<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 30, 1996 Commission File No.
AAVID THERMAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0466826
- - -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Kool Path, P.O. Box 400, Laconia, N.H. 03247
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 528-3400
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The number of shares of common stock outstanding as of May 14, 1996 was
6,440,206.
AAVID THERMAL TECHNOLOGIES, INC.
INDEX TO FORM 10-Q
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - March 30, 1996 and December 31, 1995.
Consolidated Statements of Income for the first quarter ended March
30, 1996 and April 1, 1995.
<PAGE> 2
Consolidated Statements of Cash Flows for the first quarters ended
March 30, 1996 and April 1, 1995.
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
AAVID THERMAL TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
Consolidated Balance Sheets
(Amounts in thousands, except share data)
<CAPTION>
March 30, December 31,
1996 1995
(Unaudited) (Audited)
----------- ---------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 6,053 $ 4,327
Notes receivable 250 250
Accounts receivable trade, less allowance for
doubtful accounts, $297 and $286, respectively 16,424 15,736
Inventories 5,991 6,376
Deferred income taxes 1,493 1,493
Prepaid and other current assets 833 1,178
------- -------
Total current assets 31,044 29,360
Property, plant and equipment - at cost 30,965 29,042
Less accumulated depreciation 4,940 4,094
Property - net 26,025 24,948
Other assets, net 1,851 2,191
------- -------
Total Assets $58,920 $56,499
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of debt obligations $ 2,632 $ 4,267
Accounts payable, trade 5,953 7,278
Accrued expenses and other current liabilities 8,589 11,514
------- -------
Total current liabilities 17,174 23,059
Debt obligations, net of current portion 10,857 25,247
Deferred income taxes 1,654 1,654
------- -------
Total liabilities 29,685 49,960
Redeemable warrant -- 1,106
Stockholders' Equity
Common stock, $0.01 par value; authorized 15,000,000 shares;
6,440,206 and 835,514 shares issued and outstanding 64 8
Convertible preferred stock:
Series A, convertible preferred stock, $0.01 par value; authorized
778,817 shares; 0 and 488,127 shares issued and outstanding -- 5
Series B, convertible preferred stock, $0.01 par value; authorized
321,183 shares; 0 and 50,000 shares issued and outstanding -- 1
Additional paid-in capital 29,346 6,583
Retained earnings (deficit) (156) (1,245)
Cumulative translation adjustment (19) 81
------- -------
Total stockholders' equity 29,235 5,433
Total liabilities and stockholders' equity $58,920 $56,499
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
AAVID THERMAL TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
Consolidated Statements of Operations
(Amounts in thousands, except share data)
<CAPTION>
(Unaudited)
Quarter ended
March 30, April 1,
1996 1995
---- ----
<S> <C> <C>
Net sales $ 26,012 $ 19,016
Cost of goods sold 16,658 12,986
---------- ----------
Gross profit 9,354 6,030
Selling, general and administrative expenses 5,741 4,246
Research and development 1,280 660
---------- ----------
Income from operations 2,333 1,124
Interest expense,net (446) (537)
Other income (expense), net 82 26
---------- ----------
Income (loss) before income taxes and extraordinary item 1,969 613
Income tax (expense) benefit (709) 49
---------- ----------
Income before extraordinary item 1,260 662
Extraordinary item, net of tax (171) --
---------- ----------
Net income $ 1,089 $ 662
Earnings per share available to shareholders:
From operations $ 0.18 0.14
Extraordinary item $ (0.02) --
Net income per share $ 0.16 $ 0.14
Weighted average common shares and equivalents 6,883,413 4,577,276
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
AAVID THERMAL TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
Consolidated Statements of Cash Flows
(Amounts in thousands, except share data)
<CAPTION>
(Unaudited)
Quarter ended
March 30, April 1,
1996 1995
---- ----
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net income (loss) $ 1,089 $ 662
Cash provided by operating activities:
Depreciation 846 429
Amortization 205 77
Change in assets and liabilities --
