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 June 30, 1998 ____ 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 June 30, 1998 Series A Common Stock $.01 par value 3,800,592 Series B Common Stock $.01 par value 3,728,053 Transitional Small Business Disclosure Format: Yes ____ No X TENNEY ENGINEERING, INC. FORM 10-QSB QUARTER ENDED JUNE 30, 1998 I N D E X PAGE Part I - Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheet - June 30, 1998 3 Consolidated Condensed Statements of Operations - Three and six months ended June 30, 1998 and 1997 4 Consolidated Condensed Statements of Cash Flows - Six months ended June 30, 1998 and 1997 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 JUNE 30, 1998 (In thousands of dollars - unaudited) ASSETS Current Assets: Cash and cash equivalents $ 53 Accounts receivable - net 1,329 Inventories 592 Prepaid expenses and other current assets 64 Deferred tax asset 95 Total Current Assets 2,133 Plant and equipment, net 426 Other assets 210 Deferred tax asset - long term 185 Total Assets 2,954 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Notes Payable Bank $ 750 Accounts payable and other accrued liabilities 1,108 Current portion of long-term capital leases 58 Accrued payroll and payroll taxes 155 Billings in excess of estimated revenue on long-term contracts 232 Pension obligation, current portion 79 Total Current Liabilities 2,382 Long-term debt, net of current portion 463 Total Liabilities 2,845 Commitments and contingencies Stockholders Equity: Preferred stock $.01 par value: Authorized 10,000,000 shares Issued and outstanding - none Common stock $.01 par value: Authorized 10,000,000 shares - Series A Issued 3,824,980 shares 38 Authorized 40,000,000 shares - Series B Issued 3,824,980 shares 38 Additional paid-in-capital 2,284 Retained earnings (deficit) (2,191) Total 169 Less treasury stock: Series A Common Stock, 24,388 shares at cost 23 Series B Common Stock, 96,927 shares at cost 37 Total at cost 60 Total Stockholders Equity 109 Total Liabilities and Stockholders Equity $ 2,954 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 Six Months Ended June 30, June 30, 1998 1997 1998 1997 Net Revenue: Product and product related $1,589 $ 919 $3,320 $2,902 Service 229 276 522 489 Parts 120 152 249 277 Totals 1,938 1,347 4,091 3,668 Cost of Sales: Product and product related 1,235 1,140 2,664 2,675 Service 183 164 318 314 Parts 39 98 134 166 Totals 1,457 1,402 3,116 3,155 Gross Profit (Loss) 481 (55) 975 513 Selling and administrative expenses 443 549 887 1,075 Income (Loss) from operations 38 (604) 88 (562) Other expense (income): Interest expense 27 5 47 9 Other income, net ( 4) (1) ( 6) ( 9) Totals 23 4 41 0 Income (Loss) before income taxes 15 $ (608) 47 $ (562) Income taxes (benefit) - ( 27) - ( 30) Net Income (Loss) 15 $ (581) 47 $ (532) Net Income (Loss)per common share Series A $ .001 $(0.08) $ .003 $(0.07) Series B .001 (0.08) $ .003 (0.07) 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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (In thousands of dollars - unaudited) 1998 1997 Operating activities: Net income (Loss) $ 47 $ (532) Adjustments to reconcile income (loss)to net cash provided by (used in) operations: Depreciation and amortization 52 44 Tax asset (30) Changes in operating assets and liabilities: Accounts and installments receivables 253 233 Inventories 35 ( 94) Prepaid expenses and other current assets ( 26) 55 Other assets 3 13 Accounts payable and other accrued liabilities ( 89) (666) Accrued payroll and payroll taxes ( 16) ( 30) Billings in excess of estimated revenues (182) ( 60) Net cash provided by (used in)operating activities 77 (1,067) Investing activities: Acquisition of equipment 0 (107) Cash used in investing activities 0 (107) Financing activities: Exercise of options and issuance of common stock 3 2 Proceeds from working capital line of credit 0 645 Pension obligation ( 33) Payments of note payable and long-term capital leases ( 41) (45) Net cash provided by (used in) financing activities (71) 602 Net increase (decrease) in cash and cash equivalents 6 (572) Cash and cash equivalents, beginning of year 47 661 Cash and cash equivalents, end of period $ 53 $ 89 Supplemental disclosure of cash flow information: Interest paid $ 47 $ 9 Income taxes paid $ 0 See Notes to Consolidated Condensed Financial Statements. Note 1: Summary of Accounting Policies: The financial