States market for graphite shafts was dominated by a 
relatively small number of United States-based shaft manufacturers.  Both of 
these aspects of the graphite shaft market have been changing.  As a high 
percentage of premium clubs are already sold with graphite shafts, as 
compared to a smaller percentage of value priced clubs, the Company 
anticipates that growth in graphite shaft usage in the future will be greater 
in the value priced segment of the market than in the premium segment.  
Management of the Company expects sales of shafts for the value priced club 
market to increase significantly over the next several years, although 
management also anticipates that sales of premium shafts will continue to 
represent a majority of the Company's sales measured in dollars for the 
foreseeable future.  Over the last several years, the number of shaft 
manufacturers of graphite golf shafts serving the United States 

                                       7
<PAGE>

premium club market has increased, including affiliates of foreign 
manufacturers that had previously not had significant sales in the United 
States.  These two overall trends in the graphite shaft marketplace have had 
the effect, and are expected by management to continue to have the effect for 
at least the next several years, of decreasing the average selling price of 
the Company's shafts. Although the Company's gross profit margin is being 
adversely affected by the reduction in average selling price and continuing 
increases in raw material costs, these adverse effects on gross margin should 
be mitigated to some extent by efforts being taken by the Company to control 
costs, including manufacturing its own graphite prepreg and, starting in 1998 
its own carbon fiber, increased automation and increasing the percentage of 
its shafts being manufactured in countries with lower labor and overhead 
costs.  In order to increase its capacity to manufacture shafts in a lower 
cost environment, the Company is planning to open a second shaft 
manufacturing facility in Zhuhai, China in the first quarter of 1999.

     In recent years, the Company's results of operations have been 
materially affected on several occasions by dramatic year-to-year changes in 
sales to an individual golf club manufacturer customer.  Such changes can 
result either from decisions by the customer to increase or decrease shaft 
purchases from an alternative supplier or from the traditional volatility in 
consumer demand for specific clubs.  The Company believes that this 
volatility is likely to continue in the future, particularly as club 
manufacturers seek to gain competitive advantages through an increased rate 
of technological innovation in club design. The Company's results will 
benefit whenever it has an opportunity to supply shafts for the latest "hot" 
club and will be adversely affected whenever sales of clubs containing Aldila 
shafts drop dramatically.  In particular, in recent years, a significant 
portion of the Company's sales has tended to be concentrated in one or two 
customers, thereby making the Company's results of operations dependent to a 
large extent on continued sales to those customers. In the first nine months 
of 1998, sales to Callaway Golf Company and Taylor Made Golf represented 25% 
and 17%, respectively, of the Company's total net sales. The Company expects 
Callaway and Taylor Made to continue to be the Company's largest customers at 
least through 1998.  The Company believes that while it will often not be 
possible to predict, with any certainty, shifts in demand for particular 
clubs, the Company's broad range of club manufacturer customers should reduce 
in some cases the extent of the impact on the Company's financial results.

RESULTS OF OPERATIONS

THIRD QUARTER 1998 COMPARED TO THIRD QUARTER 1997

     NET SALES.  Net sales increased $0.8 million, or 6.6%, to $13.6 million 
for the third quarter ended September 30, 1998 (the "1998 Period") from $12.8 
million for the third quarter ended in 1997 (the "1997 Period").  The 
increase in net sales was attributable to increased shaft unit sales to the 
Company's club manufacturer customers as well as a $0.9 million increase in 
sales of other carbon fiber products in the 1998 Period.  Shaft unit sales 
increased 7% in the 1998 Period as compared to the 1997 Period, which was 
offset by an 9% decrease in the average selling price of shafts sold, as a 
result of a change in product mix to lower priced value shafts.

                                       8
<PAGE>

     GROSS PROFIT.  Gross profit increased $0.2 million, or 4.5%, to $4.1 
million for the 1998 Period from $3.9 million for the 1997 Period.  The 
Company's gross profit margin decreased to 30.2% in the 1998 Period compared 
to 30.8% in the 1997 Period as a result of a charge of $0.2 million against 
cost of sales related to the production ramp-up in the new facility in 
Evanston, Wyoming.

