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   Technology StocksWatkins-Johnson


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To: Dave Grady who wrote (51)10/2/1997 10:57:00 AM
From: Doug Skrypek
   of 75
 
Dave: My hope is that they will take the money from the
defense systems sale and make an aquisition with it.
They can split WJ into two companies: semi-equips and
telecom gear, this may give shareholders better value.
The company needs to do something, this stock is dying
from neglect in the marketplace...

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To: Doug Skrypek who wrote (52)10/14/1997 10:09:00 AM
From: Dave Grady
   of 75
 
Tuesday October 14 8:03 AM EDT

Company Press Release

Watkins-Johnson Reports Third-Quarter Results

PALO ALTO, Calif.--(BUSINESS WIRE)--Oct. 14, 1997--Watkins-Johnson Company (NYSE:WJ) today reported sales of $100,376,000 and net
income of $3,590,000, or 42 cents per share, for the third quarter of 1997, ended September 26.

In 1996, third-quarter sales amounted to $94,962,000 and net income totaled $2,832,000, or 33 cents per share.

Sales for the first nine months of 1997 totaled $286,971,000, with net income of $9,150,000, or $1.07 per share. In 1996, sales for the first nine
months amounted to $344,151,000 and net income totaled $9,624,000, or $1.12 per share.

Firm backlog on September 26, 1997 stood at $190,243,000, compared to the September 27, 1996 backlog of $197,850,000. The portion of the
current backlog shippable within 12 months is 83 percent, compared to 89 percent one year ago.

Divestiture Nears Completion

On September 2, 1997, the company announced that it reached a definitive agreement with Mentmore Holdings Corporation, a privately held
investment company headquartered in New York, to acquire WJ's Palo Alto, Calif.-based defense-electronics business for $103 million. The
divested business will operate as Stellex Microwave Systems, Inc.

The divestiture, which is expected to be complete by October 31, 1997, will enable Watkins-Johnson to concentrate its resources more narrowly on
only two chosen areas of technology: semiconductor-manufacturing equipment and wireless-infrastructure products.

Earnings Over Plan

Revenue was on plan and net income exceeded its planned level in the third quarter. Sales increased 5 percent over the second quarter and 6
percent over the year-earlier period. Net income was up from the last quarter and year-ago period by 16 percent and 27 percent, respectively.
Profitability increased as manufacturing processes were improved and the company continued to keep a close eye on costs.

During the third quarter, WJ produced two WJ-2000 single-wafer cluster platforms for delivery to Asia. Taiwan-based United Semiconductor
Corp. (USC) ordered a WJ-2000H high-density plasma (HDP) chemical-vapor-deposition (CVD) system for use at its wafer-fabrication facility in
the Science Park of Hsinchu, Taiwan. This system is currently being installed in USC's facility.

A second HDP system was up and running in September at WJ's Asian Technology Center in Kawasaki, Japan. It is being used as a
process-development and evaluation tool for both intermetal-dielectric (IMD) and shallow-trench-isolation (STI) device structures by the
company's customers in the Asia/Pacific region.

At quarter-end, following an exhaustive competition among all leading CVD-equipment manufacturers, Watkins-Johnson's atmospheric-pressure
CVD process was selected by Atmel to perform challenging STI steps at that company's 150mm fabrication facilities in the United States and its
new 200mm facility in France.

WJ unveiled a new family of cell-extender products at the Personal Communications Showcase, PCS '97, during September. These cell-extender
products -- repeaters, power amplifiers and tower-top amplifiers -- are aimed at personal communications services (PCS) applications to increase
the geographic coverage of existing cells for service providers.

High-volume production rates on WJ's wireless CDMA and TDMA subassemblies returned to their peak level in the third quarter, and rapid
expansion of the PCS market suggests a promising future for these commodity parts.

Background

Watkins-Johnson is a high-technology corporation specializing in semiconductor-manufacturing equipment and radio-frequency products for the
wireless-infrastructure market. Sales in 1996 exceeded $438 million.