information enclosed herewith as at June 30, 1998 and for the three months and six months ended June 30, 1998 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 June 30, 1998, the changes in cash flow for the six months ended June 30, 1998 and 1997 and the results of operation for these periods. This quarterly report should be read in conjunction with the Company's 1997 Annual Report and the June 30, 1998 Management's Discussion and Analysis of Financial Condition and Results of Operations. Note 2: Results of Operations: The results of operations for the six months ended June 30, 1998 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 has earned net income for the first two quarters ending June 30, 1998, which has improved the Company's financial position, and incurred losses for the comparable periods in 1997. On September 12, 1996, the Company and Summit Bank (the "Bank") entered into a Loan and Security Agreement ("Term Note") for a $300,000 renewable working capital line of credit expiring May 31, 1997. At April 23, 1997 the Term Note was renewed until May 31, 1998, and increased to the amount of $750,000. The Bank was granted a security interest in substantially all the Company's assets. As at December 31, 1997, the Company had borrowed $750,000 under the Term Note. On November 5, 1997 the Bank notified the Company that covenants under the Credit Agreement to maintain certain levels of debt to tangible net worth and current assets to current liabilities were not met on the Company's financial statements. Payments of interest have been made in accordance with the terms of the Note. On June 5, 1998, the Company received a letter from the Bank demanding payment of the Note in 30 days. Subsequent to June 30, 1998 the Company and the Bank have reached an agreement in principle which provides that the maturity of the Term Note be extended to July 15, 1999 provided that the Company make a principal payment of $100,000 due upon execution of definitive documentation, three monthly payments of $10,000 principal plus accrued interest beginning on August 15, 1998 and, commencing on November 15, 1998 eight monthly payments of $20,000 principal plus accrued interest through June 15, 1999, with the balance being payable on July 15, 1999. Interest will be calculated at the rate of 1.75% above the Bank's prime lending rate. The Company has a commitment from certain shareholders to lend it $100,000 concurrent with the execution of the definitive Bank documents. The shareholders' loan is to be evidenced by a Demand Note bearing interest at a rate of 1.75% above the Bank's prime lending rate with interest payable monthly. Note 4: Accounts receivable: Accounts receivable consist of the following: June 30, 1998 (In thousands of dollars) Accounts receivable, billed $ 887 Accounts receivable, unbilled 470 Allowance for doubtful accounts ( 28) Totals $ 1,329 At June 30, 1998, sales recognized on the percentage of completion method approximated $3,213,000. Note 5: Inventories: Inventories consist of the following: June 30, 1998 (In thousands of dollars) Raw materials $ 744 Less: Provision for write-downs to estimated realizable value 152 Totals $ 592 Accumulated costs on long-term contracts recognized by the percentage of completion method (see Note 4) were approximately $2,603,000. Note 6: Property and Equipment: Property and equipment, which is stated at cost, is summarized as follows at June 30, 1998 (In thousands of dollars) Leasehold Improvements $ 70 Equipment 1,432 Equipment under capital leases 399 1,901 Accumulated depreciation (1,475) Total property and equipment - net $ 426 The Company leases certain equipment for use in its operations under capital leases. Property and equipment at June 30, 1998, included capital leases of $399,000 and related accumulated depreciation of $171,000. 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 two quarters of 1998 approximated $90,180, and $57,100 for the first two quarters of 1997. 