     OPERATING INCOME.  Operating income increased $0.1 million, or 7.9%, to 
$1.7 million for the 1998 Period from $1.6 million for the 1997 Period, and 
increased as a percentage of net sales to 12.3% in the 1998 Period compared 
to 12.2% in the 1997 Period.  Selling, general and administrative expense 
decreased as a percentage of net sales to 15.3% for the 1998 Period as 
compared to 15.9% for the 1997 Period primarily as a result of lower 
advertising expenses incurred in the 1998 Period as compared to the 1997 
Period.

     NINE MONTH PERIOD IN 1998 COMPARED TO NINE MONTH PERIOD IN 1997

     NET SALES.  Net sales increased $9.5 million, or 21.4%, to $53.9 million 
for the nine month period ended September 30, 1998 from $44.4 million for the 
nine month period ended September 30, 1997.  The increase in net sales was 
attributable to increased shaft unit sales to the Company's club manufacturer 
customers.  Shaft unit sales increased 38% in the nine month period ended 
September 30, 1998 as compared to the nine month period ended September 30, 
1997, which was offset by a 15% decrease in the average selling price of 
shafts sold, both as a result of a change in product mix to lower price 
shafts as well as continued downward pressure on shaft prices.

     GROSS PROFIT.  Gross profit increased $1.5 million, or 10.2%, to $15.9 
million for the nine month period ended September 30, 1998 from $14.5 million 
for the nine month period ended September 30, 1997 principally as a result of 
the increase in net sales.  The Company's gross profit margin decreased to 
29.6% for the nine month period ended September 30, 1998 compared to 32.6% 
for the nine month period ended September 30, 1997 as a result of continued 
downward pressure on shaft prices and a charge of $0.7 million against cost 
of sales related to the production ramp-up in the new facility in Evanston, 
Wyoming.

     OPERATING INCOME.  Operating income increased $1.3 million, or 21.5%, to 
$7.3 million for the nine month period ended September 30, 1998 from $6.0 
million for the nine month period ended September 30, 1997, and remained 
constant as a percentage of net sales at 13.5% for the nine month period 
ended September 30, 1998 compared to 13.5% for the nine month period ended 
September 30, 1997.  Selling, general and administrative expense decreased as 
a percentage of net sales to 14.0% for the nine month period ended September 
30, 1998 as compared to 16.6% for the nine month period ended September 30, 
1997 primarily as a result of lower advertising and other administrative 
expenses incurred in the nine month period in 1998 compared to 1997.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Since November 1993, the only indebtedness of the Company has been $20.0 
million in 6.13% senior notes due 2001.  Generally, the Company has not 
required borrowings to finance its operations or provide working capital but 
it may require additional financing to support its working capital needs on a 
short-term basis.  The Company's $20.0 million in 6.13% senior notes require 
semi-annual principal payments of $4.0 million beginning September 30, 1999 
through September 30, 2001.  In March of 1998, the Company established a 
$10.0 million unsecured line of credit from a financial institution expiring 
June 30, 1999 which is available to support any short-term working capital 
requirements.

     Cash (including cash equivalents) provided by operating activities for 
the nine month period in 1998 was $7.6 million compared to $1.8 million 
provided by operating activities for the nine month period in 1997.  This 
increase resulted principally from the increase in net income and decrease in 
cash used for working capital items in 1998 as compared to 1997.  The Company 
used $4.1 million for capital expenditures during the nine month period ended 
September 30, 1998, primarily related to the completion of construction of a 
new facility for the manufacture of carbon fiber.  Other than maintenance 
capital expenditures in the ordinary course of business (which the Company 
does not expect to be significant), the only planned capital expenditures 
over the next twelve months are in connection with the new China facility and 
additional expansion of prepreg capacity.  Management anticipates capital 
expenditures over the next 12 months to approximate $3.0 million to $5.0 
million.

     The Company may from time to time consider the acquisition of businesses 
complementary to the Company's business.  The Company could require 
additional debt financing if it were to engage in a material acquisition in 
the future.

