U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 ____ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ___________ Commission File Number 1-4142 TENNEY ENGINEERING, INC. (Exact name of small business issuer as specified in its charter) NEW JERSEY 22-1323920 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1090 Springfield Road, Union, New Jersey 07083 (Address of principal executive offices) (908) 686-7870 (Issuer's telephone number) NONE (Former name, former address and former fiscal year, if changed since last report.) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding at September 30, 1997 Series A Common Stock $.01 par value 3,714,842 Series B Common Stock $.01 par value 3,714,842 Transitional Small Business Disclosure Format: Yes ____ No X TENNEY ENGINEERING, INC. FORM 10-QSB QUARTER ENDED SEPTEMBER 30, 1997 I N D E X PAGE Part I - Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheet - September 30, 1997 3 Consolidated Condensed Statements of Operations - Three and nine months ended September 30, 1997 and 1996 4 Consolidated Condensed Statements of Cash Flows - Nine months ended September 30, 1997 and 1996 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Part II - Other Information 19 TENNEY ENGINEERING, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET SEPTEMBER 30, 1997 (In thousands of dollars - unaudited) ASSETS Current Assets: Cash and cash equivalents $ 78 Accounts receivable - net 1,370 Current portion of installment note receivables 55 Inventories 617 Deferred tax asset 310 Total Current Assets 2,430 Plant and equipment, net 409 Installment note receivable, noncurrent portion 215 Other assets 205 Total Assets $ 3,259 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Note Payable - Bank 750 Accounts payable and other accrued liabilities 997 Current portion of long-term capital leases 40 Accrued payroll and payroll taxes 180 Billings in excess of estimated revenue on long-term contracts 268 Pension obligation, current portion 73 Total Current Liabilities 2,308 Long-term debt, net of current portion 497 Total Liabilities 2,805 Commitments and contingencies Stockholders Equity: Preferred stock $.01 par value: Authorized 5,000,000 shares Issued and outstanding - none Common stock $.01 par value: Authorized 50,000,000 shares Issued 3,727,980 shares Series A 37 Issued 3,727,980 shares Series B 37 Additional paid-in-capital 2,263 Retained earnings (deficit) (1,843) 494 Less treasury stock, 26,276 shares at cost 40 Total Stockholders Equity 454 Total Liabilities and Stockholders Equity $ 3,259 See Notes to Consolidated Financial Statements. TENNEY ENGINEERING, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (unaudited) (In thousands of dollars - except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Net Revenue: Product and product related $1,002 $1,616 $3,904 $5,918 Service 253 304 742 681 Parts 104 140 381 495 License Fees 0 122 0 344 Totals 1,359 2,182 5,027 7,438 Cost of Sales: Product and product related 1,019 1,528 3,694 5,022 Service 136 197 450 459 Parts 79 60 245 194 Totals 1,234 1,785 4,389 5,675 Gross Profit 125 397 638 1,763 Selling and administrative expenses 471 328 1,546 1,366 Income (loss) from operations (346) 69 (908) 397 Other expense (income): Interest expense 4 6 13 16 Other income, net (10) 0 (19) ( 5) Totals ( 6) 6 ( 6) 11 Income (Loss) before income taxes (340) 63 (902) 386 Income taxes (benefit) 0 ( 3) ( 30) ( 27) Net Income (Loss) $ (340) $ 66 $ (872) $ 413 Net Income (Loss) per Common Share: Series A $(0.04) $ 0.01 $(0.12) $ 0.06 Series B (0.04) 0.01 (0.12) 0.06 Exercise of options would not be dilutative. See Notes to Consolidated Condensed Financial Statements. TENNEY ENGINEERING, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (In thousands of dollars - unaudited) 1997 1996 Operating activities: Net income (loss) $ (872) $ 413 Adjustments to reconcile income (loss) to net cash provided by (used in) operations: Depreciation and amortization 59 62 Tax asset (30) (31) Changes in operating assets and liabilities: Accounts and installments receivables 315 (351) Inventories (152) (307) Prepaid expenses and other current assets 55 43 Other assets 13 (38) Accounts payable and other accrued liabilities (463) (292) Accrued payroll and payroll taxes 57 98 Billings in excess of estimated revenues (18) 124 Net cash used in operating activities (1,150) (279) Investing activities: Acquisition of equipment (167) (71) Cash used in investing activities (167) (71) Financing activities: Exercise of options and issuance of Common Stock 2 2 Proceeds from working capital line of credit 750 245 Payments of note payable and long-term capital leases (100) 0 Acquisition of leases 82 0 Net cash provided by financing