Accounts receivable (688) (2,369)
Inventory 385 (1,733)
Other current assets 345 410
Other long term assets 135 3
Accounts payable (1,325) 1,937
Accrued expenses and withheld items (3,079) 179
Deferred revenue (430) --
Income taxes 583 (107)
Total adjustments (3,023) (1,174)
------- -------
Net cash provided by operating activities (1,934) (512)
Cash flows provided by (used in) investing activities:
Capital expenditures (1,932) (2,722)
Net proceeds from sale of fixed assets 9 --
------- -------
Total cash used investing activities (1,923) (2,722)
Cash flows provided by (used in) financing activities:
Issuance of common stock 21,708 --
Advances (repayments) under line of
credit, net (6,178) 1,548
Advances (repayments) under other debt obligations, net (9,847) 1,582
------- -------
Total cash provided by (used in) financing activities 5,683 3,130
Foreign exchange rate change (100) 75
Net increase (decrease) in cash 1,726 (29)
Cash, beginning of period 4,327 692
------- -------
Cash, end of period $ 6,053 $ 663
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
AAVID THERMAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 30, 1996
(1) BASIS OF PRESENTATION
The consolidated financial statements of Aavid Thermal Technologies,
Inc. (the "Company") presented herein are unaudited, except for balance sheet
information at December 31, 1995, have been prepared pursuant to the rules of
the Securities and Exchange Commission for quarterly reports on Form 10-Q and do
not include all of the information and note disclosures required by generally
accepted accounting principles. These statements should be read in conjunction
with the consolidated financial statements and notes thereto for the year ended
December 31, 1995, included in the Company's Form 10-K as filed with the
Securities and Exchange Commission on April 1, 1996.
The December 31, 1995 balance sheet includes reclassifications and the
consolidated balance sheet as of March 30, 1996 and the consolidated statements
of income and cash for the quarters ended March 30, 1996 and April 1, 1995 are
unaudited but, in the opinion of management, include all adjustments (consisting
of normal, recurring adjustments) necessary for a fair presentation of certain
prior year information to conform with the current presentation format.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The results of operations for the quarter ended March 30, 1996 are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 1996.
(2) PUBLIC OFFERING
On January 29, 1996, the Company completed its initial public offering
of 2,300,000 shares (exclusive of the over-allotment option) of its common stock
at $9.50 per share. The net proceeds from
<PAGE> 6
this offering, after deducting all associated costs, aggregated $18,661,000. In
February, 1996, the underwriters of the public offering exercised their
over-allotment option, purchasing 345,000 shares for consideration of
$3,047,000. In conjunction with the public offering, all of the current
outstanding preferred stock automatically converted into 2,959,692 shares of
common stock. In addition, the authorized number of preferred shares increased
from 1,100,000 to 4,000,000 upon the conversion of the outstanding preferred
stock to common stock and the number of authorized shares of common stock
increased from 15,000,000 to 25,000,000.
(3) STOCK DIVIDEND
The Company distributed a 5.5-for-1 stock split in the form of a stock
dividend effected immediately prior to the initial public offering on January
29, 1996. All share and per-share data has been adjusted to reflect the stock
dividend as though it had occurred at the beginning of the initial period
presented.
(4) REDEEMABLE WARRANT
In connection with the issuance of a Senior Subordinated Note, the
Company granted the issuer a warrant to purchase 90,000 shares of its Series B
Convertible Preferred Stock at an exercise price of $10.27 expiring October 2003
(which upon the closing of the initial public offering which occurred on January
29, 1996 represents the right to purchase 495,000 shares of Common Stock at a
purchase price of $1.87 per share). The warrant contains provisions which
included the right to require the Company to purchase the warrant for an amount
based upon the fair market value of the Company's stock at the time of exercise.
The right to require the Company to purchase the warrant expired upon
consummation of the initial public offering. The December 31, 1995 balance sheet
reflects the accreted value of the warrant at that date. Accreted value of the
warrant was transferred to paid-in capital upon the expiration of the right to
require the Company to purchase the warrant.
(5) STOCK OPTIONS
<TABLE>
A summary of stock option activity for the quarter ending March 30,
1996 follows:
<CAPTION>
Number of
Shares Option Price(*)
------ ---------------
<S> <C> <C>
Outstanding at December 31, 1995 2,108,490 $0.19 - $9.00
Granted during the quarter ending March 30, 1996 55,500 $9.00 - $9.50
Canceled during the quarter ending March 30, 1996 0
---------
Outstanding at March 30, 1996 2,163,990 $0.19 - $9.50
<FN>
(*) Reflects conversion price after giving effect to stock dividend.
</TABLE>
(6) EARNINGS PER SHARE CALCULATION
Net income (loss) per share of common stock is computed for each period
based upon the weighted average number of common shares outstanding and
dilutive common stock equivalents. For purposes of this calculation,
outstanding options are considered common stock equivalents (using the treasury
stock method). Pursuant to Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common and common equivalent shares issued during the 12-month
period prior to the date of the initial filing of the Company's Registration
Statement have been included in the calculation, using the treasury stock
method, as if they were outstanding for all periods presented. Fair market
value for the purpose of this calculation was $9.50, the initial public
offering price, for the period prior to the initial public offering, and the
average market price for the common stock subsequent to the public offering.
<PAGE> 7
Based upon a review of FIN 31, "Treatment of Stock Compensation Plans
in EPS calculations" of APB Opinion No. 15, "Earnings per Share", the Company
has determined that it is appropriate to consider previously unrecognized tax
benefits to the Company related to the exercise of non-qualified stock options
as a component of the treasury stock method calculation in the determination of
earnings per share. The impact of the tax benefit associated with the
non-qualified options has been applied in the computation of weighted average
shares outstanding for the periods ended March 30, 1996 and April 1, 1995, has
reduced the weighted average shares outstanding by 509,861 and 528,957
respectively.
(7) ACQUISITION
On August 24, 1995, the Company purchased all of the stock of Fluent
Inc. ("Fluent"), a provider of computerized design and simulation software used
to predict fluid flow, heat a mass transfer, chemical reaction, and related
phenomena. The Company acquired Fluent through the issuance of 308,214 shares
of its common stock, a $3,590,000 non-interest bearing note payable in eight
equal quarterly installments, due September, 1997, and a cash payment of
$927,000. This acquisition has been accounted for under the purchase method of
accounting.
<TABLE>
The following is an unaudited Pro Forma summary of the consolidated
results of operations, assuming the purchase of Fluent had taken place on
January 1, 1995. In preparing the pro forma data, certain adjustments have been
made to historic operating results, including compensation expense recorded by
Fluent in conjunction with the exercise of previously issued stock options, and
interest expense incurred on funds borrowed to pay a portion of the purchase
price in the Fluent Acquisition, including imputed interest on non-interest
bearing promissory notes issued in the Acquisition.
<CAPTION>
Quarter Ended
March 30, 1996 April 1, 1995
(Actual) (Proforma)
------ --------
<S> <C> C>
Net sales $26,012,000 $23,311,000
Net income before extraordinary item 1,260,000 1,602,000
Extraordinary item (171,000) -
Net income $ 1,089,000 $ 1,602,000
Net income per share before
extraordinary item $ 0.18 $ 0.35
Extraordinary item income
(expense) per share $ (0.02) -
Net income per share $ 0.16 $ 0.35
Weighted average common
shares and equivalent 6,883,413 4,577,276
</TABLE>
(8) DEBT OBLIGATIONS
<TABLE>
Following is an unaudited summary of outstanding debt obligations:
<CAPTION>
($000)
March 30, December 31,
1996 1995
---- -----
<S> <C> <C>
Equipment term notes payable-interest at
lender's reference rate (which
approximates prime) plus 1.75% $ 3,779 $ 3,330
Construction note payable-interest at
prime rate plus 1.25% 1,119 860
Revolving credit facility-interest at
lender's reference rate (which
approximates prime) plus 1.75% 687 6,865
Term notes-interest at lender's reference
rate (which approximates prime)
plus 1.75% 5,426 5,724
Notes secured by real property 2,478 2,457
Subordinated notes payable-interest at 7% 0 2,965
Senior subordinated note payable-interest
at 12.5% 0 7,000
Other 0 313
------- -------
Total $13,489 $29,514
Less current portion 2,632 4,267
------- -------
Debt obligations, net of current portion $10,857 $25,247
</TABLE>
(9) INCOME TAXES
The Company accounts for income taxes under Financial Accounting
Standards Board (FASB) Statement No. 109, Accounting for Income Taxes. Under
this method, the amount of deferred tax liabilities or assets is calculated by
applying the provisions of enacted tax laws to determine the amount of taxes
payable or refundable currently or in future years. FASB 109 requires a
valuation allowance against
<PAGE> 8
deferred tax assets if, based upon the available evidence, it is more likely
than not that some or all of the deferred tax assets will not be taxable.
Deferred income taxes arise from differences in the timing of the
recognition of certain expenses for financial statement and income tax reporting
purposes. The principal sources of these differences is the excess of the
financial statement basis of net assets acquired over their tax basis along with
deferred software maintenance revenue, depreciation, inventory reserves,
vacation reserves, and certain accruals.
The Company has recorded its interim income tax provision based on
estimates of the Company's effective tax rate expected to be applicable for the
full fiscal year. Estimated effective taxes recorded during interim periods may
be periodically revised, if necessary, to reflect current estimates.
Item 2. Management Discussion and Analysis of Financial Condition and Results
of Operations
This Report contains forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed below and in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
Aavid Thermal Technologies, Inc. (the "Company") is a leading provider of
thermal management products that dissipate unwanted heat in electronic and
electrical components and systems, and a leading developer and marketer of
computational fluid dynamics software which enables sophisticated simulation and
analysis of air and other fluid flows, heat and mass transfer, chemical reaction
and related phenomena. The Company's thermal management products, which include
aluminum and copper heat sinks, heat sink/fan combinations, heat pipes, liquid
cooled cold plates, attachment accessories, compliant interface materials and
conductive adhesives, operate by conducting, convecting and radiating away
unwanted heat. The Company's software is used in a broad range of applications,
including design of automobiles, electronic systems, aerospace components and
combustion systems, as well as process plant engineering.
During the first quarter, the Company completed its initial public offering of
common stock and began trading on the Nasdaq Market on January 30, 1996.
Montgomery Securities and Robertson, Stephens & Company co-managed the
underwriting group.
During the first quarter, the Company also announced the opening of a new 50,000
square foot manufacturing and sales facility in Terrell, Texas, increasing total
worldwide thermal products manufacturing capacity to more than 300,000 square
feet.
Results of Operations
- - ---------------------
<TABLE>
Net sales increased by 36.8% to $26.0 million in the quarter ended
March 30,1996 from $19.0 million in the quarter ended April 1, 1995. Sales by
application and product line are broken down as follows:-
<CAPTION>
($000)
Quarters Ended
March 30, April 1,
1996 1995
---- ----
<S> <C> <C> <C>
Thermal Management - Digital Electronics $ 5,680 $ 4,636
Power Electronics 14,873 14,380
------- -------
Total 20,553 19,016
Software Products 5,459 0
------- -------
Total $26,012 $19,016
</TABLE>
Thermal management revenues for the quarter were 8% higher than the
corresponding prior year period, but were 1.5% lower than the previous quarter.
Shipments for power electronics applications were up 3% from a year ago, but
down 6% from the prior quarter, primarily because of softer demand in
transportation and telecommunications market segments. Revenues from digital
electronic thermal solutions were up 23% from a year ago, and up 11% from the
prior quarter. The Company anticipates in
<PAGE> 9
the short-term, thermal management revenues will be impacted by continued soft
business conditions as demand and supply volatility in the PC and semiconductor
markets settle out. Over the longer term, more growth in unit demand is expected
as an increasing number of semiconductor and integrated circuit devices enter
the market that need thermal solutions, and as the semiconductor industry moves
on to new generations of products and applications that will fuel the next
expansion cycle in electronics.
Software product sales reflected in 1996 represent sales of Fluent
acquired during the third quarter of 1995. They increased 11% from the previous
quarter and, on a pro forma basis, by 27% from a year ago. The Fluent business
is typically seasonally strong in the fourth and first quarters due to the
budgeting patterns of Fluent's customers.
International (i.e. non-North America) revenues for the Company
represented 24.2% of sales for the quarter, up from 20.6% for the prior quarter
and 10.2% (17.0% proforma including Fluent) a year ago.
Cost of goods sold as a percentage of sales were 64.0% for the quarter
ended March 30, 1996 as compared to 68.3% for the quarter ended April 1, 1995.
For the 1996 period, thermal management and software product cost of goods sold
were 73.2% and 29.4%, respectively. The increase in cost of goods sold
percentage in thermal management products (68.3% to 73.2%) is principally
attributable to increased material costs and increased outside vendor costs.
Increased material cost, as a percentage of sales, is attributable to a far more
material intensive product mix, principally the result of large volume shipments
during the 1996 period of fan heat sinks for digital electronic applications
utilizing purchased fans. The increase in outside vendor costs is principally
attributable to increased subcontracting volume in support of production growth
at the Texas and California facilities.
Selling, general and administrative expenses increased to $5,741,000
for the three months ended March 30, 1996 as compared to $4,246,000 for the
three months ended April 1, 1995. Excluding the software product segment,
selling, general and administrative expenses were $4,241,000 or 20.6% of sales
for the 1996 period as compared to $4,246,000 or 22.3% of sales for the
corresponding 1995 period.
Research and development expenses increased to $1,280,000 (4.9% of
sales) for the three months ended March 30, 1996 compared to $660,000 (3.5% of
sales) for the corresponding 1995 period. For the 1996 period, research and
development represented 16.3% of software product sales and 1.9% of thermal
management sales. The reduction in thermal management research and development
reflects reduced development funding of joint venture projects.
Net interest expense declined to $446,000 for the quarter ended March
30, 1996 compared to $537,000 for the quarter ended April 1, 1995 as the result
of the utilization of a substantial portion of the proceeds from the initial
public stock offering for the reduction of outstanding indebtedness.
The effective tax rate for the quarter was an expense of 36.0% for the
quarter ended March 30, 1996 compared to a benefit of 8.0% for the quarter ended
April 1,1995. The 1995 quarterly effective tax rate benefited from the
recognition of a foreign net operating loss carryforward.
Extraordinary expense for the quarter ended March 30, 1996 represents
the write-off of deferred financing costs resulting from the early
extinguishment of debt as a result of the initial public offering.
Liquidity and Capital Resources
- - -------------------------------
Cash and cash equivalents increased $1,726,000 in the quarter ended
March 30, 1996.
The Company's trade accounts receivable increased $688,000 (4.4%) to
$16,424,000 from $15,736,000 at December 31, 1995. This increase is primarily
due to increased sales in March, 1996 as compared to December, 1995. Inventories
decreased 6% to $5,991,000 at March 30, 1996 from
<PAGE> 10
$6,376,000 at December 31, 1995 due to reductions in finished goods and
work-in-process. Accrued expenses fell by $3,079,000 primarily from the
disbursement of $2,649,000 of the proceeds of the initial public offering in
conjunction with the buyout of previously accrued compensation agreements.