YEAR 2000

     The Company recognizes the need to ensure its operations will not be 
adversely impacted by the inability of the Company's information systems and 
the information systems of its major customers and suppliers to process data 
having dates on or after January 1, 2000 (the "Year 2000" issues).

   The Company has evaluated its information technology ("IT") and non-IT 
systems, including but not limited to computer hardware and software, alarm 
systems, manufacturing equipment and software, and all other mechanical 
equipment, to determine areas of exposure to potential Year 2000 issues. 
Based on this evaluation, a plan was developed and implemented to identify 
and resolve all of the internal Year 2000 issues. The Company has tested
its critical systems and believes them to be Year 2000 compliant. However,
the Company has not completed the testing phase for its non critical systems.
The Company believes that it will complete its Year 2000 plan by the end of
the second quarter 1999.

                                       10
<PAGE>

   Included in the Company's plan is the evaluation of its external Year 2000 
exposure and risk. The Company is still in the process of contacting its 
major external customers and suppliers to determine their Year 2000 readiness 
and evaluate risk factors associated with them.

   To date, the Company has not spent a significant amount in identifying and 
fixing Year 2000 issues and estimates it will not incur a significant amount 
for remediation of its remaining Year 2000 issues. In addition, based on its 
efforts to date, the Company does not anticipate any significant risk of 
failure leading to material financial impact resulting from the Year 2000 
issue. Consequently, the Company does not intend to create a contingency plan.

   There can be no assurance that the Company's efforts to achieve Year 2000 
compliance will be successful or that third parties with whom the Company has 
material relationships will be Year 2000 compliant by January 1, 2000. An 
interruption of the Company's ability to conduct its business due to a Year 
2000 problem with a third party could have an adverse effect on the company.

SEASONALITY

     Because the Company's customers have historically built inventory in 
anticipation of purchases by golfers in the spring and summer, the principal 
selling season for golf equipment, the Company's operating results have been 
affected by seasonal demand for golf clubs, which has generally resulted in 
the highest sales occurring in the second quarter.  The timing of customers' 
new products introductions has frequently mitigated the impact of seasonality 
in recent years.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 
1995

     With the exception of historical information (information relating to 
the Company's financial condition and results of operations at historical 
dates or for historical periods), the matters discussed in this Management's 
Discussion and Analysis of Financial Condition and Results of Operations are 
forward-looking statements that necessarily are based on certain assumptions 
and are subject to certain risks and uncertainties.  These forward-looking 
statements are based on management's expectations as of the date hereof, that 
necessarily contain certain assumptions and are subject to certain risks and 
uncertainties.  The Company does not undertake any responsibility to update 
these statements in the future.  The Company's actual future performance and 
results could differ from that contained in or suggested by these forward 
looking statements as a result of 

                                       11
<PAGE>

a variety of factors, including (i) risks associated with the addition of the 
new facility in China (such as the need to obtain required governmental 
permits and approvals, potential construction delays, and the need to hire 
and train additional employees), (ii) the ability to produce high volumes of 
carbon fiber at lower cost at the Evanston, Wyoming facility, which has been 
undergoing a "shakedown" period following its commencement of production 
earlier in 1998, (iii) changes in demand by the Company's customers for 
graphite golf shafts, graphite prepreg or carbon fiber (due to factors such 
as changes in consumer demand for products including the Company's products, 
changes in availability or prices for golf shafts, graphite prepreg or carbon 
fiber, changes in inventory purchasing practices by the Company's customers 
(iv) the availability of raw materials for the Company's manufacturing 
operations (principally carbon fiber and acrylic fiber) at anticipated 
prices, (v) the ability of the Company to develop new customer relationships 
with non golf users of prepreg and carbon fiber, and (vi) risks 
resulting from the increasing portion of the Company's manufacturing 
operations that is conducted in Mexico and China (including the risk of 
political instability, export/import regulation, currency exchange rate risk, 
and cultural differences) and (vii) the Company's ability to vacate and 
sublease its Rancho Bernardo facility on a timely basis and in the manner 
anticipated (which in turn depends in part on the market for leased real 
property of this type in the vicinity of Rancho Bernardo).

The Company's Report on Form 10-K for the year ended December 31, 1997 (the 
"Form 10-K") presents a more detailed discussion of these and other risks 
related to the forward looking statements in this 10-Q, in particular under 
"Business Risks" in Part I, Item 1 of the Company's Form 10-K and 
Management's Discussion and Analysis of Financial Condition and Results of 
Operation" in Part I, Item 7 of the Form 10-K.








                                       12
<PAGE>

                            PART II - OTHER INFORMATION



Item 1.   LEGAL PROCEEDINGS
               Not applicable.

Item 2.   CHANGES IN SECURITIES
               Not applicable.

Item 3.   DEFAULTS UPON SENIOR SECURITIES
               Not applicable.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               Not applicable

Item 5.   OTHER INFORMATION
               Not applicable.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibit 11.1 - Statement re:  Computation of Net Income per
                       Common Share

               (b)  Exhibit 27.1 - Financial Data Schedule

               (c)  Reports on Form 8-K:
                       No reports on Form 8-K were filed by the Registrant
                       during the quarter ended September 30, 1998.




                                       13
<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.


Dated:                             ALDILA, INC.



November 7, 1998                   \s\ Robert J. Cierzan
                                   ---------------------------------------
                                   Robert J. Cierzan
                                   Vice President, Finance
                                   Signing both in his capacity as
                                   Vice President and as Chief
                                   Accounting Officer of the Registrant





                                       14

<PAGE>

EXHIBIT 11.1

                            ALDILA, INC. AND SUBSIDIARIES
                      COMPUTATION OF NET INCOME PER COMMON SHARE
                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                Three months ended         Nine months ended
                                                                    September 30,            September 30,
                                                               --------------------      ---------------------
                                                                 1998         1997         1998         1997
                                                               -------     --------     --------     ---------
<S>                                                            <C>         <C>          <C>          <C>
BASIC:
Net income                                                     $   755      $   791      $ 3,460      $ 3,100

Weighted average number of common shares outstanding            15,462       15,483       15,448       15,691
                                                               -------     --------     --------     ---------

Net Income per common share                                    $  0.05      $  0.05      $  0.22      $  0.20
                                                               -------     --------     --------     ---------
                                                               -------     --------     --------     ---------

ASSUMING DILUTION:
Net income                                                     $   755      $   791      $ 3,460      $ 3,100

Weighted average number of common shares outstanding            15,462       15,483       15,448       15,691

The number of shares resulting from the assumed
exercise of stock options reduced by the number
of shares which could have been purchased with
the proceeds from such exercise, using the average
market price during the period                                      95          184          206          115
                                                               -------     --------     --------     ---------

Weighted average number of common and
   common equivalent shares                                     15,557       15,667       15,654       15,806
                                                               -------     --------     --------     ---------

Net Income per common share, assuming dilution                 $  0.05      $  0.05      $  0.22      $  0.20
                                                               -------     --------     --------     ---------
                                                               -------     --------     --------     ---------
</TABLE>


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           7,006
<SECURITIES>                                         0
<RECEIVABLES>                                    5,719
<ALLOWANCES>                                         0
<INVENTORY>                                     14,150
<CURRENT-ASSETS>                                30,918
<PP&E>                                          27,136
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 119,064
<CURRENT-LIABILITIES>                           14,355
<BONDS>                                         20,000
                                0
                                          0
<COMMON>                                           155
<OTHER-SE>                                      80,760
<TOTAL-LIABILITY-AND-EQUITY>                   119,064
<SALES>                                         53,879
<TOTAL-REVENUES>                                53,879
<CGS>                                           37,952
<TOTAL-COSTS>                                   45,518
<OTHER-EXPENSES>                                 1,071<F1>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 961
<INCOME-PRETAX>                                  6,511
<INCOME-TAX>                                     3,051
<INCOME-CONTINUING>                              3,460
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,460
<EPS-PRIMARY>                                     0.22
<EPS-DILUTED>                                     0.22
<FN>
<F1>GOODWILL AMORTIZATION
</FN>
        

</TABLE>


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