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 $47,000 in 1998 and 1997, respectively. At June 30, 1998, 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) 1998 $ 64 $ 241 1999 110 157 2000 87 163 2001 37 169 2002 21 176 Total $ 319 $ 906 Less imputed interest 34 Present value of net lease payments $ 265 Less current installments 58 Long-term debt obligation at June 30, 1998 $ 207 Imputed interest was calculated using rates between 7.06% - 9.76% Note 7: Debt: Debt maturing within one year consists of the following at June 30, 1998 1997 (In thousands of dollars) Notes payable - bank $ 750 $ 645 Current portion of capital leases 58 43 Current portion of pension obligation 79 73 Total $ 887 $ 761 On September 12, 1996, the Company and Summit Bank (the "Bank") entered into a Loan and Security Agreement ("Term Note") for a $300,000 renewable working capital line of credit expiring May 31, 1997. At April 23, 1997 the Term Note was renewed until May 31, 1998, and increased to the amount of $750,000. The Bank was granted a security interest in substantially all the Company's assets. As at December 31, 1997, the Company had borrowed $750,000 under the Term Note. On November 5, 1997 the Bank notified the Company that covenants under the Credit Agreement to maintain certain levels of debt to tangible net worth and current assets to current liabilities were not met on the Company's financial statements. Payments of interest are being met in accordance with the terms of the Note. On June 5, 1998, the Company received a letter from the Bank demanding payment of the Note in 30 days. Subsequent to June 30, 1998 the Company and the Bank have reached an agreement in principle which provides that the maturity of the Term Note be extended to July 15, 1999 provided that the Company make a principal payment of $100,000 due upon execution of definitive documentation, three monthly payments of $10,000 principal plus accrued interest beginning on August 15, 1998 and, commencing on November 15, 1998 eight monthly payments of $20,000 principal plus accrued interest through June 15, 1999, with the balance being payable on July 15, 1999. Interest will be calculated at the rate of 1.75% above the Bank's prime lending rate. The Company has a commitment from certain shareholders to lend it $100,000 concurrent with the execution of the definitive Bank documents. The shareholders' loan is to be evidenced by a Demand Note bearing interest at a rate of 1.75% above the Bank's prime lending rate with interest payable monthly. Long-term debt consists of the following at June 30, 1998 (In thousands of dollars) Capital lease obligations $ 265 Multi-employer pension obligation 335 Total long-term debt including current maturities 600 Less: current maturities 137 Total long-term debt $ 463 One new capital lease was entered into for vehicle equipment during the second quarter of 1998. 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 June 30, 1998, the reserve approximated $335,000. Note 8: 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. 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 9: Income taxes: The Company accounts for income taxes in accordance with the Statement of Financial Accounting Standards ("SFAS No. 109"), "Accounting for Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. A reconciliation of the Company's income tax provision that would be provided based on a statutory federal income tax rate of 34% to the Company's effective rate is as follows: 1998 1997 (In Thousands of Dollars) Income taxes computed at the federal statutory rates $ 0 $ 0 State taxes (net of federal benefit) 0 0 Realization of benefits of tax loss carryforwards 0 (30) Reduction of valuation allowance 0 0 Net income tax (benefit) $ 0 $ (30) Deferred income taxes are provided for temporary differences between the financial reporting and income tax basis of the Company's assets and liabilities. Temporary differences, net operating loss carryforwards and valuation allowances comprising the net deferred taxes on the balance sheet at June 30, 1998, are as follows: (In Thousands of Dollars) Deferred tax assets: Inventory reserve $ 52 Accounts receivable reserve 10 Deferred revenue 79 Deferred compensation 24 Deferred pension obligation 12 Tax loss carryforward 1,542 Total deferred tax assets 1,719 Deferred tax liabilities: Depreciation (10) Valuation allowance (1,429) Total net deferred tax assets $ 280 The ultimate realization of the deferred tax asset depends on the Company's ability to generate sufficient taxable income in the future. At June 30, 1998, the Company has available income tax net operating loss carryforwards of approximately $4,560,000, which expire through 2009. Note 10: Common stock: On March 11, 1997 the Board of Directors resolved to amend the Certificate of Incorporation to provide that Common Stock, $0.01 par value, be issued in two series, denominated Series A and Series B, both series having the same rights, powers and privileges, except that Series A has ten (10) votes per share. The Board also resolved that all issued shares of Common Stock on April 10, 1997 be classified as Series B Common Stock, $0.01 par value. In addition the Board resolved that a stock distribution of one (1) share of Series A Common Stock, $0.01 par value, be distributed for each share of Series B Common Stock owned by shareholders of record on April 10, 1997. The distribution was paid on May 27, 1997. This transaction was accounted for as a stock split. 