ALDILA INC
10-Q, 1999-05-13
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 March 31, 1999

                                       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)


                  12140 COMMUNITY ROAD, POWAY, CALIFORNIA 92064
                    (Address of principal executive offices)

                                 (619) 513-1801
                          (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 May 11, 1999 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 MARCH 31, 1999

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

Item 1.         Financial Statements

                     Consolidated Balance Sheets at
                        March 31, 1999 and December 31, 1998                  3

                     Consolidated Statements of Income for the three
                        months ended March 31, 1999 and 1998                  4

                     Consolidated Statements of Cash Flows for the
                        three months ended March 31, 1999 and 1998            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>
                                                                            MARCH 31,    DECEMBER 31,
                                                                              1999           1998
                                                                          ------------   ------------
ASSETS                                                                    (Unaudited)
<S>                                                                       <C>            <C>
CURRENT ASSETS:
          Cash and cash equivalents                                       $        397   $      1,972
          Accounts receivable                                                    5,905          3,421
          Inventories                                                           17,353         17,326
          Deferred tax assets                                                    4,891          5,126
          Prepaid expenses and other current assets                                966          1,006
                                                                          ------------   ------------
               Total current assets                                             29,512         28,851

PROPERTY, PLANT AND EQUIPMENT                                                   27,171         27,649

TRADEMARKS AND PATENTS                                                          14,159         14,268

GOODWILL                                                                        45,841         46,198

DEFERRED FINANCING FEES                                                             59             68
                                                                          ------------   ------------

TOTAL ASSETS                                                              $    116,742   $    117,034
                                                                          ------------   ------------
                                                                          ------------   ------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
          Accounts payable                                                $      3,381   $      3,658
          Accrued expenses                                                       3,194          3,897
          Income taxes payable                                                     942          1,565
          Line of credit                                                         1,700           --
          Long-term debt, current portion                                        8,000          4,000
                                                                          ------------   ------------
               Total current liabilities                                        17,217         13,120

LONG-TERM LIABILITIES:
          Long-term debt                                                        12,000         16,000
          Deferred tax liabilities                                               7,091          7,143
          Deferred rent liabilities                                                487            517
                                                                          ------------   ------------
               Total liabilities                                                36,795         36,780
                                                                          ------------   ------------

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 shares                            155            155
          Additional paid-in capital                                            42,627         42,627
          Retained earnings                                                     37,165         37,472
                                                                          ------------   ------------
               Total stockholders' equity                                       79,947         80,254
                                                                          ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    116,742   $    117,034
                                                                          ------------   ------------
                                                                          ------------   ------------
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                                       MARCH 31,
                                              ----------------------------
                                                  1999            1998
                                              ------------    ------------
<S>                                           <C>             <C>
NET SALES                                     $     10,563    $     19,117
COST OF SALES                                        8,274          13,277
                                              ------------    ------------
          Gross profit                               2,289           5,840
                                              ------------    ------------

SELLING, GENERAL AND ADMINISTRATIVE                  1,865           3,068
AMORTIZATION OF GOODWILL                               357             357
                                              ------------    ------------
          Operating income                              67           2,415
                                              ------------    ------------

OTHER:
          Interest expense                             334             316
          Other expense (income), net                    7             (47)
                                              ------------    ------------

INCOME (LOSS) BEFORE INCOME TAXES                     (274)          2,146
PROVISION FOR INCOME TAXES                              33           1,005
                                              ------------    ------------

NET INCOME (LOSS)                             ($       307)   $      1,141
                                              ------------    ------------
                                              ------------    ------------


NET INCOME (LOSS) PER COMMON SHARE - BASIC    ($      0.02)   $       0.07
                                              ------------    ------------
                                              ------------    ------------

NET INCOME (LOSS) PER COMMON SHARE,
          ASSUMING DILUTION                   ($      0.02)   $       0.07
                                              ------------    ------------
                                              ------------    ------------

WEIGHTED AVERAGE NUMBER OF COMMON
         SHARES OUTSTANDING                         15,462          15,432
                                              ------------    ------------
                                              ------------    ------------

WEIGHTED AVERAGE NUMBER OF COMMON
         AND COMMON EQUIVALENT SHARES               15,462          15,482
                                              ------------    ------------
                                              ------------    ------------
</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        THREE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                    -----------------------------
                                                                                        1999             1998
                                                                                    ------------     ------------
<S>                                                                                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income (loss)                                                          ($       307)    $      1,141
         Adjustments to reconcile net income (loss) to net cash
           provided by (used for) operating activities:
               Depreciation and amortization                                               1,585            1,353
               Loss on disposal of fixed assets                                                9             --
               Changes in assets and liabilities:
                      Accounts receivable                                                 (2,484)          (5,116)
                      Inventories                                                            (27)           1,032
                      Prepaid expenses and other current assets                              275               88
                      Accounts payable                                                      (277)           1,258
                      Accrued expenses                                                      (703)            (411)
                      Income taxes payable                                                  (623)           1,066
                      Deferred tax liabilities                                               (52)             (75)
                      Deferred rent liabilities                                              (30)             (27)
                                                                                    ------------     ------------
                           Net cash provided by (used for) operating activities           (2,634)             309
                                                                                    ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of property and equipment, net                                            (641)          (1,096)
                                                                                    ------------     ------------
                           Net cash used for investing activities                           (641)          (1,096)
                                                                                    ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Borrowings under line of credit                                                    1,700             --
        Proceeds from issuance of common stock                                              --                 93
        Tax benefit from exercise of stock options                                          --                  6
                                                                                    ------------     ------------
                           Net cash provided by financing activities                       1,700               99
                                                                                    ------------     ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                 (1,575)            (688)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             1,972            3,046
                                                                                    ------------     ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                            $        397     $      2,358
                                                                                    ------------     ------------
                                                                                    ------------     ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
        Cash paid during the period for:
              Interest                                                              $        630     $        613
              Income taxes                                                          $        473     $          9
</TABLE>

                 See notes to consolidated financial statements

                                       5
<PAGE>

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

1.   BASIS OF PRESENTATION

     The consolidated balance sheet as of March 31, 1999 and the consolidated 
statements of income and of cash flows for the three month period ended March 
31, 1999 and 1998, 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, 
1998 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, 1999. These 
consolidated financial statements should be read in conjunction with the 
Company's December 31, 1998 consolidated financial statements and notes 
thereto.

2.   INVENTORIES

     Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                               March 31,      December 31,
                                                 1999             1998
                                                 ----             ----
<S>                                          <C>              <C>
Raw materials                                     $11,039          $11,210
Work in process                                     3,559            3,141
Finished goods                                      2,755            2,975
                                             ------------     ------------
         Inventories                              $17,353          $17,326
                                             ------------     ------------
                                             ------------     ------------
</TABLE>

3.   LONG-TERM DEBT

     LINE OF CREDIT - The Company has in place a $5.0 million line of credit
facility from a financial institution which is secured by substantially all of
the assets of the Company. This line of credit facility, which was initially
established in March of 1998, was amended in March of 1999 and has a maturity
date of August 30, 1999. The Company has taken advances of $1.7 million against
the line of credit through March 31, 1999. Borrowings under the line of credit
bear interest, at the election of the Company, at the bank reference rate (7.75%
at March 31, 1999) plus 0.5% or at the LIBOR rate plus 2.0%. The line of credit
requires the maintenance of certain financial ratios. As of March 31, 1999, the
Company was in compliance with all covenants under the amended line of credit
agreement.

                                       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 is also producing 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, as well as chopped fiber to manufacturers of 
other carbon fiber-based products. The Company did not realize significant 
revenues from the sale of carbon fiber or graphite prepreg to third parties 
through the end of 1998. Management of the Company believes that the ability 
to manufacture carbon fiber will 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. 
The new facility underwent a "shakedown" period in 1998 and therefore did not 
operate at full capability during the year. Management does not expect to 
operate the plant at full capacity in 1999 due to the weak demand for carbon 
fiber. The full benefit of this facility to the Company is not expected to be 
realized until the demand for the Company's carbon fiber increases which will 
allow the Company to produce at increased volume levels resulting in lower 
production costs.

     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. However, in recent years 
the Company has realized substantial sales growth in the value priced segment 
of the graphite shaft market. The Company now competes aggressively with 
primarily United States based shaft manufacturers for premium graphite shafts 
and also against primarily foreign based shaft manufacturers for lower priced 
value shaft sales. The Company continues to maintain a broad customer base in 
the premium shaft market segment. While the Company's market share in the 
value segment is not as great as the premium segment, the Company has 
advanced rapidly in securing new customers in this segment in recent years. 
Presently, there exists substantial excess graphite shaft manufacturing 
capacity both in the United States and in other countries. This has had the 
effect, and is expected by management to continue to have the effect for at 
least the next several years, of decreasing the selling prices of the 
Company's shafts. Although the Company's gross profit margin is being 
adversely affected by the reduction in selling prices, the adverse effects on 
gross margin should be mitigated to some extent by efforts being taken by the 
Company to control costs, including obtaining lower prices for its raw 
materials, manufacturing its own graphite prepreg and increasing the 
percentage 