Forward-Looking Statements

This news release, other than historical financial information, includes forward-looking statements that involve risks and uncertainties, including
quarterly fluctuations in results, the timely availability of new products, general market conditions governing supply and demand, the impact of
competitive products and pricing, and the other risks detailed in the company's SEC reports, including the report on Form 10-Q for the quarter
ended September 26, 1997. Actual results may vary materially.

Summary of Results

Quarter Ending September 1997 1996

Revenue $100,376,000 $94,962,000
Net Income 3,590,000 2,832,000
Earnings per Share 0.42 0.33
Shares(a) 8,528,000 8,458,000

Nine Months Ending September 1997 1996

Revenue $286,971,000 $344,151,000
Net Income 9,150,000 9,624,000
Earnings per Share 1.07 1.12
Shares(a) 8,572,000 8,560,000

(a) Average common and common-equivalent shares outstanding for
earnings-per-share computation

Detailed Results Follow

WATKINS-JOHNSON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS(a)
For the periods ended September 26, 1997 and September 27, 1996
(Dollars in thousands, except per share amounts)

Three Months Ended Nine Months Ended
1997 1996 1997 1996
Sales:

Semiconductor Equipment $ 50,323 $ 58,588 $142,476 $231,456
Wireless Communications 20,681 11,441 51,498 30,460
Government Electronics 29,372 24,933 92,997 82,235
________ ________ ________ ________
100,376 94,962 286,971 344,151

Costs and expenses:

Cost of goods sold 63,941 60,921 187,563 222,712
Selling and administrative 18,810 16,535 52,144 62,428
Research and development 12,048 13,629 34,022 44,661
________ ________ ________ ________
94,799 91,085 273,729 329,801

Income from operations 5,577 3,877 13,242 14,350
Interest and other income
(expense)_net (16) 784 1,067 768
Interest expense (358) (556) (1,048) (1,169)
________ ________ ________ ________

Income from operations
before Federal and
foreign income taxes 5,203 4,105 13,261 13,949
Federal and foreign
income taxes (1,613) (1,273) (4,111) (4,325)
________ ________ ________ ________
Net income $ 3,590 $ 2,832 $ 9,150 $ 9,624

Fully diluted net income
per share (difference
between fully diluted
and primary earnings
per share is not
material) $ .42 $ .33 $ 1.07 $ 1.12
Average common and
equivalent shares
outstanding 8,528,000 8,458,000 8,572,000 8,560,000

(a) Unaudited

WATKINS-JOHNSON COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of September 26, 1997 and December 31, 1996

(Dollars in thousands) 1997(a) 1996

ASSETS

Current assets:

Cash and equivalents $ 43,418 $ 15,702
Receivables 71,695 95,717
Inventories:
Finished goods 4,414 4,005
Work in process 31,937 35,000
Raw materials and parts 32,116 30,153
Deferred income taxes 18,440 17,795
Other 4,417 5,471
________ ________
Total current assets 206,437 203,843

Property, plant, and equipment 228,538 231,318
Accumulated depreciation
and amortization (125,587) (127,748)
________ ________
Property, plant and equipment
-net 102,951 103,570

Other assets 3,465 6,960
________ ________
$312,853 $314,373

LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:

Payables $ 18,449 $ 18,960
Accrued liabilities 60,160 61,901
________ ________
Total current liabilities 78,609 80,861

Long-term obligations 36,858 38,801

Shareowners' equity:

Common stock 40,191 38,998
Retained earnings 157,195 155,713
________ ________
Total shareowners' equity 197,386 194,711
________ ________
$312,853 $314,373

(a) Unaudited

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To: Dave Grady who wrote (53)10/14/1997 8:40:00 PM
From: Doug Skrypek
   of 75
 
Great performance from WJ...

The most unloved tech stock on Wall St.......

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To: Doug Skrypek who wrote (54)10/15/1997 2:11:00 AM
From: Jimmy Lin
   of 75
 
What do you mean it is unloved. WJ keeps going up day by day. I'd prefer it go up 1/4 point everyday than huge swings up and down, so we can keep out the daytraders. Remember WJ's new inter-metal CVD market is a $2 billion market. WJ has a long way to go yet.