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 3 Years Expected Volatility 13% 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 1998 or 1997. 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: 1998 1997 Net income (loss) As reported 47,000 (532,000) Pro forma 47,000 (539,000) Primary earnings per share As reported 0.003 (0.14) Pro forma 0.003 (0.14) Shares/Units Price Outstanding at 1/1/98 307,000 $ 0.608968 Granted Exercised (97,000) 0.23437 Expired 25,000 0.23437 Outstanding at 6/30/98 185,000 $ 0.608968 Options exercisable at 6/30/98 185,000 $ 0.608968 Weighted average fair value of options granted during 1998 $ 0 Shares/Units Price Outstanding at 1/1/97 290,000 $ 0.24420 Granted 50,000 0.704688 Exercised (23,000) 0.23437 Canceled (10,000) 0.89789 Outstanding at 12/31/97 307,000 $ 0.608968 Options exercisable at 12/31/97 307,000 $ 0.608968 Weighted average fair value of options granted during 1997 $ 0 Following is a summary of the status of options outstanding at June 30, 1998: Outstanding Units Exercisable Units Weighted Average Weighted Weighted Remaining Average Average Exercise Contractual Exercise Exercise Price Range Number Life Price Number Price $0.85937-$0.94531 135,000 1 year $0.89789 135,000 $0.89789 $0.704688 50,000 2 years $0.704688 50,000 $0.704688 Note 11: 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 for the first two quarters of 1998 approximated $90,180, and $57,100 for the first two quarters of 1997. 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 $47,000 in 1998 and 1997, respectively. 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 LIQUIDITY As shown in the accompanying consolidated financial statements, the Company has earned net income from operations for the first two quarters of 1998 and had incurred losses during the comparable 1997 periods. On September 12, 1996, the Company and Summit Bank (the "Bank") entered into a Loan and Security Agreement ("Term Note") for a $300,000 renewable working capital line of credit expiring May 31, 1997. At April 23, 1997 the Term Note was renewed until May 31, 1998, and increased to the amount of $750,000. The Bank was granted a security interest in substantially all the Company's assets. As at December 31, 1997, the Company had borrowed $750,000 under the Term Note. On November 5, 1997 the Bank notified the Company that covenants under the Credit Agreement to maintain certain levels of debt to tangible net worth and current assets to current liabilities were not met on the Company's financial statements. Payments of interest are being met in accordance with the terms of the Note. On June 5, 1998, the Company received a letter from the Bank demanding payment of the Note in 30 days. Subsequent to June 30, 1998 the Company and the Bank have reached an agreement in principle which provides that the maturity of the Term Note be extended to July 15, 1999 provided that the Company make a principal payment of $100,000 due upon execution of definitive documentation, three monthly payments of $10,000 principal plus accrued interest beginning on August 15, 1998 and, commencing on November 15, 1998 eight monthly payments of $20,000 principal plus accrued interest through June 15, 1999, with the balance being payable on July 15, 1999. Interest will be calculated at the rate of 1.75% above the Bank's prime lending rate. The Company has a commitment from certain shareholders to lend it $100,000 concurrent with the execution of the definitive Bank documents. The shareholders' loan is to be evidenced by a Demand Note bearing interest at a rate of 1.75% above the Bank's prime lending rate with interest payable monthly. If the agreement is not consummated with the Bank, and there can be no assurance that it will be, this would have a material adverse effect