activities 734 247 Net decrease in cash and cash equivalents (583) (103) Cash and cash equivalents, beginning of year 661 223 Cash and cash equivalents, end of period $ 78 $ 120 Supplemental disclosure of cash flow information: Interest paid $ 53 $ 16 Income taxes paid $ 0 $ 0 See Notes to Consolidated Condensed Financial Statements. Note 1: Summary of Accounting Policies: The financial information enclosed herewith as at September 30, 1997 and for the three and nine months ended September 30, 1997 is unaudited, and, in the opinion of the Company, reflects all adjustments (which included only normal recurring accruals) necessary for a fair presentation of the financial position as of September 30, 1997, the changes in cash flow for the nine months ended September 30, 1997 and 1996 and the results of operation for these periods. This quarterly report should be read in conjunction with the Company's 1996 Annual Report and the September 30, 1997 Management's Discussion and Analysis of Financial Condition and Results of Operations. Note 2: Results of Operations: The results of operations for the nine months ended September 30, 1997 are not necessarily indicative of the results to be expected for the full year. Note 3: Financial Condition and Results of Operation: As shown in the accompanying consolidated financial statements, the Company incurred a net loss for the third quarter and year- to-date period ended September 30, 1997 and earned income for the corresponding quarter and year-to-date period ended September 30, 1996, from operations. The net loss has resulted in an erosion of the Company's financial position. Note 4: License agreement: During 1992 the Company entered into a six-year licensing agreement with a manufacturer (the "Licensee") of environmental conditioning equipment. The terms of the agreement, among others, provide for: the Licensee to manufacture and sell environmental test chambers and other equipment under the Tenney name with the Company also retaining the right to manufacture such products; the Company to receive license fees (up to a maximum of $1,900,000) equal to 5% of qualifying sales during the term of the agreement with specified minimum amounts payable annually; an option for the Licensee to purchase the Company's rights, title and interest in the Tenney trademark for $100,000 at the end of the license term in the event the Company is no longer manufacturing such products; the Company to perform all servicing and installation of the aforementioned equipment. In addition, the Company entered into a four-year consulting agreement which expired in December, 1996, with the Licensee whereby, for an annual fee of $120,000, the Company made the services of the Company's president available to the licensee on a part-time basis. During November, 1996, the Company and Licensee agreed to accelerate payment of license fees by having the Licensee prepay $532,000, representing the amount remaining of the $1,900,000 maximum license fee. In addition, the "Tenney" trademark was sold for the sum of $100,000. Note 5: Accounts receivable: Accounts receivable consist of the following: September 30, 1997 (In thousands of dollars) Accounts receivable, billed $ 804 Accounts receivable, unbilled 594 Allowance for doubtful accounts (28) Totals $ 1,370 At September 30, 1997, sales recognized on the percentage of completion method approximated $3,747,000. Note 6: Inventories: Inventories consist of the following: September 30, 1997 (In thousands of dollars) Raw materials $ 326 Work in process 551 Totals 877 Less: Provision for write-downs to estimated realizable value 260 Totals $ 617 Accumulated costs on long-term contracts recognized by the percentage of completion method (see Note 5) were approximately $3,678,000. Note 7: Property, Plant and Equipment: Property, plant and equipment, which is stated at cost, is summarized as follows at September 30, 1997: September 30, 1997 (In thousands of dollars) Leasehold Improvements $ 70 Equipment 1,485 Equipment under capital leases 295 1,850 Accumulated depreciation (1,441) Total property, plant and equipment - net $ 409 The Company leases certain equipment for use in its operations under capital leases. Plant and equipment at September 30, 1997, included capital leases of $295,000 and related accumulated depreciation of $100,000. DynaTenn, Inc. (d/b/a "DynaVac"), a wholly owned subsidiary which manufactures diversified industrial vacuum equipment, leases its 27,900 square-foot facility in Hingham, Massachusetts, under an operating lease which became effective on January 1, 1997, for a term of six years. Rent charged to operations under this lease for the first three quarters of 1997 approximated $121,100. During 1996, DynaVac leased a 15,000 square feet facility in Weymouth, Massachusetts, under an operating lease which expired on December 31, 1996. Rent charged to operations under this lease approximated $46,250 for the first three quarters of 1996. Tenney Engineering, Inc. leases its facility in Union, New Jersey, under an operating lease which expires in December 1998. Rent charged to operations under this lease approximated $70,500 and $61,000 for the first three quarters of 1997 and 1996, respectively. At September 30, 1997, the aggregate minimum rental commitments under non-cancelable leases for the period shown are as follows: Year Capital Leases Operating Leases (In thousands of dollars) 1997 $ 67 $ 177 1998 74 241 1999 74 157 2000 56 163 2001 25 169 2002 15 $ 907 Total $ 311 Less imputed interest 88 Present value of net lease payments $ 223 Less current installments 40 Long-term debt obligation at September 30, 1997 $ 183 Imputed interest was calculated using rates between 7.06% - 12.6% Note 8: Debt: Debt maturing within one year consists of the following at September 30, 1997 1996 (In thousands of dollars) Notes payable - bank $ 750 $ 0 Current portion of capital leases 40 55 Current portion of pension obligation 73 179 Total $ 863 $ 234 On September 12, 1996, the Company and Summit Bank (the "Bank") entered into a Loan and Security Agreement for a $300,000 renewable working capital line of credit expiring May 1, 1997, with interest at 2% over the Bank's prime lending rate (the "Term Note"). The Bank was granted a security interest in substantially all the Company's assets. At February 20, 1997, the Bank granted a temporary increase of $100,000 in the line of credit, raising it to $400,000. On April 23, 1997, the Bank increased the line of credit to $750,000 expiring on May 1, 1998, with interest at 1-3/4% over the Bank's prime lending rate (8.5% at September 30, 1997). As at September 30, 1997, the Company owed to the Bank the amount of $750,000, under this working capital line of credit. Long-term debt consists of the following at September 30, 1997 (In thousands of dollars) Capital lease obligations $ 223 Multi-employer pension obligation 387 Total long-term debt including current maturities 610 Less: current maturities 113 Total long-term debt $ 497 Two new capital leases were entered into for equipment during the third quarter of 1997. The Company formerly had employees who were members of a union and contributed to multi-employer pension plan for such employees in accordance with a collective bargaining agreement based on monthly hours worked. Due to the cessation of manufacturing operations at the Company's Union facility, the Company ceased being a participant in the multi-employer pension plan in February 1993. Under the Multi-Employer Pension Plan Amendments Act of 1980, the Company may, under certain circumstances, become subject to liabilities in excess of contributions made under its collective bargaining agreement. The Company received a demand from the Sheet Metal Workers' National Pension Fund (the "Fund") for payment of a withdrawal liability in quarterly installments of $502,665 plus interest on overdue installments, statutory liquidated damages, attorneys' fees and injunctive relief. The Company negotiated with the Fund the amount of the liability and an installment payment schedule. On September 6, 1996, the Company agreed to a settlement of the matter proposed by the Fund and it executed a Settlement Agreement(the "Agreement"). Among other matters, the Agreement provides that the Company shall pay the Fund $720,090 (the "Settled Amount") on account of the withdrawal liability, statutory interest and counsel fees; provided, however, that if the Company pays to the Fund the amount of $397,330 principal, plus interest of $74,455, totaling $471,785 -- $75,000 upon signing and sixty (60) monthly payments of $6,613.09 commencing October 1, 1996 -- the Fund would accept the total of $471,785 in satisfaction of the total withdrawal liability. The Agreement contains various representations and warranties by the Company. In the event that timely payments are not made or the Company otherwise defaults under the Agreement, the Settled Amount will be due the Fund, less any payments received. The Company has made all payments to the Fund when they are due, and continues to do so. The Company had reserved on its balance sheet as at December 31, 1995, the sum of $581,835 for the withdrawal liability to the Fund. The Company will charge all the payments made to the Fund to this reserve account; and if all payments are made in accordance with the provisions of the Agreement, any balance in the reserve will be recognized as forgiveness of indebtedness when payments are complete. At September 30, 1997, the reserve approximated $387,000. Note 9: Net Revenue: Product and product-related net revenue includes revenue from the Company's manufacturing operation, sales of reconditioned equipment and rental income. Service revenue includes revenue from the servicing and installation of equipment and from the services of the Company's president provided to the Licensee during 1996 (see Note 4). Parts revenue includes revenue from the sale of replacement and spare parts for equipment previously manufactured by the Company, as well as equipment currently being manufactured under the "Tenney" name and competitors' equipment. Note 10: Income taxes: Effective January 1, 1993, the Company has adopted the Statement of Financial Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income Taxes." SFAS 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on differences between the financial statement and tax bases of assets and liabilities at the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax asset depends on the Company's ability to generate sufficient taxable income in the future. While management believes that the total deferred tax asset will eventually be fully realized by future operations, as a result of the losses experienced prior to 1994, management recorded a valuation allowance equal to 100% of the deferred tax asset upon adoption of SFAS 109 on January 1, 1993. As a result, the initial adoption of SFAS 109 had no impact on the Company's consolidated financial statements. At September 30, 1997, it was determined that the valuation allowance should be increased. This determination was based primarily on the Company's net loss during the first three quarters of 1997 and management's belief that it is more likely than not that the Company will generate sufficient taxable income to realize these future tax benefits. As the Company achieves sufficient profitability to realize the deferred tax assets, the assets will be reduced through a charge to expense. At September 30, 1997 and September 30, 1996, the Company utilized net operating loss carryforwards of $0 and $410,000, respectively. At September 30, 1997, the Company recognized an income tax benefit from the net operating loss carryforward of $30,000. The income tax (benefit) was allocated as follows: 1997 1996 (In thousands of dollars) Current income tax expense $ 0 $ 4 Deferred income tax benefit (30) (31) Net income tax (benefit) $ (30) $ (27) As at September 30, 1997, the Company has available, for tax reporting purposes, net operating loss carryforwards of approximately $3,085,000 which expire through 2008. A reconciliation of income tax provision at statutory rate to the income tax provision at the effective tax rate is as follows: The effective rate for 1997 and 1996 was 39%. 1997 1996 (In thousands of dollars) Income taxes computed at the federal statutory rates $ 0 $ 139 Federal Alternative Minimum Tax 0 4 State taxes (net of federal benefit) 0 35 Recognition of benefits of tax loss carryforwards (30) (174) Reduction of valuation allowance 0 (31) Net income tax (benefit) $ (30) $ (27) Note 11: Common stock: On March 11, 1997 the Board of Directors amended the Certificate of Incorporation to provide that Common Stock may be issued in two series, denominated Series A and Series B. All issued shares of Common Stock on April 10, 1997 were classified Series B Common Stock. The Board of Directors declared a distribution payable May 27, 1997 of one share of Series A Common stock for each share of Series B Common Stock held of record at the close of business on April 10, 1997. Outstanding options were adjusted effective the close of business April 10, 1997, so that Optionees have the right to buy a unit consisting of one share of Series A Common Stock and one share of Series B Common Stock for each share of Common Stock to which the option relates at a price per unit equal to the price per share of Common Stock specified in the outstanding option. The 1995 Incentive Stock Option Plan was amended to relate to an additional 330,000 shares of Series A Common Stock. On May 26, 1995, at the annual meeting, a new ten-year incentive stock option plan for officers and key employees was approved and adopted relating to 400,000 share of Common Stock. The plan provided that options could be granted from time to time at a price of not less than 100% of the fair market value of the Common Stock as of the date of grant for officers and employees who own less than 10% of the voting stock of the Company and 110% of fair market value for those officers and employees who own more than 10% of the voting stock (affiliate employees). Options granted are exercisable immediately and terminate no later than ten years