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To: Jimmy Lin who wrote (55)10/15/1997 8:24:00 AM
From: Dave Grady
   of 75
 
I am especially happy WJ wireless communication equipment business, which had over $20M in sales. This business must be approximately a $100M/yr business right now. This explosive growth combined with a VERY LONG recovery/growth of semiconductor business, puts WJ in a great position. (Plus $12 per share cash from the defense sale!! Maybe WJ will buy back 1-2M shares to boot)!

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To: Dave Grady who wrote (56)12/18/1997 7:19:00 PM
From: geoffrey Wren
   of 75
 
Dave: kinda slow on this board, which is probably a positive sign. I am not sure how much cash there is in the company now. If I have it right, the most recent quarterly report showed $40m in cash, which is before the sale of the defense unit was consumated. Then the defense sale was supposed to be for $100m, but the last quarterly report said they expect to end the year with about $100m. So where does the $40m go? I assume this can be explained. But at $100m, that is $12/share in cash, for a stock trading at $24. My goodness if they distributed the cash, the remaining PSR ratio would be like .35, for a company with good products. Looks like a possible buy to me. Is there a counter-argument to this? Thanks in advance if you can shed any light on this company at this time.

Geoff Wren

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To: geoffrey Wren who wrote (57)1/7/1998 3:35:00 PM
From: David Mckenna
   of 75
 
Watkins-Johnson to Acquire Samsung Microwave Semiconductor, Inc.

January 6, 1998

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

PALO ALTO, Calif.--(BUSINESS WIRE) via Individual Inc. -- Jan. 5, 1998-- Watkins-Johnson Company (NYSE:WJ) announced today that it will purchase the assets of Samsung Microwave Semiconductor (SMS), Inc., based in Milpitas, Calif. SMS is a subsidiary of Samsung Semiconductor, Inc., which in turn is a unit of Samsung Electronics Co., Ltd. of Seoul, Korea. Financial terms of the acquisition were not released.

The SMS operation will become part of WJ's Wireless Products Group, currently based in Palo Alto, Calif. Watkins-Johnson plans to gradually transfer its Palo Alto semiconductor-manufacturing operations to the Milpitas facility where SMS is located.

"Our acquisition of SMS moves WJ toward the strategic objective of expanding our gallium-arsenide and thin-film manufacturing capability to enhance our position as a supplier of advanced radio-frequency devices to the wireless communications industry," said Malcolm J. Caraballo, president of Watkins-Johnson's Wireless Products Group.

Historically, WJ has produced semiconductor devices primarily for its own use. In 1997, WJ began offering its highly linear, high-performance gallium-arsenide products to external customers. The addition of Samsung's Milpitas fabrication facility increases the company's capacity to produce devices in sufficient quantity to serve as a merchant supplier to the greater wireless products market. Under the agreement, WJ also receives non-exclusive license to manufacture SMS products and service SMS customers.

Watkins-Johnson Company specializes in wireless-telecommunications products and semiconductor-manufacturing equipment. In addition to the Wireless Products Group in Palo Alto, Calif., the company maintains engineering and manufacturing facilities in Gaithersburg, Md., and Scotts Valley and San Jose, Calif. Sales in 1996 exceeded $438 million, of which $349 million represents continuing operations after the divestiture of the firm's Palo Alto, Calif.-based defense-electronics unit on October 31, 1997.

CONTACT: Watkins-Johnson Company | Frank E. Emery, 650/813-2752 (financial) | Stephen B. Witmer, 650/813-2417 (media) | R.E. "Skip" Hoover, 650/813-2375 (products)

[Copyright 1998, Business Wire

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To: David Mckenna who wrote (58)1/27/1998 3:13:00 PM
From: geoffrey Wren
   of 75
 
Earnings out today, not impressive at all. However, looking at cash, that equates to $16.29/share. Sales per share (based on the remaining two divisions) is $35.28. The stock trades at $24. If management can get its act together, this stock could be a big winner.

Sincerely,

Geoffrey T. Wren

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To: geoffrey Wren who wrote (59)1/27/1998 6:15:00 PM
From: David Mckenna
   of 75
 
It appears that WJ has not paid for the Samsung Microwave acquistion, accrued liabilities increased by $44M. (Cash per share will be reduced to ~$11/share, still well positioned).
With the divesture and acquistion, Mgt was able to use the "big bath" accounting method and has set WJ up for sucess in '98. (Example, accounts receivable were reduced by $23M, inventories were reduced, deferred income taxes increased by $10M).

'the decks are clear'

Below is the press release.

PALO ALTO, Calif.--(BUSINESS WIRE)--Jan. 27, 1998--Watkins-Johnson Company (NYSE:WJ) today reported that unaudited
results for 1997 showed sales of $291,271,000 and net income of $32,925,000, or $3.99 per diluted share. Net income was comprised of a
net loss from continuing operations of $3,962,000, or $0.48 per share, and a gain related to discontinued operations of $36,887,000, or
$4.47 per share.
Comparable results for the year 1996 include sales of $349,119,000 and a net loss from continuing operations of $1,321,000, or $0.16
diluted loss per share.
Sales in the fourth quarter of 1997 amounted to $72,200,000 and a net loss from continuing operations of $6,292,000, or $0.76 diluted
loss per share. Factors affecting the fourth-quarter results are as follows:
The company closed the purchase of Samsung Microwave Semiconductor in December. The acquisition resulted in a $5.0 million pre-tax
charge against operations consisting of in-process R&D and transaction expenses.
Continued overcapacity in the semiconductor-memory market has been compounded by the Asian financial crisis. Accordingly, the
company has acted to minimize the financial exposure of its semiconductor equipment business. WJ is deferring revenue and backlog
recognition for certain Asian customers because of these monetary considerations. Charges were taken for slow-moving and excess inventory,
as well as nonperforming assets, relative to anticipated business volume. The effect of these actions totaled about $17 million against operations
in the fourth quarter. In addition, some costs will be incurred during the first quarter of 1998 for severance expenses.
The sale and exchange of a Palo Alto lease interest was successfully completed at the end of the year. About seven acres at the company's
Palo Alto campus were turned back for consideration, resulting in a $7.6 million pretax gain.
The gain and operating income, net of taxes, for the divestiture of the company's Palo Alto, Calif.-based defense-electronics, microwave
components and subsystems business to Stellex Industries, Inc. are included in discontinued operations. The net effect of the divestiture
resulted in a fourth-quarter pre-tax gain of $3.64 per share. The effect to the company's earnings in 1997 amounted to $4.47 diluted per share,
and $0.53 in 1996.
In 1996, comparable fourth-quarter sales totaled $66,268,000, with a net loss from continuing operations of $7,896,000, or a $0.95
diluted loss per share.
Firm backlog on December 31, 1997 stood at $98,168,000, compared to the restated 1996 year-end backlog for the company's
continuing operations totaling $152,108,000.
"WJ was successful in completing a number of complex transactions during 1997, including a significant divestiture and a strategic acquisition
at year-end," said W. Keith Kennedy, Jr., president and CEO. "Looking ahead, we are now solidly configured as a two-segment growth
company and, with the time-consuming transition of the divested business behind us, we are aggressively working to build our
semiconductor-equipment and wireless-telecommunications businesses.
"However, the uncertainty surrounding current global economic and semiconductor-equipment market conditions prompted the company to
take actions which resulted in a loss in the fourth quarter and below-plan performance for the year."
The company chose the early adoption of a new accounting standard, FAS No. 131, Disclosures About Segments of an Enterprise and
Related Information, and restated its segments accordingly. The company now consists of two segments: semiconductor equipment and
wireless communications. The wireless-communications segment is composed of the Palo Alto, Calif.-based Wireless Products Group (WPG)
and the Gaithersburg, Md. Telecommunications Group (TG), which includes that plant's communications-intelligence business. The company's
1997 and 1996 results from continuing operations reflect the performance of its remaining operating units after the divestiture.

Semiconductor Equipment

Sales of semiconductor equipment in 1997 amounted to $186 million, down 32 percent from the $272 million recorded in 1996.
The worldwide oversupply of memory devices continued throughout 1997, prompting DRAM manufacturers to expedite their transition to
smaller-geometry devices. The overall capital-equipment market remained flat. Because WJ's CVD installed equipment was adaptable to the
production of the newer-generation memory devices, the company did not benefit from the retooling undertaken during the year.
That general market weakness was exacerbated at year-end as the magnitude of the Asian monetary crisis began to unfold. IMF spending
restrictions increased the uncertainty surrounding any near-term business prospects from Asian customers.
The company accomplished a major goal in 1997 when it shipped and installed WJ-2000 high-density plasma (HDP) cluster platforms at
two Asian locations. The ability of this 200-mm HDP system to perform superior intermetal-dielectric deposition and shallow-trench isolation
processes is of keen interest to the customers evaluating the system.

Wireless Communications

Wireless-communications sales in 1997 totaled $105 million, a 36-percent increase over 1996's comparable $77 million for this restated
segment.
WJ's WPG organization achieved exceptional revenue growth during 1997 as its radio-frequency assemblies for cellular and PCS systems
gained widespread acceptance. Lucent Technologies named WPG its "Outstanding Supplier of 1997" for the unit's performance in
manufacturing CDMA products. The year-end acquisition of the Samsung facility and its gallium-arsenide capability enables WPG to expand
its existing capacity to compete on the open market as a supplier of advanced, highly linear devices to the wireless-telecommunications
industry.
The Telecommunications Group's major technical accomplishment of 1997 was the completion of its Base2(TM) cellular base station design
and the system's successful installation in China by Telos Engineering, Ltd. as part of its Sonata Wireless Telecommunications System.
Above-plan performance by TG's communications-intelligence product lines ensured on-plan performance for the group in 1997. WJ
continues to be the vendor of choice for many of its longtime customers in the intelligence field because of its history of technical excellence and
understanding of their unique mission requirements.

Subsequent Event: San Jose Land Sale

In the first quarter of 1998, Watkins-Johnson sold approximately 14 acres of property at its San Jose, Calif., site for a pre-tax gain of about
$15 million. Further information on this transition will be reported when the company releases its first-quarter 1998 results in April.

Forward-looking Statements

This news release, other than the historical financial information, consists of forward-looking statements that involve risks and uncertainties,
including quarterly fluctuations in results, the timely availability of new products, the impact of competitive products and pricing, and the other
risks detailed from time to time in the company's SEC reports, including the report on Form 10-K for the year ended December 31, 1997.
Actual results may vary materially.

Annual Meeting Scheduled

Watkins-Johnson's annual meeting of shareowners is scheduled for 10:00 a.m. Saturday, April 18, 1998, at the offices of the company,
3333 Hillview Avenue, Palo Alto Calif., 94304.

Summary of Results:

Quarter ending December 31:
(Dollars in thousands except per-share amounts)

Revenue $ 72,200
Net loss from continuing operations (6,292)
Net income and gain from
discontinued operations 30,067
Diluted per-share amounts:
Loss from continuing operations (0.76)
Net gain from discontinued
operations 3.64
Net income 2.88
Shares(a) 8,256,000

Year ending December 31:
(Dollars in thousands except per-share amounts)

Revenue $ 291,271
Net loss from continuing operations (3,962)
Net income and gain from
discontinued operations 36,887
Diluted per-share amounts:
Loss from continuing operations (0.48)
Net gain from discontinued operations 4.47
Net income 3.99
Shares(a) 8,258,000

(a) Diluted and basic common shares outstanding for
earnings-per-share computation are the same due to continuing
operations' loss.

