<PAGE> 1
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 JUNE 29, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-27392
ELECTROSTAR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
FLORIDA 65-0539991
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
710 NORTH 600 WEST
LOGAN, UTAH 84321
(Address of principal executive offices)
(Zip Code)
(801) 753-4700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and fiscal year, if changed since last report)
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 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
----- -----
At June 29, 1996, the Registrant had 6,904,260 shares of $0.01 par value common
stock and 620,737 shares of $0.01 par value Class B nonvoting common stock
outstanding.
Page 1 of 11 pages
<PAGE> 2
ELECTROSTAR, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of June 29, 1996 and December 31, 1995 . . . . . . . . . . 3
Condensed Consolidated Statements of Income for the Three Months Ended June 29, 1996
and June 30, 1995, and Six Months Ended June 29, 1996 and June 30, 1995, respectively . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 29,
1996 and June 30, 1995, and Six Months Ended June 29, 1996 and June 30, 1995,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Condensed Interim Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . 7
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
- ----------
</TABLE>
-2-
<PAGE> 3
PART I - FINANCIAL INFORMATION
ELECTROSTAR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
(UNAUDITED)
<TABLE>
<CAPTION>
June 29, December 31,
1996 1995
---------- ------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 449 $ 376
Accounts receivable, net 8,124 6,744
Inventories 3,073 2,767
Deferred income taxes 640 640
Other current assets 696 549
---------- ----------
Total current assets 12,982 11,076
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, net 21,486 15,937
---------- ----------
OTHER ASSETS:
Goodwill, net 6,475 6,617
Deferred income taxes 505 505
Deposits 40 40
---------- ----------
Total other assets 7,020 7,162
---------- ----------
TOTAL ASSETS $ 41,488 $ 34,175
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5,305 $ 4,133
Accrued salaries, wages and benefits 2,123 1,874
Accrued incentive compensation - 5,173
Other accrued expenses 1,848 1,565
---------- ---------
Total current liabilities 9,276 12,745
---------- ---------
LONG-TERM LIABILITIES:
Revolving credit borrowing from related party 7,592 -
Other long-term debt 28 1,535
---------- ---------
Total long-term liabilities 7,620 1,535
---------- ---------
STOCKHOLDERS' EQUITY:
Common Stock, 6,904,260 and 6,724,878 shares issued
and outstanding, respectively 69 67
Class B Nonvoting Common Stock, 620,737 and 650,119
shares issued and outstanding, respectively 6 7
Additional paid-in capital 20,445 19,609
Retained earnings 4,112 258
Deferred compensation (40) (46)
---------- ---------
Total stockholders' equity 24,592 19,895
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,488 $ 34,175
========== =========
</TABLE>
The accompanying notes to condensed consolidated
financial statements are an integral part of
these consolidated balance sheets.