which may cause the Company to seek relief from creditors' claims under insolvency laws. At June 30, 1998, the Company's cash and cash equivalents totaled $53,000, an addition of $6,000 from the balance of $47,000 as at December 31, 1997. Net cash provided by operations totaled $77,000. Cash was provided primarily by the collection in full of the outstanding note receivable of approximately $270,000. The primary use of cash amounting to approximately $105,000 was due to the payments of operating liabilities. The Company is engaged in one industry segment: 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. RESULTS OF OPERATIONS Total net revenue for the second quarter and year-to-date periods ended June 30, 1998, of $1,938,000 and $4,091,000 compares to net revenue of $1,347,000 and $3,668,000 in the corresponding 1997 period. Product and product-related net revenue for the second quarter and year-to-date periods ended June 30, 1998 was $1,589,000 and $3,320,000, respectively, and compares to 1997 revenue of $919,000 and $2,900,000 in the corresponding periods, respectively. The change is due to the increased 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 $229,000 for the second quarter and $522,000 for the year-to-date periods ended June 30, 1998, compares to the same periods in 1997 of revenue of $276,000, and $489,000, respectively. The year to date increase is due primarily to an increase in retrofit and upgrade revenues. Revenue related to the sale of parts totaled $120,000 and $249,000 for the second quarter and year-to-date periods ended June 30, 1998, respectively. For the second quarter and year-to- date periods ended June 30, 1997, revenue related to the sale of parts was $152,000 and $277,000, respectively. The decrease was due to receiving fewer parts orders. The Company's order backlog at June 30, 1998, December 31, 1997 and June 30, 1997 was approximately $1,300,000, $2,200,000 and $1,400,000, respectively. The decrease is due primarily to a slow-down in receiving orders at the Company's DynaVac subsidiary. The total cost of sales as a percentage of net revenue was 75%, and 76% for the second quarter and year-to-date periods ended June 30, 1998, and compares to 104% and 86% for the corresponding 1997 periods. The second quarter and year-to-date periods ended June 30 ,1998, cost of sales percentage of product and product-related sales was 77% and 80%, respectively, and compares to a cost of sales of 124% and 92% during the corresponding 1997 period. The decrease is due mainly to cost reductions at our DynaVac subsidiary. Service cost of sale as a percentage of sales was 80% and 60% for the 1998 second quarter and year-to-date periods ended June 30, 1998. This compares to 80% and 64% for the 1997 periods ended June 30, 1997. The year-to-date decrease is due to an increase in service revenue and a reduction of overhead fixed costs. Cost of sales as a percentage of sales for the second quarter and year-to-date periods ended June 30, 1998 for parts was 33% and 54%, respectively, and compares to 64% and 60% for the 1997 corresponding periods. The decrease was due to the product mix. Selling and administrative expenses for the second quarter and year-to-date for the periods ended June 30, 1998 was $443,000 and $887,000, and compares to expenses of $549,000 and $1,075,000 in the 1997 periods. The decrease is due to cost reductions implemented during the last quarter of 1997. Interest expense was $27,000 and $47,000, respectively, for the second quarter and year-to-date periods ended June 30, 1998, and compares to expense of $5,000 and $9,000, respectively, in the 1997 periods. The second quarter and year-to-date periods ended June 30, 1998 net income was $15,000 and $47,000, respectively, and compares to net loss of $(581,000) and $(532,000) for the corresponding periods ended June 30, 1997. PART II - OTHER INFORMATION Item 6. Exhibits (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K A report on Form 8K for an event occurring on June 5, 1998 was filed, Item 5, reporting the receipt of a 30 day demand to pay Summit Bank the balance due under the Term Note. An amended Form 8K-A filed on July 23, 1998 reported the agreement in principle with the Bank to extend the maturity of the Term Note. 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: August 11, 1998 20TENNEY ENGINEERING, INC.AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS