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 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13780
POWER CONTROL TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 02-0423416
- -------------------------------------- ---------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
35 East 62nd Street
New York, New York 10021
--------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 572-8600
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
--- ----
The number of shares of Common Stock outstanding at March 31, 1996 was
20,656,502.
This Form 10-Q consists of 17 sequentially numbered pages.
The Exhibit Index appears on page 17
<PAGE>
POWER CONTROL TECHNOLOGIES INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996
INDEX
-----
Page No.
--------
PART I - FINANCIAL INFORMATION:
Item 1 - Financial Statements: ...........................................3
Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995.............................3
Consolidated Statements of Income -
Three Months Ended March 31, 1996 and 1995.......................4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1995.......................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................................................9
Item 2 - Changes in Securities............................................9
Item 3 - Defaults Upon Senior Securities..................................10
Item 4 - Submission of Matters to a Vote of Security - Holders ...........10
Item 5 - Other Information ...............................................11
Item 6 - Exhibits and Reports on Form 8-K ................................15
SIGNATURE 16
EXHIBIT INDEX ................................................................17
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
(unaudited)
March 31, December 31,
1996 1995
------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ -- $ --
Prepaid expenses and other 0.8 1.2
------------- -----------
Total current assets 0.8 1.2
Other assets 10.1 9.4
Net assets held for sale 42.6 38.8
------------ -----------
$ 53.5 $ 49.4
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities $ 4.2 $ 4.4
------------- -----------
Other long-term liabilities 2.5 2.5
------------- -----------
Convertible Preferred stock 20.0 20.0
Stockholders' equity:
Common stock 0.2 0.2
Capital in excess of par value 26.7 26.7
Accumulated deficit (0.1) (4.4)
------------- ----------
Total stockholders' equity 26.8 22.5
------------- ----------
$ 53.5 $ 49.4
============= ==========
See the Notes to Consolidated Financial Statements
3
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended March 31,
1996 1995
------- -----
General and administrative $ 0.3 $ 5.9
-------- --------
Operating expense (0.3) (5.9)
Interest expense - 0.4
Other (income) expense, net (0.6) (4.7)
-------- --------
Income (loss) from continuing operations 0.3 (1.6)
before income taxes
Provision for income taxes - -
------- --------
Income (loss) from continuing operations 0.3 (1.6)
Discontinued operations
Income from operations of discontinued
aerospace business (net of
income taxes of $0.6 and $0.1) 4.4 4.0
------- --------
Income before extraordinary loss 4.7 2.4
Extraordinary loss - (1.6)
------- -------
Net income 4.7 0.8
------- -------
Preferred stock dividend 0.4 -
------- -------
Net income available to common shareholders $ 4.3 $ 0.8
======= ======
Income (loss) per common share from:
Continuing operations $ 0.00 $(0.08)
Discontinued operations 0.21 0.20
-------- -------
0.21 0.12
Extraordinary loss - (0.08)
-------- --------
Net income per common share $ 0.21 $ 0.04
======== ========
See the Notes to Consolidated Financial Statements
4
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
(UNAUDITED)
Three Months Ended March 31,
---------------------------
1996 1995
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4.7 $ 0.8
---------- ---------
Adjustments to reconcile net income to total
cash provided by (used in) operating
activities:
Income from discontinued operations (4.4) (4.0)
Extraordinary loss - 1.6
Depreciation - 0.2
Changes in working capital, net of assets
and liabilities of discontinued
operations:
Other current assets 0.4 0.8
Other assets (0.7) (1.6)
Accrued liabilities (0.2) (13.5)
Other long-term liabilities - 0.3
Change in net assets held for sale 0.6 11.5
-------- -------
Cash provided by (used in) operating
activities 0.4 (3.9)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt payments, net - (31.1)
Preferred dividends (0.4) -
-------- -------
Cash used in financing activities (0.4) (31.1)
-------- -------
Net decrease in cash and cash equivalents - (35.0)
Cash and cash equivalents at beginning of period - 230.0
-------- -------
Cash and cash equivalents at end of period $ - $195.0
======== =======
See the Notes to Consolidated Financial Statements
5
<PAGE>
Notes to Consolidated Financial Statements
Note 1 -- Basis of Presentation
The accompanying unaudited consolidated financial statements of Power
Control Technologies Inc. (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial
information and the rules and regulations of the Securities and Exchange
Commission. 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. Results for interim periods are not
necessarily indicative of the results which might be expected for a full year.
The unaudited consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's 1995 annual report on Form 10-K and proxy statement for the
Company's 1996 Annual Meeting of Stockholders. All terms used but not defined
elsewhere herein have the meanings ascribed to them in the Company's 1995
annual report on Form 10-K.
On April 15, 1996, the Company sold substantially all of its operating
assets and related liabilities (see Note 4). Accordingly, the consolidated
financial statements for all periods presented reflect such assets and
liabilities and related results of operations as discontinued operations.
Note 2 -- Income (loss) Per Common Share
Income (loss) per common share for the three-month periods ended March
31, 1996 and 1995 is based on 20.8 million and 19.8 million outstanding shares
of Common Stock, respectively. In connection with the Aerospace Sale (see Note
4), all of the outstanding stock options were cancelled in April 1996.
Note 3 -- Income Taxes
At December 31, 1995 the Company had available Federal net operating
loss carryforwards of approximately $172.0 million and therefore the Company
has not provided for federal income taxes for the three-months ended March 31,
1996.
6
Note 4 -- Sales and Dispositions of Assets and Liabilities
On April 15, 1996, the Company received the necessary approval from
its stockholders and consummated the Aerospace Sale pursuant to the terms of
the Master Asset Purchase Agreement for aggregate cash consideration of $201.1
million, subject to adjustment and before estimated transaction costs of
approximately $5.0 million. The Company expects to record an estimated net
gain on the Aerospace Sale of approximately $153 million in the second quarter
of 1996. In connection with the Aerospace Sale, Parker-Hannifin assumed the
operating liabilities of the Aerospace Business, including the existing debt
of the Company. For additional information regarding the Aerospace Sale,
readers are referred to the proxy statement for the Company's 1996 Annual
Meeting of Stockholders.
At March 31, 1996, total assets, liabilities and foreign currency
translation adjustments of the discontinued operations were $168.3 million,
$121.6 million and $4.1 million, respectively. Total revenues of the
discontinued operations for the three month period ended March 31, 1996 were
$53.2 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
General
As a result of the April 15, 1996 sale of the Aerospace Business to
Parker-Hannifin, the Company has classified those operations as discontinued
in the accompanying consolidated financial statements.
Results of Operation
Three Months Ended March 31, 1996 Compared to the Three Months Ended
March 31, 1995
Selling, general and administrative expenses from continuing
operations were $0.3 million for the three months ended March 31, 1996,
compared to $5.9 million for the three months ended March 31, 1995. The 1996
expenses primarily relate to on-going corporate costs. The 1995 expenses
primarily relate to costs associated with the former Hampton, NH office of
Abex before the Abex Transfer and the Merger.
Other income was $0.6 million for the three months ended March 31,
1996, compared to $4.7 million for the three months ended March 31, 1995.
Other income during the 1996 period reflects income recognized on the
Company's overfunded pension plan. Other income during the 1995 period relates
primarily to interest income on cash held by Abex before the Abex Transfer and
Merger.
7
Financial Condition, Liquidity and Capital Resources
The Company had cash and cash equivalents of $8.6 million at March 31,
1996, which are classified as part of the Company's assets held for sale in
the accompanying balance sheet. On April 15, 1996, in connection with the
Aerospace Sale, the Company received $201.1 million in cash.
In connection with the Aerospace Sale, on April 15, 1996, the Company
terminated its existing Credit Agreement with Chemical Bank and Bank of
America (the "Credit Agreement") and entered into an agreement with Chemical
Bank pursuant to which certain of the letters of credit granted by Chemical
Bank on behalf of the Company pursuant to the Credit Agreement will remain
outstanding.
On February 5, 1996, the Company, through Pneumo Abex, entered into a
Reimbursement Agreement with Chemical Bank and Mafco Consolidated. The
Reimbursement Agreement provides for letters of credit totaling $20.8 million
covering certain environmental issues not related to the Company's former
Aerospace Business. In connection with the Abex Transfer, Mafco Consolidated
has agreed to indemnify the Company for these contingent liabilities, which
are generally paid by third party indemnitors and insurers, including the cost
of the letters of credit.