-3-
<PAGE> 4
ELECTROSTAR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
IN THOUSANDS, EXCEPT FOR PER SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------ -----------------------
June 29, June 30, June 29, June 30,
1996 1995 1996 1995
---------- --------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $17,215 $15,285 $34,261 $29,739
COST OF GOODS SOLD 11,862 10,607 23,841 20,749
------- ------- ------- -------
Gross profit 5,353 4,678 10,420 8,990
------- ------- ------- -------
OPERATING EXPENSES:
Selling and marketing 1,155 1,046 2,271 2,060
General and administrative 694 569 1,390 1,166
Incentive compensation - 550 - 1,000
Amortization of covenants not to compete - 150 - 300
Amortization of goodwill 71 67 142 135
Management fees - 69 - 138
------- ------- ------- -------
Total operating expenses 1,920 2,451 3,803 4,799
------- ------- ------- -------
OPERATING INCOME 3,433 2,227 6,617 4,191
------- ------- ------- -------
OTHER EXPENSE:
Interest expense 141 466 238 938
Amortization of deferred financing costs - 79 - 158
Other, net 3 82 14 95
------- ------- ------- -------
Total other expense 144 627 252 1,191
------- ------- ------- -------
INCOME BEFORE PROVISION FOR
INCOME TAXES 3,289 1,600 6,365 3,000
PROVISION FOR INCOME TAXES 1,305 664 2,511 1,245
------- ------- ------- -------
NET INCOME $ 1,984 $ 936 $ 3,854 $ 1,755
======= ======= ======= =======
NET INCOME PER COMMON SHARE $ 0.26 $ 0.16 $ 0.50 $ 0.30
======= ======= ======= =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 7,717 5,897 7,693 5,897
======= ======= ======= =======
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these consolidated statements
-4-
<PAGE> 5
ELECTROSTAR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
June 29, June 30, June 29, June 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,984 $ 936 $ 3,854 $ 1,755
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 760 568 1,396 1,106
Loss on disposal of equipment - - - 3
Amortization of covenant not to compete - 150 - 300
Amortization of goodwill 71 67 142 135
Amortization of deferred financing costs - 79 - 158
Compensation on stock and stock options
issued for services 3 22 6 44
Changes in operating assets and liabilities:
Accounts receivable, net (700) 253 (1,380) (1,847)
Inventories (472) 231 (306) 214
Other current assets 159 (16) (147) 10
Accounts payable 913 (410) 1,172 397
Accrued salaries, wages and benefits 493 133 249 (507)
Accrued incentive compensation - 550 (5,173) 1,000
Other accrued expenses (767) (458) 283 (761)
--------- --------- ----------- --------
Net cash provided by operating activities 2,444 2,105 96 2,007
--------- --------- ----------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,894) (1,796) (6,945) (3,165)
--------- --------- ----------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on revolving credit, net 3,122 501 7,592 1,059
Principal payments of long-term debt (1,504) (1,196) (1,507) (1,200)
Proceeds from issuance of Common Stock,
net of offering costs - - 837 -
--------- --------- ----------- --------
Net cash provided by (used in) financing
activities 1,618 (695) 6,922 (141)
--------- --------- ---------- --------
NET INCREASE (DECREASE) IN CASH 168 (386) 73 (1,299)
CASH AT BEGINNING OF PERIOD 281 192 376 1,105
--------- --------- ---------- --------
CASH AT END OF PERIOD $ 449 $ (194) $ 449 $ (194)
========= ========= ========== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 96 $ 365 $ 187 $ 673
Income taxes 2,021 840 2,021 840
</TABLE>
The accompanying notes to condensed consolidated financial statements
are an integral part of these consolidated statements
-5-
<PAGE> 6
ELECTROSTAR, INC.
NOTES TO CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying condensed interim consolidated financial
statements of ElectroStar, Inc. and subsidiaries are unaudited, and have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally required in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
for a fair presentation.
These condensed consolidated financial statements reflect all
adjustments which, in the opinion of management, are necessary to fairly
present the results of operations for the interim periods. All of the
adjustments which have been made are of a normal recurring nature.
The results of interim reporting are not necessarily an indication
of the results to be expected for the full year. The information included
herein should be read in conjunction with the Company's Form 10-K for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
(2) INVENTORIES
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 29, DECEMBER 31,
1996 1995
-------- ------------
<S> <C> <C>
Raw materials $1,845 $1,819
Work-in-process 1,115 835
Finished goods 113 113
------ ------
$3,073 $2,767
====== ======
</TABLE>
(3) NET INCOME PER COMMON SHARE
Net income per common share is calculated using the weighted
average number of common shares and common equivalent shares outstanding.
Common equivalent shares consist of the dilutive effect of certain stock
options.
(4) INTERIM REPORTING PERIOD
For interim financial reporting, the Company uses a four week, four
week, five week quarterly reporting period. In 1996, the fiscal reporting
periods are March 30, June 29, September 28, and December 31. The fiscal year-
end is December 31.
-6-
<PAGE> 7
ELECTROSTAR, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIS FORM 10-Q CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING
NATURE RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE
COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY
PREDICTIONS AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN
EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER
THE VARIOUS FACTORS IDENTIFIED IN THIS FORM 10-Q, INCLUDING THE MATTERS SET
FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.
OVERVIEW
ElectroStar, Inc. ("ElectroStar" or the "Company") is a leading
manufacturer of complex rigid printed circuit boards ("PCBs") used in
sophisticated electronic equipment. ElectroStar has developed long-term
relationships with customers in market segments of the electronics industry
characterized by high growth rates, rapid technological advances and short
product development cycles. The Company's flexible manufacturing capabilities
are designed to meet the time-to-market and time-to-volume requirements of a
customer base that includes leading electronics original equipment
manufacturers ("OEMs") such as Motorola, Glenayre and Alcatel, as well as
contract manufacturers such as AMP Packaging Systems. Management believes that
ElectroStar is one of a limited number of companies with the technical and
manufacturing capabilities to produce complex PCBs, ranging from double-sided
to 20 layers, on both a quick-turnaround basis and in production volumes that
satisfy all but the highest volume requirements of the largest consumer
electronics manufacturers.
ElectroStar targets OEMs and contract manufacturers with whom it
can develop strategic alliances The Company provides extensive engineering
support and a full range of flexible and efficient manufacturing services to
meet substantially all of the PCB needs of its customers, ranging from
prototype through production runs of multilayer and double-sided PCBs.
ElectroStar has two manufacturing facilities: the Utah operation targets,
primarily, OEM and contract manufacturers that require production volume
capabilities based on scheduled lead times, and the California facility
emphasizes its quick-turn capability to make complex multilayer PCBs in a
little time as 24 hours.
ElectroStar embarked on an expansion program which increased its
manufacturing space by 75%. In 1995, the Company spent $8 million to construct
new facilities and to purchase new manufacturing equipment in the first phase
of its expansion project. During 1996, an additional $10 million will be spent
to complete and equip the facilities. When fully utilized in approximately
three years, the expanded facilities will more than double the Company's
manufacturing capacity. ElectroStar is beginning to realize benefits from the
early phases of the expansion of its manufacturing facilities. The expanded
facilities are now occupied by production departments, including new multilayer
core production facilities in both the Utah and California locations and a new
automated plating line at the Utah facility. The capacity constraints
experienced in prior years have been eliminated by the facility expansion.
Subsequent phases of the expansion projects will fully utilize the remaining
floor space through the acquisition and installation of additional production
equipment to meet the Company's growth requirements.
ElectroStar completed an initial public offering ("IPO") of its
common stock in December 1995, which provided net proceeds to the Company of
approximately $13.1 million. In January 1996, the Company received additional
net proceeds of $837,000 in connection with the exercise of the underwriter's
over-allotment option.
-7-
<PAGE> 8
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
information relating to ElectroStar's operations expressed as a percentage of
the Company's net sales:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- ------------------------
June 29, June 30, June 29, June 30,
1996 1995 1996 1995
----------- ---------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES 100.0% 100.0% 100.0% 100.0%
COST OF GOODS SOLD 68.9 69.4 69.6 69.8
--------- --------- --------- ----------
Gross profit 31.1 30.6 30.4 30.2
OPERATING EXPENSES:
Selling and marketing 6.7 6.8 6.6 6.9
General and administrative 4.1 3.7 4.1 3.9
Incentive compensation - 3.6 - 3.3
Amortization of covenants
not to compete - 1.0 - 1.0
Amortization of goodwill 0.4 0.4 0.4 0.5
Management fees - 0.5 - 0.5
--------- --------- --------- ----------
Total operating expenses 11.2 16.0 11.1 16.1
--------- --------- --------- ----------
OPERATING INCOME 19.9 14.6 19.3 14.1
--------- --------- --------- ----------
OTHER EXPENSE:
Interest expense 0.8 3.1 0.7 3.2
Amortization of deferred financing costs - 0.5 - 0.5
Other, net 0.0 0.5 0.0 0.3
--------- --------- --------- ----------
Total other expense 0.8 4.1 0.7 4.0
INCOME BEFORE PROVISION FOR
INCOME TAXES 19.1 10.5 18.6 10.1
PROVISION FOR INCOME TAXES 7.6 4.4 7.3 4.2
--------- --------- --------- ----------
NET INCOME 11.5% 6.1% 11.3% 5.9%
========= ========= ========= ==========
</TABLE>
The Company's net sales in the three months ended June 29, 1996
increased 12.6% or $1.9 million to $17.2 million, from net sales of $15.3
million in the comparable 1995 period. Sales in the six months ended June 29,
1996 increased 15.2% or $4.5 million to $34.3 million, from net sales of $29.7
million in the comparable 1995 period. Management attributes this growth to
increases in both unit volume of multilayer PCBs and the average prices of
panels sold. The increase in average panel price was primarily due to : (i)
an increase in the premium, quick-turnaround services, (ii) a continuing shift
in product mix to a greater percentage of multilayer (rather than double-sided)
circuit boards, and (iii) a product mix shift to PCBs with higher complexity
and increased layer counts. Each of these trends are a result of both
industry-wide demand and senior management's strategy to pursue such higher
value added business.
ElectroStar's gross profit improved to 31.1% in the three months
ended June 29, 1996 from 30.6% in the comparable 1995 period. During the six
months ended June 29, 1996, gross profit increased to 30.4% from 30.2% in the
comparable 1995 period. During the periods ended June 29, 1996, the Company
continued to incur certain costs relating to the operation of recently
constructed manufacturing facilities, such as depreciation, utilities and
insurance expenses. Although these overhead costs added burden to the cost of
goods sold, gross profit improved in the 1996 period. Management attributes
the margin improvement primarily to: (i) increased percentage of
quick-turnaround business, (ii) increased percentage of multilayer PCBs
produced, (iii) spreading of the fixed components of the Company's cost of
goods sold over a larger net sales base, and (iv) start-up of the new
production facilities eliminating capacity constraints. Management expects
that the Company will continue to seek increases in its percentage of
quick-turnaround and multilayer PCB business. However, gross profit may be
adversely affected to the extent the Company does not fully utilize its
increased manufacturing capacity. Other factors which may adversely affect
gross profit include overall competitive pressures in the printed circuit board
industry.
-8-
<PAGE> 9
ElectroStar's operating expenses decreased approximately $0.5
million, or 21.7%, during the three months ended June 29, 1996 from the
comparable 1995 period, primarily as a result of the Company's IPO and the
related elimination of nonrecurring expenses. These cost eliminations were
partially offset by increases in selling and marketing expenses resulting from
the growth in net sales. As a percentage of net sales, selling, general and
administrative expenses remained relatively constant from the three and six
month periods ended June 29, 1996 to the comparable 1995 periods.
The Company's operating income increased approximately $1.2 million,
or 54.2%, during the three months ended June 29, 1996 from the comparable 1995
period, and $2.4 million or 57.9% during the six months ended June 29, 1996
from the comparable 1995 period. The operating margin increased to 19.9% and
19.3%, respectively, in the three and six month periods ending June 29, 1996,
as compared to 14.6% and 14.1% during the corresponding 1995 periods. If the
nonrecurring expenses mentioned in the preceding paragraph had not been
incurred in the three and six months ended June 30, 1995, operating income
would have increased by approximately $0.4 million and $1.0 million in the
corresponding 1996 periods.
Due to the Company's use of proceeds from its IPO and the related
reduction of long-term debt, interest expense and amortization of deferred
financing costs decreased to $0.1 million and $0.2 million, respectively, in
the three and six month periods ended June 29, 1996, from $0.5 million and $1.1
million in the comparable 1995 periods.
LIQUIDITY AND CAPITAL RESOURCES
ElectroStar has historically generated sufficient cash flows from
operations to fund its general working capital needs. As of June 29, 1996, the
Company had working capital of approximately $3.7 million compared to a working
capital deficit of approximately $(1.7) million at December 31, 1995. In
January 1996, ElectroStar amended its credit agreement with its primary lender.
The revised agreement contains a revolving loan commitment of up to $14
million. As of June 29, 1996, the Company has approximately $6.4 million of
available borrowing capacity under the revolving credit arrangement.
Net cash provided by operating activities was approximately $2.4
million and $0.1 million for the three and six months ended June 29, 1996,
respectively, compared to $2.1 million and $2.0 million for the same periods in
1995. In the six month period ended June 29, 1996, the difference between the
Company's net income of $3.9 million and cash provided by operating activities
of $0.1 million was primarily attributable to the payment of accrued incentive
compensation in the amount of $5.2 million partially offset by the impact of
$1.4 million of depreciation and amortization. In connection with the Company's
IPO in 1995, approximately $5.2 million of incentive compensation expense was
accrued in 1995 and paid in January 1996.
Net cash used in investing activities was $3.9 million and $6.9
million for the three and six month periods ended June 29, 1996 compared to
$1.8 million and $3.2 million for the corresponding periods in 1995. The 1996
and 1995 cash flows reflect the capital expenditures incurred in connection
with ElectroStar's expansion of its two manufacturing facilities.
Net cash provided by financing activities was approximately $1.6
million and $6.9 million for the three and six month periods ended June 29,
1996 compared to net cash used of $(0.7) million and $(0.1)million in the
corresponding 1995 periods. During the six months ended June 29, 1996, the
Company received $0.8 million of proceeds from its IPO, paid a $1.5 million
subordinated note payable, and borrowed $7.6 million on its revolving credit
arrangement.
-9-
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings other than
routine litigation incidental to its business, none of which is material.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) The Registrant held it Annual Meeting of Shareholders on June 19,
1996.
(b) Not required.
(c) The only matter voted on at the Annual Meeting of Shareholders
was the election of Class I directors. The tabulation of votes
is as follows:
<TABLE>
<CAPTION>
Election of Directors
-------------------------------
Broker
Director For Against Withheld Non-Votes
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Kenton K. Alder 6,010,528 -0- 5,500 -0-
Earl W. Powell 6,010,528 -0- 5,500 -0-
Michael E. Moran 6,010,528 -0- 5,500 -0-
</TABLE>
(d) Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 - Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K - None.
-10-
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ELECTROSTAR, INC.
Date: July 29, 1996 By: /s/ Kenton K. Alder
-----------------------------------
Kenton K. Alder,
President and Chief Executive Officer
(Principal Executive Officer)
Date: July 29, 1996 By: /s/ F.G. Lindsay Burton, Jr.
-----------------------------------
F.G. Lindsay Burton, Jr.,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 29, 1996 AND THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS
ENDED JUNE 29, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-29-1996
<CASH> 449
<SECURITIES> 0
<RECEIVABLES> 8,264
<ALLOWANCES> (140)
<INVENTORY> 3,073
<CURRENT-ASSETS> 12,982
<PP&E> 26,032
<DEPRECIATION> (4,546)
<TOTAL-ASSETS> 41,488
<CURRENT-LIABILITIES> 9,276
<BONDS> 7,620
0
0
<COMMON> 75
<OTHER-SE> 24,517
<TOTAL-LIABILITY-AND-EQUITY> 41,488
<SALES> 34,261
<TOTAL-REVENUES> 34,261
<CGS> 23,841
<TOTAL-COSTS> 27,644
<OTHER-EXPENSES> 14
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 238
<INCOME-PRETAX> 6,365
<INCOME-TAX> 2,511
<INCOME-CONTINUING> 3,854
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,854
<EPS-PRIMARY> .50
<EPS-DILUTED> .50
</TABLE>