WATKINS-JOHNSON COMPANY AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the periods ended December 31, 1997 and December 31, 1996
(Dollars in thousands, except per share amounts)

Three Months Ended Twelve Months Ended
1997 1996(a) 1997 1996(a)
Sales:

Semiconductor Equipment $ 43,978 $ 40,980 $186,454 $272,436
Wireless Communications 28,222 25,288 104,817 76,683
-------- -------- -------- --------
72,200 66,268 291,271 349,119

Costs and expenses:

Cost of goods sold 57,012 53,244 196,675 230,556
Selling and
administrative 14,926 13,512 58,696 66,687
Research and
development 17,760 11,014 50,182 53,175
-------- -------- -------- --------
89,698 77,770 305,553 350,418

Loss from operations (17,498) (11,502) (14,282) (1,299)
Interest and
other income
(expense)-net 69 212 1,136 777
Interest expense (377) (405) (1,425) (1,574)
Gain on real property 7,609 7,609

Loss from continuing
operations before
Federal, state and
foreign income taxes (10,197) (11,695) (6,962) (2,096)
Federal, state
and foreign
income taxes 3,905 3,799 3,000 775
Loss from continuing ________ ________ ________ ________
operations (6,292) (7,896) (3,962) (1,321)

Discontinued operations:

Income from discontinued
operations, net of taxes 390 1,306 7,210 4,223
Gain on disposition,
net of taxes 29,677 29,677 132
-------- -------- -------- --------
Net income (loss) $ 23,775 $ (6,590) $ 32,925 $ 3,034

Basic net income (loss) per share:

Loss from continuing
operations $ (0.76) $ (0.95) $ (0.48) $ (0.16)
Discontinued operations 3.64 0.16 4.47 0.53
------- ---- ----- -----
Net income (loss) $ 2.88 $ (0.79) $ 3.99 0.37

Basic average common
shares outstanding 8,256,000 8,328,000 8,258,000 8,265,000

Diluted net income (loss) per share:

Loss from continuing
operations $ (0.76) $ (0.95) $ (0.48) $ (0.16)
Discontinued operations 3.64 0.16 4.47 0.53
-------- -------- -------- --------
Net income (loss) $ 2.88 $ (0.79) $ 3.99 $ 0.37

Diluted average common
shares outstanding 8,256,000 8,328,000 8,258,000 8,265,000

(a) Certain amounts for 1996 have been reclassified to conform to
the 1997 presentation.

WATKINS-JOHNSON COMPANY AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
As of December 31, 1997 and December 31, 1996
(Dollars in thousands)

1997 1996(a)

ASSETS

Current assets:

Cash and equivalents $ 134,462 $ 15,702
Receivables 45,690 73,217
Inventories:
Finished goods 9,283 3,105
Work in process 18,519 24,000
Raw materials and parts 18,873 23,153
Deferred income taxes 24,830 14,395
Net assets of discontinued
operations 25,717
Other 6,536 4,925
--------- ---------
Total current assets 258,193 184,214

Property, plant, and equipment 178,795 186,818
Accumulated depreciation and
amortization (82,382) (88,348)
--------- ---------
Property, plant,and equipment-net 96,413 98,470

Other assets:

Net assets of discontinued
operations 4,100
Other 3,606 6,960
--------- ---------
Total other assets 3,606 11,060
--------- ---------

$ 358,212 $ 293,744

LIABILITIES AND SHAREOWNERS' EQUITY

Current liabilities:
Payables $ 16,188 $ 16,560
Accrued liabilities 88,398 44,672
-------- --------
Total current liabilities 104,586 61,232

Long-term obligations 33,234 37,801

Shareowners' equity:
Common stock 40,631 38,998
Retained earnings 179,761 155,713
-------- --------
Total shareowners' equity 220,392 194,711
-------- --------
$358,212 $293,744

(a) Certain amounts for 1996 have been reclassified to conform to
the 1997 presentation.

--30--blm/sf*

CONTACT: Frank E. Emery, 650-813-2752 (financial)
Stephen B. Witmer, 650-813-2417 (media)

KEYWORD: CALIFORNIA
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS COMED EARNINGS

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To: David Mckenna who wrote (60)1/27/1998 8:47:00 PM
From: shane forbes
   of 75
 
Hear all about it: 1-402-220-9824 c.call number, passcode 1234. Till 10:30 either EST or PST - so safer to assume EST and call in the next 1 1/2 hours. They are conservative in their a/c policies! Sheesh! And the whole thing's pretty complicated.

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