At December 31, 1995, the Company had available Federal net operating
loss carryforwards of approximately $172.0 million.
The Company is considering alternatives for the investment of the net
proceeds of the Aerospace Sale consistent with the Company's goal of enhancing
shareholder value.
8
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Various legal proceedings, claims and investigations are pending
against the Company and certain subsidiaries, including those relating to
product liability, safety and health matters and other matters. Most of these
legal proceedings are related to matters covered by insurance, subject to
deductibles and maximum limits, and by third-party indemnities. The Company is
involved in various stages of legal proceedings, claims, investigations and
cleanup relating to environmental or natural resource matters, some of which
relate to waste disposal sites.
On January 2, 1996, the Company entered into a settlement agreement
with the U.S. Government pursuant to which the Company agreed to pay the U.S.
Government $12.5 million to settle allegations of labor mischarging and
related contract disputes. On January 8, 1996, pursuant to the terms of such
settlement agreement, the Company paid such amount to the U.S.
Government.
The U.S. Government had also asserted a claim of non-compliance with
Cost Accounting Standards. In February 1996, the Company entered into a
settlement agreement with the U.S. Government pursuant to which the Company
paid the U.S. Government $238,500 to settle the Cost Accounting Standards
non-compliance assertion. In addition, the U.S. government has asserted claims
of defective pricing.
In the opinion of management, based upon the information available at
this time, the outcome of the outstanding defective pricing and other matters
referred to above will not have a material adverse effect on the Company's
financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES.
At the Company's 1996 Annual Meeting of Stockholders held on April 15,
1996 (the "Annual Meeting"), the Company's stockholders ratified an amendment
to the Company's By-Laws previously approved by the Company's Board of
Directors (the "By-Law Amendment") and approved an amendment to the Company's
Certificate of Incorporation (the "NOL Amendment"), each of which is designed
to protect the utilization of the Company's net operating loss carryforwards
by prohibiting certain transfers of shares of Common Stock. In addition, at
the Annual Meeting the Company's stockholders approved an amendment to the
Company's Certificate of Incorporation which eliminated the mandatory
redemption provisions of the Preferred Stock (the "Preferred Stock
Amendment").
9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
The Annual Meeting was held on April 15, 1996. As proposed in the
proxy solicitation by the Company's Board of Directors pursuant to Regulation
14A of the Securities Exchange Act of 1934, the following persons were elected
to serve as directors of the Company until the Annual Meeting of Stockholders
in 1999 or until their successors are elected and shall have qualified: James
G. Roche; Jaymie A. Durnan; and Lance A. Liebman. In addition, at the Annual
Meeting the Company's stockholders (i) approved the Aerospace Sale, (ii)
ratified the By-Law Amendment, (iii) approved the NOL Amendment, (iv) approved
the Preferred Stock Amendment, and (v) ratified the selection of Arthur
Andersen LLP as the Company's independent auditors for the 1996 fiscal year.
The results of the shares of Common Stock voted for the election of
directors were as follows:
Director Voted For Authority Withheld
- -------- --------- ------------------
James G. Roche 18,195,169 347,158 against
Jaymie A. Durnan 18,194,964 347,363 against
Lance A. Liebman 18,195,169 347,158 against
There were 11,649,913 shares of Common Stock voted for the approval of
the Aerospace Sale, with 171,601 shares voted against and 6,720,813 broker
non-votes and abstentions. There were 11,663,878 shares of Common Stock voted
for the ratification of the By-Law Amendment, with 178,001 shares voted
against and 6,730,448 broker non-votes and abstentions. There were 11,632,920
shares of Common Stock voted for the approval of the NOL Amendment, with
173,472 shares voted against and 6,735,935 broker non-votes and abstentions.
There were 11,502,592 shares of Common Stock voted for the approval of the
Preferred Stock Amendment, with 308,998 shares voted against and 6,730,737
broker non-votes and abstentions. There were 18,422,253 shares of Common Stock
voted for the ratification of the selection of Arthur Andersen LLP as the
Company's independent auditors for the 1996 fiscal year with 5,392 shares
voted against and 114,682 broker non-votes and abstentions.
10
ITEM 5. OTHER INFORMATION.
The following tables set forth pro forma financial information of the
Company for the year ended December 31, 1995 and for the three months ended
March 31, 1996. The pro forma condensed statement of operations data for the
year ended December 31, 1995 gives pro forma effect to (i) the Aerospace Sale
and (ii) the Prior Transactions in each case as if such transactions had been
consummated on January 1, 1995. The pro forma condensed statement of
operations data from continuing operations for the three months ended March
31, 1996 is identical to the Company's historical consolidated statement of
income for the three months ended March 31, 1996 included in Item 1 of Part I
of this report. The pro forma condensed balance sheet gives effect to the
Aerospace Sale as if such transaction had been consummated on March 31, 1996.
The pro forma financial information has been prepared on the basis that the
Company has received cash consideration of $201.1 million, and does not give
effect to any post-closing purchase price adjustment.
The pro forma adjustments are described in the notes hereto and are
based upon available information and certain assumptions that the Company
believes are reasonable. The pro forma financial information does not
necessarily reflect the results of operations or the financial position of the
Company that actually would have resulted had the Aerospace Sale been
consummated as of the date or for the period indicated. The pro forma
financial information should be read in conjunction with the notes hereto, the
Company's unaudited consolidated financial statements and the notes thereto as
of and for the quarter ended March 31, 1996 included herein, and the Company's
audited financial statements and the notes thereto as of and for the year
ended December 31, 1995 included in the Company's 1995 Annual Report on Form
10-K.
11
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Pro Forma
Prior
Prior Pro Forma Aerospace Transactions
Transactions Prior Sale and Aerospace
Historical Adjustments Transactions Adjustments Sale
---------- ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Net Sales.................... $201.9 $201.9 $(201.9)(f) --
Cost of Sales................ 153.8 153.8 (153.8)(f) --
Gross profit................. 48.1 48.1
Selling, general and
administrative expenses..... 37.6 $(9.3)(a) 28.3 (28.3)(f) $1.5
1.5(g)
Amortization of intangibles.. 1.6 1.6 (1.6)(f) --
-------- ---------
Operating income............. 8.9 18.2 (1.5)
Interest expense............. 2.1 (0.4)(b) 1.7 (1.7)(f) --
Other (income) loss ......... (6.9) 6.9(c) -- (3.0)(h) (3.0)
---------- --------- ---------
Income from continuing
operations before
income taxes................ 13.7 16.5 1.5
Provision for income taxes... 0.8 0.8 (0.8)(f) --
---------- ---------
Income from continuing
operations before
extraordinary items......... 12.9 15.7 1.5
Preferred dividends ......... (0.9) (0.7)(d) (1.6) -- (1.6)
---------- ---------- --------
Income (loss) from
continuing operations
available to
common shareholders......... $12.0 $ 14.1 $(0.1)
========== ========== =========
Income from continuing
operations per share
available to common
shareholders................ $0.59 $ 0.68 $--
Weighted average number of
common shares outstanding
(in millions)............... 20.3 0.4 20.7(e) 20.7
</TABLE>
See the Notes to Pro Forma Condensed Statement of Operations and Condensed
Balance Sheet.
12
<PAGE>
POWER CONTROL TECHNOLOGIES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEET
MARCH 31, 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
Aerospace Pro Forma
Sale Aerospace
Historical Adjustments Sale
---------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents -- $196.1 (i) $ 196.1
Prepaid expenses and other $ 0.8 (0.8) (j) --
--------- ----------
Total current assets 0.8 196.1
Other assets 10.1 2.0 (k) 12.1
Net assets held for sale 42.6 (42.6)(l) --
--------- ----------
$ 53.5 $ 208.2
========= ==========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Aerospace Pro Forma
Sale Aerospace
Historical Adjustments Sale
---------- ----------- ----------
Current liabilities:
Accrued liabilities $ 4.2 $ 4.2
--------- ----------
Other long-term liabilities 2.5 2.0 (k) 4.5
--------- ----------
Preferred stock 20.0 20.0
Stockholders' equity
Common stock 0.2 0.2
Capital in excess
of par value 26.7 26.7
Accumulated deficit (0.1) 152.7 (m) 152.6
--------- ----------
Total stockholders'
equity 26.8 179.5
--------- ----------
$ 53.5 $ 208.2
========= ===========
</TABLE>
13
<PAGE>
NOTES TO PRO FORMA CONDENSED STATEMENT OF OPERATIONS AND CONDENSED BALANCE SHEET
(a) Represents general and administrative expenses associated with
Abex's prior corporate structure which did not relate to the remaining
business of the Company and did not continue after the Merger. Such
expenses included corporate officer salaries and wages, professional
fees related to the management of certain liabilities transferred to
Mafco Consolidated, building maintenance and depreciation related to
Abex's corporate office and certain other closed facilities and certain
other expenses.
(b) Represents the elimination of interest expense related to debt which
was fully redeemed with the proceeds from the sale of the Company's
Friction Products division and the sale of the Company's Jetway Systems
division.
(c) Represents the elimination of income recognized on assets
transferred to Mafco Consolidated.
(d) Represents preferred dividends associated with the Preferred Stock.
(e) The pro forma common shares outstanding represent the shares of Common
Stock outstanding after the Recapitalization.
(f) Represents the classification of operations sold as discontinued
operations.
(g) Represents general and administrative expenses which will continue after
the Aerospace Sale.
(h) Represents periodic pension income related to the pension plan retained
by the Company.
(i) Represents the proceeds from the Aerospace Sale of $201.1 million
less the estimated transaction costs of $5.0 million.
(j) Represents the expensing of certain prepaid insurance and deferred
financing costs retained by the Company.
(k) Represents the reclassification of $2.0 million from other assets to
other long-term liabilities related to an unfunded pension liability.
(l) Represents the net operating assets and liabilities transferred to
Parker-Hannifin in connection with the Aerospace Sale.
(m) Represents the estimated net gain to be recognized on the Aerospace
Sale.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit Description
2.1 Master Asset Purchase Agreement, dated as of January 15, 1996,
as amended, by and among the Company, Pneumo Abex and
Parker-Hannifin, without exhibits and schedules (incorporated
by reference to Exhibit 2.1 to the Company's Annual Report on
Form 10-K for 1995). The Company agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the
Securities and Exchange Commission (the "Commission") upon
request.
2.2 Closing Agreement, dated as of April 15, 1996, by and among the
Company, Pneumo Abex and Parker-Hannifin (incorporated by
reference to Exhibit 2.2 to the Company's Current Report on
Form 8-K filed with the Commission on April 30, 1996).
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K filed with the Commission on April
30, 1996).
27* Financial Data Schedule.
(b) Reports on Form 8-K:
None
- -------------------
* filed herein
15
<PAGE>
SIGNATURE
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.
POWER CONTROL TECHNOLOGIES INC.
-------------------------------
(Registrant)
By: /s/ Irwin Engelman
----------------------
Irwin Engelman
Executive Vice President and
Chief Financial Officer
Date: May 13, 1996 By: /s/ Laurence Winoker
----------------------
Laurence Winoker
Vice President and Controller
(Principal Accounting Officer)
16
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
2.1 Master Asset Purchase Agreement, dated as of
January 15, 1996, as amended, by and among the
Company, Pneumo Abex and Parker-Hannifin,
without exhibits and schedules (incorporated by
reference to Exhibit 2.1 to the Company's Annual
Report on Form 10-K for 1995). The Company agrees
to furnish supplementally a copy of any omitted
exhibit or schedule to the Securities
and Exchange Commission upon request.................. --
2.2 Closing Agreement, dated as of April 15, 1996, by and
among the Company, Pneumo Abex and Parker-Hannifin
(incorporated by reference to Exhibit 2.2
to the Company's Current Report on Form 8-K filed with
the Commission on April 30, 1996)..................... --
3.1 Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K filed with
the Commission on April 30, 1996)..................... --
27 Financial Data Schedule............................... --
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Power
Control Technologies Inc. Consolidated Balance Sheet and Statement of Income and
is qualified in its entirety by reference to such financial statements.
<NAME> POWER CONTROL TECHNOLOGIES INC.
<CIK> 0000945235
<MULTIPLIER> 1,000,000
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<PERIOD-TYPE> 3-MOS
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 54
<CURRENT-LIABILITIES> 4
<BONDS> 0
20
0
<COMMON> 0
<OTHER-SE> 27
<TOTAL-LIABILITY-AND-EQUITY> 54
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 4
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.20
</TABLE>