                                       7
<PAGE>

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 opened a second shaft manufacturing facility in 
Zhuhai, China during 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 1998, sales to Callaway Golf 
Company and Taylor Made Golf represented 26% and 15%, respectively, of the 
Company's total net sales. The Company anticipates that its sales, both in 
dollars and as a percentage of total sales to these two customers will 
decline significantly in 1999 as compared to 1998. If these sales are not 
replaced with sales to other shaft customers then such decrease could have an 
adverse effect on the Company's business and operating results. 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

FIRST QUARTER 1999 COMPARED TO FIRST QUARTER 1998

     NET SALES. Net sales decreased $8.6 million, or 44.7%, to $10.6 million 
for the first quarter ended March 31, 1999 (the "1999 Period") from $19.1 
million for the first quarter ended 1998 (the "1998 Period"). The decrease in 
net sales was attributable to decreased shaft unit sales to the Company's 
club manufacturer customers and a decrease in the average selling price of 
shafts sold. Shaft unit sales decreased 42% in the 1999 Period as compared to 
the 1998 Period, and the average selling price of shafts sold decreased 16%, 
partly as a result of a change in product mix to lower priced value shafts. 
Sales of other carbon fiber products increased $0.6 million, or 145% in the 
1999 Period as compared to the 1998 Period.

     The company expects that shaft sales, both in total units and in 
dollars, will continue to be lower, at least for the next two quarters, than 
they were in comparable periods in 1998 as a result of an overall weak market 
for golf clubs the impact of which was first felt in the fourth quarter of 
1998.

                                       8
<PAGE>

     GROSS PROFIT. Gross profit decreased $3.6 million, or 60.8%, to $2.3 
million for the 1999 Period from $5.8 million for the 1998 Period principally 
as a result of the decrease in net sales. The Company's gross profit margin 
decreased to 21.7% in the 1999 Period compared to 30.5% in the 1998 Period as 
a result of lower average selling prices for shafts and fixed costs being 
spread over reduced operating levels in the 1999 Period. Gross profit margin 
was also negatively impacted in the 1999 Period as the early production 
quantities of Evanston, Wyoming produced carbon fiber was relieved from 
inventories to cost of sales in the form of graphite shaft sales containing 
carbon fiber produced at relatively higher production costs.

     OPERATING INCOME. Operating income decreased $2.3 million, or 97.2%, to 
$0.1 million for the 1999 Period from $2.4 million for the 1998 Period, and 
decreased as a percentage of net sales to 0.6% in the 1999 Period compared to 
12.6% in the 1998 Period. Selling, general and administrative expense 
decreased $1.2 million, or 39.2%, to $1.9 million for the 1999 Period from 
$3.1 million for the 1998 Period, primarily as a result of reduced 
administrative expenses in the 1999 Period as compared to the 1998 Period and 
the absence in the 1999 Period of $0.7 million of start-up costs related to 
the carbon fiber manufacturing facility recorded in the 1998 Period.

     INCOME TAXES. The Company recorded a provision for income taxes of 
$33,000 in the 1999 Period primarily as a result of the effect of the 
Company's non-deductible amortization of goodwill on the pretax loss. The 
Company's effective tax rate in the 1998 Period was 46.8%.

LIQUIDITY AND CAPITAL RESOURCES

     From November 1993 through the end of 1998, the only indebtedness of the 
Company was $20.0 million in 6.13% senior notes due 2001, and the Company did 
not require borrowings to finance its operations or provide working capital. 
Starting in the first quarter of 1999, however, the Company has required 
additional borrowings to support its working capital needs on a short term 
basis and expects to continue to do so for the foreseeable future. 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. The Company has in place a $5.0 million line of credit facility from a 
financial institution which is secured by substantially all the assets of the 
Company. This line of credit facility has a maturity date of August 30, 1999. 
The Company has outstanding borrowings of $1.7 million against the line of 
credit as of March 31, 1999. Borrowings under the line of credit bear 
interest, at the election of the Company, at the bank reference rate (7.75% 
at March 31, 1999) plus 0.5% or at the LIBOR rate plus 2.0%. The line of 
credit requires the maintenance of certain financial ratios. As of March 31, 
1999, the Company was in compliance with all covenants under the amended line 
of credit agreement. The Company is engaged in negotiations to extend or 
replace this facility in order to provide working capital borrowing capacity 
at least into the year 2000. Management anticipates that it will be able to 
secure adequate financing to support its working capital needs on an on-going 
basis. However, if the Company is unable to arrange the necessary financing 
facilities, the Company could be unable to make its principal payments under 
the 6.13% senior notes on a timely basis or otherwise be adversely affected.

                                       9
<PAGE>

     Cash (including cash equivalents) used for operating activities in the 
1999 Period was $2.6 million compared to $0.3 million provided by operating 
activities for the 1998 Period. This decrease resulted principally from the 
decrease in net income and an increase in cash used for working capital items 
in 1999 as compared to 1998. The Company used $0.6 million for capital 
expenditures during the 1999 Period, primarily related to the completion of 
construction of the new shaft manufacturing facility in China. Management 
anticipates capital expenditures to approximate $1.5 million for 1999.

     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.

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 company experienced a substantial shaft unit volume increase in 1998 
over the previous year which followed a seasonal pattern where sales volume 
peaked in the second quarter of the fiscal year. However, based on the 
overall weak demand for golf clubs experienced in the fourth quarter of 1998 
and the first quarter of 1999, the Company anticipates its net sales could 
decline between 25% to 45% in the first half of 1999 versus 1998 and 
accordingly, does not anticipate normal seasonal sales trends in 1999.

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 risks. 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. The possibility 
exists that the Company's manufacturing operations could be affected by 
external suppliers systems that are not year 2000 compliant. Key risk areas 
identified by the Company include its energy suppliers to its facility in 
Evanston, Wyoming as well as electrical providers to the Company in Tijuana, 
Mexico and Zhuhai, China. If one of these providers is not able to provide 
the necessary requirements to the Company, there likely would not be a 
reasonable alternative available to the Company and as a result the Company's 
business could be negatively impacted.

     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. Total expenditures 
are not expected to exceed $100,000. 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, such as those noted above, could have 
an adverse effect on the Company.

"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 a variety of factors, including (i) the 
ability to produce high volumes of carbon fiber at lower cost at the 
Evanston, Wyoming facility, in order to generate incremental profitable 
revenues through the sale of carbon fiber products other than graphite golf 
shafts and to reduce the manufacturing costs for the Company's graphite golf 
club shafts using internally generated carbon fiber (ii) 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), (iii) the availability of raw 
materials for the Company's manufacturing 

                                       11
<PAGE>

operations (principally carbon fiber and acrylic fiber) at anticipated 
prices, (iv) the ability of the Company to develop new customer relationships 
with users of graphite prepreg and carbon fiber, (v) 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 (vi) the Company's ability to 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, 1998 (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 Form 10-K and Management's 
Discussion and Analysis of Financial Condition and Results of Operations" 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 March 31, 1999.




                                       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.


May 11, 1999                               /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 - UNAUDITED
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                          Three months ended
                                                                               March 31,
                                                                     -----------------------------
                                                                         1999             1998
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
BASIC:
Net income (loss)                                                    $       (307)    $      1,141

Weighted average number of common shares outstanding                       15,462           15,432
                                                                     ------------     ------------

Net income (loss) per common share                                   $      (0.02)    $       0.07
                                                                     ------------     ------------
                                                                     ------------     ------------



ASSUMING DILUTION:
Net income                                                           $       (307)    $      1,141

Weighted average number of common shares outstanding                       15,462           15,432


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                                -               50
                                                                     ------------     ------------

Weighted average number of common and
   common equivalent shares                                                15,462           15,482
                                                                     ------------     ------------

Net income (loss) per common share, assuming dilution                $      (0.02)    $       0.07
                                                                     ------------     ------------
                                                                     ------------     ------------
</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 QUARTER ENDED MARCH 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                             397
<SECURITIES>                                         0
<RECEIVABLES>                                    5,905
<ALLOWANCES>                                         0
<INVENTORY>                                     17,353
<CURRENT-ASSETS>                                29,512
<PP&E>                                          27,171
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 116,742
<CURRENT-LIABILITIES>                           17,217
<BONDS>                                         12,000
                                0
                                          0
<COMMON>                                           155
<OTHER-SE>                                      79,792
<TOTAL-LIABILITY-AND-EQUITY>                   116,742
<SALES>                                         10,563
<TOTAL-REVENUES>                                10,563
<CGS>                                            8,274
<TOTAL-COSTS>                                   10,139
<OTHER-EXPENSES>                                   357<F1>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 334
<INCOME-PRETAX>                                  (274)
<INCOME-TAX>                                        33
<INCOME-CONTINUING>                              (307)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (307)
<EPS-PRIMARY>                                   (0.02)
<EPS-DILUTED>                                   (0.02)
<FN>
<F1> Goodwill Amortization
</FN>
        

</TABLE>


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