Capital expenditures during the quarter ending March 30, 1996 of
$1,932,000 principally represented expansion of the Texas facility and the
purchase of machinery and equipment for existing facilities. The Company does
not have any pending material commitments for capital expenditures.
As discussed above, the Company realized net proceeds of $21,708,000 in
conjunction with the completion of a public offering of its stock. The Company
used a portion of the proceeds to repay a 12.5% Senior Subordinated Note with an
outstanding principal amount of $7,000,000, reduce by $8,500,000 the amount
outstanding under the Company's revolving credit facility, and the payment of
$2,649,000 for the buyout of compensation agreements.
During the first quarter of 1996, the Company repaid the subordinated
notes issued in conjunction with the Fluent Acquisition and increased borrowings
under its construction loan facility to finance the construction of a
manufacturing facility in Texas, from $860,000 to $1,119,000. At quarter end,
the outstanding balance under the Company's $12,000,000 revolving credit
facility stood at $687,000 as compared to allowable borrowings of $9,651,000.
Management believes that its current level of cash and cash
equivalents, anticipated cash flow from operations and existing credit
facilities will be adequate to fund its operations in the near-term.
Part II. Other Information
Item 1. Legal Proceedings
On March 15, 1996, the United States District Court for the District of
New Hampshire granted the Company's motion for summary judgment against
Thermalloy, Inc., and declared invalid Thermalloy's Letters Patent No. 4,884,331
Method of Manufacturing Heat Sink Apparatus. The patent at issue involved heat
sinks for the digital electronics industry. Thermalloy has since filed its
notice of appeal.
Item 6. Exhibits and Report on Form 8-K
a) Exhibits
None
b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during
the quarter ended March 30, 1996.
Pursuant to the requirements of the Securities Exchange Act of 1934 Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SIGNATURES
AAVID THERMAL TECHNOLOGIES, INC.
Date May 14, 1996
By /s/ Mark D. Brown
----------------------------
Mark D. Brown
Vice President, Treasurer
and Principal Financial Officer
<PAGE> 1
Exhibit 11
AAVID THERMAL TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
Computation of Net Income Per Share
(Amounts in thousands, except share data)
<CAPTION>
(Unaudited)
Quarter ended
March 30, April 1,
1996 1995
---- ----
<S> <C> <C>
Weighted average shares outstanding 5,486,992 3,553,127
Net effect of the assumed exercise of stock options and warrant
-based on the treasury stock method 1,396,421 1,024,149
Total 6,883,413 4,577,276
Net income before extraordinary item $1,260,000 $ 662,000
Extraordinary item (171,000)
--
Net income $1,089,000 $ 662,000
Net income per share before extraordinary
item $ 0.18 $ 0.14
Extraordinary item income (expense) per share $ (0.02) $ --
Net income per share $ 0.16 $ 0.14
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for the quarter ended March 30, 1996, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-30-1996
<CASH> 6,053
<SECURITIES> 0
<RECEIVABLES> 16,971
<ALLOWANCES> 297
<INVENTORY> 5,991
<CURRENT-ASSETS> 31,044
<PP&E> 30,965
<DEPRECIATION> 4,940
<TOTAL-ASSETS> 58,920
<CURRENT-LIABILITIES> 17,174
<BONDS> 10,857
<COMMON> 64
0
0
<OTHER-SE> 29,171
<TOTAL-LIABILITY-AND-EQUITY> 58,920
<SALES> 26,012
<TOTAL-REVENUES> 26,012
<CGS> 16,658
<TOTAL-COSTS> 23,679
<OTHER-EXPENSES> (82)
<LOSS-PROVISION> 29
<INTEREST-EXPENSE> 446
<INCOME-PRETAX> 1,969
<INCOME-TAX> 709
<INCOME-CONTINUING> 1,260
<DISCONTINUED> 0
<EXTRAORDINARY> (171)
<CHANGES> 0
<NET-INCOME> 1,089
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