from date of grant (five years from date of grant for affiliate employees). The fair value of each option granted is estimated on the grant date using the Black-Scholes model. The following assumptions were made in estimating fair value: Assumption 1995 Plan Dividend Yield 0% Risk-free Interest Rate 7.50% Expected Life 2 Years Expected Volatility 59.75% The Company applies APB Option 25 in accounting for its stock compensation plan. Accordingly, no compensation cost has been recognized for the 1995 Plan in 1997 or 1996. Had compensation cost been determined on the basis of fair value pursuant to FASB Statement No. 123, net income and earnings per share would have been reduced as follows: 1997 1996 Net income As reported (872,000) 347,000 Pro forma (898,000) 332,000 Primary earnings per share As reported (0.24) 0.12 Pro forma (0.24) 0.12 Fully diluted earnings per share As reported (0.24) 0.12 Pro forma (0.24) 0.12 Following is a summary of the status of the 1995 Plan during the first three quarters of 1997 and the year ended December 31, 1996: Weighted Average Number of Exercise Shares/Units Price Outstanding shares at 1/01/97 290,000 $ 0.57104 Granted 50,000 0.70468 Exercised (23,000) 0.23437 Canceled (10,000) 0.23437 Outstanding units at 9/30/97 307,000 $ 0.60896 Units exercisable at 9/30/97 307,000 $ 0.60896 Weighted average fair value of options granted during the first nine months of 1997 $3,196.00 Weighted Average Number of Exercise Shares Price Outstanding at 1/1/96 155,000 $ 0.24420 Granted 145,000 0.90075 Exercised (10,000) 0.23437 Canceled 0 0 Outstanding at 12/31/96 290,000 $ 0.57104 Options exercisable at 12/31/96 290,000 $ 0.57104 Weighted average fair value of options granted during 1996 $6,449.00 Following is a summary of the status of options outstanding at September 30, 1997: Outstanding Units Exercisable Units Weighted Average Weighted Weighted Remaining Average Average Exercise Contractual Exercise Exercise Price Range Number Life Price Number Price $0.23437-$0.25781 112,000 2 years $0.24420 112,000 $0.24420 $0.85937-$0.94531 135,000 3 years $0.89789 145,000 $0.89789 $0.70468 50,000 3 years $0.70468 50,000 $0.70468 Note 12: Commitments and contingencies: Lease commitments: DynaTenn, Inc. (d/b/a "DynaVac"), a wholly owned subsidiary which manufactures diversified industrial vacuum equipment, leases its 27,900 square-foot facility in Hingham, Massachusetts, under an operating lease which became effective on January 1, 1997, for a term of six years. Rent charged to operations under this lease approximated $121,100 for the first three quarters ended September 30, 1997. During 1996, DynaVac leased a facility in Weymouth, Massachusetts, under an operating lease which expired on December 31, 1996. Rent charged to operations under this lease approximated $46,250 for the first three quarters ended September 30, 1996. Tenney Engineering, Inc. leases its facility in Union, New Jersey, under an operating lease which expires in December 1998. Rent charged to operations under this lease approximated $70,500 for the first three quarters ended September 30, 1997 and $61,000 for the first three quarters ended September 30, 1996. Non-Cash Activities: During the third quarter ended September 30, 1997, the Company entered into two capital leases for five years for equipment in the amount of $41,000. Contingencies: The Company is not a party to any material pending legal proceeding. * * * MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION INTRODUCTION The Company is engaged in the engineering, marketing and manufacturing of diversified high-technology vacuum systems for space simulation, optic coating and sputtering; and provides service, refurbishing, upgrading, installation and sale or rental of reconditioned test equipment. LIQUIDITY At September 30, 1997, the Company's cash and cash equivalents totaled $78,000, a difference of $583,000 from the balance of $661,000 as at December 31, 1996. Net cash used in operations totaled $1,150,000. The primary uses of cash were the paying of accounts payable $463,000, a decrease of accounts receivable of $315,000, and $100,000 for paying capital leases. Cash was provided primarily by short-term borrowings of $750,000 under the working capital line of credit. The amount borrowed under the Company's working capital line of credit appears not to be sufficient to cover corporate and associated administrative costs should the negative cash flow continue. However, management believes that the timely completion of the order backlog of $1,900,000 at September 30, 1997 will be sufficient to cover corporate and associated administrative costs. If the timely completion of the backlog is not accomplished, there could be a material adverse effect on the Company. RESULTS OF OPERATIONS Total net revenue for the third quarter and year-to-date periods ended September 30, 1997, of $1,359,000 and $5,027,000 compares to net revenue of $2,182,000 and $7,438,000 in the corresponding 1996 period. Product and product-related net revenue for the third quarter and year-to-date periods ended September 30, 1997 was $1,002,000 and $3,904,000, respectively, and compares to 1996 revenue of $1,616,000 and $5,912,000 in the corresponding periods, respectively. The change is due to the lower amount of revenue recognized under the percentage of completion for long-term projects that were being worked on in our DynaVac subsidiary. Service-related revenue of $253,000 for the third quarter and $742,000 for the year-to-date periods ended September 30, 1997, compares to the same periods in 1996 of revenue of $304,000, and $681,000, respectively. The year-to-date increase is due primarily to the increase in service calls. Included in service revenue for the third quarter and year-to-date 1996 periods was revenue from the Licensee's agreement for the use of the services of the Company's president of approximately $30,000 and $90,000, respectively. Revenue related to the sale of parts totaled $104,000 and $381,000 for the third quarter and year-to-date periods ended September 30, 1997, respectively. For the third quarter and year-to-date periods ended September 30, 1996, revenue related to the sale of parts was $140,000 and $495,000, respectively. The decrease was due to receiving fewer parts orders. Due to the receipt of the maximum royalty payments under License agreement in November, 1996, there were no License fees earned during the 1997 three-month and nine-month periods ended September 30, 1997. During the corresponding three-month and nine-month periods ended September 30, 1996, $122,000 and $344,000 were earned as license fees. The Company's order backlog at September 30, 1997, December 31, 1996, and September 30, 1996 was approximately $1,900,000, $2,440,000 and $1,400,000, respectively. The decrease from December 31, 1996 is due primarily to a general slow-down in receiving large contract orders at the Company's DynaVac subsidiary. The total cost of sales as a percentage of net revenue was 91%, and 87% for the third quarter and year-to-date periods ended September 30, 1997, and compares to 82% and 76% for the corresponding 1996 periods. The third quarter and year-to-date periods ended September 30, 1997, cost of sales percentage of product and product-related sales was 101% and 94%, respectively, and compares to a cost of sales of 88% and 80% during the same 1996 period. The increase is due to higher labor costs associated with the move into larger facilities at our DynaVac subsidiary. Service cost of sale as a percentage of sales was 54% and 60% for the 1997 third quarter and year-to-date periods ended September 30, 1997. This compares to 65% and 67% for the 1996 periods ended September 30, 1996. The decrease is due to the increase in service calls and the utilization of manpower more efficiently and overhead cost containment programs. Cost of sales as a percentage of sales for the third quarter and year-to-date periods ended September 30, 1997 for parts was 76% and 64%, respectively, and compares to 43% and 39% for the 1996 corresponding periods. The increase was due to the sales mix of parts sold. Selling and administrative expenses for the third quarter and year-to-date for the periods ended September 30, 1997 was $471,000 and $1,546,000, and compares to expenses of $328,000 and $1,366,000 in the 1996 periods. Interest expense was $9,000 and $53,000, respectively, for the third quarter and year-to-date periods ended September 30, 1997, and compares to expense of $6,000 and $16,000, respectively, in the 1996 periods. The increase is due to the bank line of credit and the increase in capital equipment leases. The third quarter and year-to-date periods ended September 30, 1997 net loss was $(340,000) and $(872,000), respectively, and compares to net income of $66,000 and $413,000 for the corresponding periods ended September 30, 1996. During the first three quarters of 1997, the Company at its DynaVac subsidiary, experienced higher than normal manpower costs, along with a slow-down of receiving long-term projects. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8K were filed during the quarter ended September 30, 1997. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Tenney Engineering, Inc. (Registrant) s/Martin Pelman _________________________ Martin Pelman Vice President, Finance Principal Finance Officer Dated: November 13, 1997 2 18TENNEY ENGINEERING, INC.AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS