UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended December 31, 1994 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-9860
BARR LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
New York 22-1927534
(State or Other Jurisdiction of (I.R.S. -Employer
Incorporation or Organization) Identification No.)
Two Quaker Road, P. O. Box 2900, Pomona, New York 10970-0519
(Address of principal executive offices)
914-362-1100
(Registrant's telephone number)
(Former name, former address and former 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 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
Number of shares of Common Stock, Par Value $.01, outstanding as
of December 31, 1994: 8,751,178.
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
INDEX PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
December 31, 1994 and June 30, 1994 3
Consolidated Statements of Earnings
for the three and six-months ended
December 31, 1994 and December 31, 1993 4
Consolidated Statements of Cash Flows
for the six-months ended
December 31, 1994 and
December 31, 1993 5
Notes to Consolidated Financial
Statements 6-9
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations 10-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
<TABLE>
PART I.
BARR LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(thousands of dollars, except per share amounts)
(unaudited)
<CAPTION>
December 31 June 30,
1994 1994
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 38,782 $ 36,499
Accounts receivable, less allowances
of $1,880 and $2,000, respectively 28,503 21,633
Inventories 31,167 29,350
Deferred income taxes 4,023 3,578
Prepaid expenses 846 643
Total current assets 103,321 91,703
Net property, plant and equipment 34,035 33,127
Other assets 1,119 1,077
Total assets $138,475 $125,907
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $40,040 $32,735
Accrued liabilities 4,386 4,812
Income taxes payable 2,204 929
Total current liabilities 46,630 38,476
Long-term debt, excluding current
installments 30,407 30,433
Other liabilities 257 253
Deferred income taxes 1,768 1,761
Commitments & Contingencies - -
Contingencies (note 6)
Shareholders' Equity:
Shareholders' Equity:
Common Stock $.01 par value per share
Authorized 30,000,000; issued
8,803,603 and 8,783,737 88 88
Additional paid-in capital 31,927 31,591
Retained earnings 27,411 23,318
59,426 54,997
Less: cost of 52,425 shares of common
stock in treasury 13 13
Total shareholders' equity 59,413 54,984
Total liabilities and
shareholders' equity 138,475 125,907
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(thousands of dollars, except per share amounts)
(unaudited)
<CAPTION>
Three Months Six Months
Ended Ended
December 31, December 31,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Net sales $50,878 $25,621 $94,925 $38,818
Cost of sales 39,857 18,712 73,960 25,268
Gross Profit 11,021 6,909 20,965 13,550
Costs and expenses:
Selling, general and 4,287 4,309 8,479 9,011
administrative
Research and development 2,863 1,782 5,162 3,234
Earnings from operations 3,871 818 7,324 1,305
Interest (income) (375) (115) (691) (271)
Interest expense 647 678 1,394 1,298
Other expense (income), net (87) 27 (89) 28
Earnings before income taxes
and cumulative effect of
accounting change 3,686 228 6,710 250
Income tax expense 1,438 84 2,617 92
Earnings before cumulative
effect of accounting change 2,248 144 4,093 158
Cumulative effect of accounting
change - - - 374
Net earnings $2,248 $144 $4,093 $532
PER COMMON SHARE:
Earnings before cumulative
effect of accounting change $0.25 $0.02 $0.46 $0.02
Cumulative effect of accounting
change - - - 0.04
Net earnings $0.25 $0.02 $0.46 $0.06
Weighted average common shares
and common share equivalents 9,008,836 8,679,791 8,972,823 8,663,379
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended December 31, 1994 and 1993
(thousands of dollars, unaudited)
<CAPTION>
1994 1993
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $4,093 $532
Adjustments to reconcile net earnings
to net cash from (used in) operating
activities:
Depreciation and amortization 2,045 1,689
Deferred income tax benefit (438) -
Cumulative effect of accounting change - (374)
Gain on disposal of equipment (87) (5)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (6,870) (8,204)
Inventories (8,012) (1,817)
Prepaid expenses (326) (203)
Other assets (42) (198)
Increase (decrease) in:
Accounts payable, accrued liabilities
and income taxes payable 8,167 12,630
Net cash from (used in) operating activities 4,848 (2,268)
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and equipment (1,846) (3,166)
Proceeds from sale of property, plant and
equipment 300 36
Net cash used in investing activities (1,810) (2,866)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
Principal payments on long-term debt (82) (35)
Proceeds from exercise of stock options
and employee stock purchases 336 472
Net cash from financing activities 301 390
Increase (decrease) in cash (3,688) 2,283
Cash and cash equivalents at beginning of
period 36,499 25,048
Cash and cash equivalents at end of period $38,782 $21,360
Supplemental cash flow data-Cash paid during
the period:
Interest, net of portion capitalized $1,398 $1,298
Income taxes $1,791 -
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The consolidated financial statements include the accounts
of Barr Laboratories, Inc. and its wholly-owned subsidiaries
(the "Company" or "Barr").
In the opinion of the Management of the Company, the interim
consolidated financial statements include all adjustments
consisting only of normal recurring adjustments, necessary
for a fair presentation of the financial position, results of
operations and cash flows for the interim periods. Interim
results are not necessarily indicative of the results that
may be expected for a full year. These financial statements
should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended June 30, 1994.
Certain amounts in prior years' financial statements have been
reclassified to conform with the current year presentation.
2. Inventories
Inventories consisted of the following (in thousands of
dollars):
December June 30,
31, 1994 1994
Raw materials and supplies $18,622 $18,064
Work-in-process 6,941 5,093
Finished goods 5,604 6,193
$31,167 $29,350
Tamoxifen Citrate, purchased as a finished product, accounted
for $1,200 and $1,992 of finished goods as of December 31,
1994, and June 30, 1994, respectively.
3. Cumulative Effect of Accounting Change - SFAS No.109
Effective July 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes" (SFAS 109). The Standard requires a change
from the deferred method under APB Opinion 11 to the asset
and liability method of accounting for income taxes. Under
the asset and liability method of SFAS 109, deferred income
taxes are recognized for future tax consequences attributable
to differences between the financial statement carrying
amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to
taxable income in the years in which temporary differences
are expected to be recovered or settled. The cumulative
effect of this accounting change was a one-time gain of
$374,000 or $.04 per share.
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
4. Earnings Per Common Share and Common Share Equivalents
For the three and six-month periods ended December 31, 1994
and 1993, earnings per common share are computed by dividing
the earnings applicable to common stock by the weighted
average number of common shares outstanding during the
period. For the three and six-month periods ended December
31, 1994, the effects of stock options outstanding were
included in the calculation of the number of weighted average
common shares outstanding. The effects of the convertible
subordinated debt and related interest adjustment to earnings
were excluded from the three and six-months ended December
31, 1993, as they would be anti-dilutive.
5. Cash and Cash Equivalents
As of December 31, 1994, $27,241 of the Company's cash was
held in a cash collateral account to secure extension of
credit to it by the manufacturer of Tamoxifen Citrate. (See
Management's Discussion And Analysis Of Financial Condition
And Results Of Operations -- Liquidity and Capital
Resources.)
6. Commitments and Contingencies
Food and Drug Administration (FDA) Litigation
On November 7, 1994, the United States District Court, for
the District of New Jersey, issued an order (the "Final
Order") that resolved the two-year legal dispute between Barr
Laboratories, Inc. and the U.S. Food & Drug Administration
("FDA") over manufacturing practices. The Final Order, which
was negotiated between Barr and the FDA, simultaneously
concluded the FDA's case against Barr, and Barr's counter-
suit against the FDA.
This Final Order memorialized the procedure by which the
Company can return to market those products voluntarily
suspended by the Company early in the dispute, as well as
products temporarily suspended by the Court. This procedure
requires, among other things, the Company to perform
successful validation studies for each product prior to re-
introduction. The Final Order also outlines the
responsibilities of the FDA in working closely with the
Company to reintroduce these products.
The Final Order follows notification by the FDA, in September
1994, that the Company is in compliance with current Good
Manufacturing Practice ("cGMP") regulations based upon the
results of the FDA's most recent cGMP inspections that ended
in July 1994. The notification of compliance cleared the way
for the Company to receive new product approvals. The
Company's first approval, for ciprofloxacin tablets, a
product that is subject to an ongoing patent challenge, was
received in January 1995.
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In addition, the Company has received approval for the
majority of its pending supplemental applications to
its existing approved abbreviated new drug applications,
which were delayed during the resolution of cGMP issues.
These supplemental approvals will further facilitate the
Company's ability to reintroduce additional suspended products.
The dispute between the Company and the FDA began following
extended FDA inspections in 1991 and 1992, when the FDA
determined that the Company was not in compliance with cGMP,
a position the Company disputed. After attempts to resolve
this dispute failed, in June 1992, the FDA filed an action
seeking injunctive relief against the Company and two of the
Company's current and one former officer for certain alleged
violations of the cGMP regulations (the "Action"). This
Action was consolidated for trial and discovery purposes with
the action brought by the Company in April 1992 in the United
States District Court for the District of New Jersey, against
the FDA seeking judicial clarification of certain cGMP
regulations and the corresponding sanctions imposed by the
FDA on the Company for alleged violations of those
regulations.
Following a 15-day trial during August, September and October
1992, the Court issued a decision in February 1993 for
preliminary injunction against the Company (the "Order").
The Court ordered, among other things, (i) the temporary
suspension of certain products from the Company's then-
current product line; (ii) the recall of 12 batches (out of
over seven thousand reviewed during the proceedings) of
previously marketed products; and (iii) certain changes to
the Company's testing practices. The FDA's motion was denied
in other respects, including the claim against the Company's
officers.
A total of thirty-nine products of the Company's 1993
product line of sixty products were ordered to be
"concurrently validated" (i.e., extensive testing on three
consecutive production batches) by the Company within one
year. Of the thirty-nine products for which concurrent
validation was required, the Company validated the
economically significant products successfully.
Since 1993, the Company has made the changes and taken the
actions necessary to comply with the Order and has operated
in substantial compliance with the Order. The Final Order
brings to closure all significant cGMP issues between Barr
and the FDA.
Shareholder Action
On November 16, 1994, the Company agreed to settle a 1992
shareholder action, filed against the Company and two former
officers, which alleged the violation of certain SEC
regulations. In December, the Court approved the settlement.
Management strongly believed that the case was without merit,
but determined that it was in the Company's best interest to
settle rather than participate in continued litigation.
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The total settlement, valued at approximately $1.8 million,
will be shared equally by the Company and its insurers. A
provision for the Company's estimated share of the cost of
the action has been previously included in the Company's
consolidated financial statements, and therefore the
settlement is not expected to have any significant adverse
effect on the Company's future earnings.
Other Litigation
The Company, at December 31, 1994, was involved in other
lawsuits incidental to its business, including patent
infringement actions. Management, based on the advice of
legal counsel, believes that the ultimate disposition of such
other lawsuits will not have any significant adverse effect
on the Company's consolidated financial statements.
7. Subsequent Events
On January 24, 1995, the Company announced that it had
elected to prepay the entire principal amount of all
outstanding 10.05% Convertible Subordinated Notes, which were
due June 28, 2001. Under terms of the Note agreement, the
noteholders can convert the Notes, valued at $10 million, to
approximately 510,000 shares of Barr common stock, or receive
a cash payment of $10 million plus a make-whole amount of
approximately $750,000. In February, 1995, the noteholders
informed the Company of their intention to convert all such
Notes to common shares of Barr Laboratories stock. The
noteholders have informed the Company that the shares,
received for the conversion, are expected to be privately
placed.
Upon conversion of the Notes into common shares, the Company
will incur an extraordinary loss of approximately $200,000
related to the write-off of previously capitalized financing
costs associated with the $10 million Notes.
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
Item 2.
Management's Discussion And Analysis Of Financial
Condition And Results Of Operations
Results of Operations
Comparison of the Quarter Ended December 31, 1994
to the Quarter Ended December 31, 1993 - (thousands of dollars)
Net sales for the quarter ended December 31, 1994, were $50,878
compared to $25,621 for the comparable quarter last year. The
98.6% increase is primarily attributable to a continued increase
in demand for Tamoxifen Citrate, the breast cancer treatment
distributed by the Company, as well as increased sales for the
balance of the Company's product lines.
During the three months ended December 31, 1994, sales of
Tamoxifen Citrate accounted for approximately 72% of net sales.
Since the Company did not commence selling Tamoxifen Citrate
until November 1, 1993, a comparison of sales of the product
during the three months period ended December 31, 1994, with such
sales during the comparable period in 1993, would not be
meaningful. Tamoxifen Citrate is a patented product and is
manufactured for the Company by the innovator/patent holder.
Tamoxifen Citrate, which is distributed by the Company under a
non-exclusive license agreement with the innovator, currently
only competes against the innovator's product, which is sold
under a brand name.
Gross profit increased to $11,021 from $6,909 in the comparable
quarter last year. This increase was due primarily to the
continued increased demand for Tamoxifen Citrate. The gross
margin as a percentage of net sales decreased to 21.7% from
27.0%. This decrease is primarily attributed to the lower gross
margins associated with the distribution of Tamoxifen Citrate.
Selling, general and administrative expenses decreased to $4,287
from $4,309 in the comparable quarter last year and declined as a
percentage of net sales to 8.4% from 16.8% in the comparable
quarter last year. During this period, selling expenses
decreased by $495, resulting from a streamlining of both the
outside sales force and in-house sales personnel. Additionally,
decreases in spending on advertising as well as lower royalty
expenses also contributed to this decrease in selling expenses.
The Company's legal expenses decreased as a result of the
settlement of its dispute with the FDA. (See note 6 to the
Consolidated Financial Statements.)
Research and development expenses for the quarter ended December
31, 1994, were $2,863 compared to $1,782 for the comparable
quarter last year, a 60.7% increase. The Company is
substantially increasing its research and development efforts in
fiscal 1994-1995. The Company continues to hire additional
personnel, purchase raw material used in research and
development, and has increased spending with outside laboratories
to conduct biostudies. Accordingly, the Company expects research
and development costs to continue to increase from prior year
levels.
Interest income for the quarter ended December 31, 1994, was $375
compared to $115 for the comparable quarter last year, an
increase of 226.1% due to an increase in the average balance of
<PAGE>
short-term investments as well as an increase in the rate of
return earned on those investments.
The tax provisions for the quarters ended December 31, 1994, and
December 31, 1993, were calculated at an effective tax rate of
39.0% and 36.8% respectively.
Results of Operations
Comparison of the Six Months Ended December 31, 1994
to the Six Months Ended December 31, 1993
(thousands of dollars, except for per share amounts)
Net sales for the six months ended December 31, 1994, were
$94,925 compared to $38,818 for the comparable six months last
year. The 144.5% increase is primarily attributable to a
continued increase in demand for Tamoxifen Citrate, the breast
cancer treatment distributed by the Company, as well as increased
sales for the balance of the Company's product lines.
During the six months ended December 31, 1994, sales of Tamoxifen
Citrate accounted for approximately 70% of net sales. Since the
Company did not commence selling Tamoxifen Citrate until November
1, 1993, a comparison of sales of the product during the six
month period ended December 31, 1994, with such sales during the
comparable period in 1993, would not be meaningful. Tamoxifen
Citrate is a patented product and is manufactured for the Company
by the innovator/patent holder. Tamoxifen Citrate, which is
distributed by the Company under a non-exclusive license
agreement with the innovator, currently only competes against the
innovator's product, which is sold under a brand name.
Gross profit increased to $20,965 from $13,550 in the comparable
six months last year. This increase was due primarily to the
continued increased demand for Tamoxifen Citrate. The gross
margin as a percentage of net sales decreased to 22.1% from
34.9%. This decrease is primarily attributed to the lower gross
margins associated with the distribution of Tamoxifen Citrate.
Selling, general and administrative expenses decreased to $8,479
from $9,011 in the comparable six months last year, a decrease of
5.8%, and declined as a percentage of net sales to 8.9% from
23.2% in the comparable six months last year. During this
period, selling expenses decreased by $803, resulting from a
streamlining of both the outside sales force and in-house sales
personnel. Additionally, decreases in spending on advertising,
salesmen's commissions and lower royalty expenses also
contributed to this decrease in selling expenses. The Company's
legal expenses decreased as a result of the settlement of its
dispute with the FDA (See note 6 to Consolidated Financial
Statements.) and a decrease in those expenses incurred in
connection with the Company's lawsuit challenging the validity of
the patent on AZT.
Research and development expenses for the six months December 31,
1994, were $5,162 compared to $3,234 for the comparable six
months last year, a 59.6% increase. The Company is substantially
increasing its research and development efforts in fiscal 1994-
1995. The Company continues to hire additional personnel,
purchase raw material used in research and development, and has
increased spending with outside laboratories to conduct
biostudies. Accordingly, the Company expects research and
development costs to continue to increase from prior year levels.
Interest income for the six months ended December 31, 1994, was
$691 compared to $271 for the comparable six months last year, an
increase of 155.0% due to an increase in the average balance of
<PAGE>
short-term investments as well as an increase in the rate of
return earned on those investments.
The tax provisions for the six months ended December 31, 1994,
and 1993, were calculated at an effective tax rate of 39.0% and
36.8% respectively. Additionally, effective July 1, 1993, the
Company adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes." The cumulative effect of
this accounting change was a one time gain of $374 or $.04 per
share. (See Note 3 to the Consolidated Financial Statements.)
Liquidity and Capital Resources
The Company had cash and cash equivalents of $38,782 at December
31, 1994, compared to $36,499 at June 30, 1994, an increase of
$2,283. This increase primarily resulted from cash provided by
operating activities partially offset by the Company's use of
funds for capital expenditures. As of December 31, 1994, $27,241
of the Company's cash was held in a cash collateral account to
secure extension of credit to it by the manufacturer of Tamoxifen
Citrate. The Company continues to evaluate alternatives to using
cash to secure its credit, including obtaining a letter of credit
facility. The Company has the right to replace the cash
collateral with a letter of credit once such a facility is
obtained.
Cash provided from operating activities was $4,848 for the six
months ended December 31, 1994, which included net earnings of
$4,093. Additionally, increases in accounts payable, accrued
liabilities and income taxes payable of $8,167, as well as non-
cash charges (depreciation and amortization) of $2,045 had a
favorable impact on the cash provided by operating activities.
The increases in accounts payable and accounts receivable were
primarily due to increased purchases and sales of Tamoxifen
Citrate.
The Company purchased approximately $3,166 in capital assets
during the six months ended December 31, 1994. Upgrading the
Company's core computer systems, an expansion of the Company's
executive and administrative offices and purchase of new
equipment accounted for the majority of these expenditures. The
Company expects that its capital expenditures may increase
significantly during the fourth quarter of fiscal 1995. This
anticipated increase will be primarily attributed to the
construction of a new multi-purpose facility. The Company is
currently evaluating alternatives for financing the construction.
Management believes that existing capital resources, along with
the Company's ability to obtain additional capital, if required,
will be adequate to meet its needs for the foreseeable future.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 6 to the consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Barr
Laboratories, Inc. was held on December 7, 1994, at the
Sheraton Crossroads, Mahwah, New Jersey. Of the
8,745,678 shares entitled to vote, 8,576,969 shares
were represented at the meeting by proxy or present in
person. The meeting was held for the following
purpose:
1. To elect a Board of Directors.
All eight nominees were elected based on the following
votes cast:
For Shares
Robert J. Bolger 8,575,394
Edwin A. Cohen 8,575,194
Bruce L. Downey 8,575,394
Michael F. Florence 8,575,394
Wilson L. Harrell 8,575,394
Jacob M. Kay 8,575,394
Bernard C. Sherman 8,575,394
George P. Stephan 8,575,394
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Number Exhibit
11 Computation of Per share earnings
27 Financial data schedule
(b) A report on Form 8-K was filed, dated November 16,
1994, containing a press release issued by the
Registrant announcing it had agreed to settle, subject
to Court approval, a 1992 shareholders' action.
<PAGE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
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.
BARR LABORATORIES, INC.
Dated: February 13, 1995 /s/ Bruce L. Downey
Bruce Downey, Chairman,
Chief Executive Officer and President
Dated: February 13, 1995 /s/ Paul M.Bisaro
Paul M. Bisaro, Chief Financial Officer
and General Counsel
Dated: February 13, 1995 /s/ Peter J. Finnerty
Peter J. Finnerty, Treasurer
and Corporate Controller
[ARTICLE] 5
[MULTIPLIER] 1,000
<TABLE>
BARR LABORATORIES, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
QUARTER AND SIX MONTHS ENDED DECEMBER 31, 1994 AND 1993
(Amounts in thousands, except per share amounts)
<CAPTION>
1994 1993 1994 1993
QUARTER QUARTER Y-T-D Y-T-D
<S> <C> <C> <C> <C>
PRIMARY
Average shares outstanding 8,748 8,680 8,743 8,663
Net effect of dilutive stock options -
based on the treasury stock method using
average market price 261 - 230 -
Total 9,009 8,680 8,973 8,663
Net earnings $2,248 $144 $4,093 $532
Net earnings per share $0.25 $0.02i $0.46 $0.06ii
FULLY DILUTED
Average shares outstanding 8,748 8,680 8,743 8,663
Net effect of dilutive stock options -
based on the treasury stock method using:
quarter-end market price 267 - 267 -
average market price - 240 - 240
Convertible debenture 510 503 510 503
Total 9,525 9,423 9,520 9,166
Net earnings $2,248 $144 $4,093 $532
Deferred finance charges, net of tax 14 14 27 27
Interest adjustment, net of tax 153 158 307 317
Total $2,415 $316 $4,427 $876
Net earnings per share $0.25 $0.03iii $0.47 $0.10iii
i) Stock options of 240 in 1993 are not included because
their inclusion results in less than 3% dilution.
ii) Stock options of 229 in 1993 are not included because
their inclusion results in less than 3% dilution.
iii) Anti-dilutive. Note: The effects of options and convertible debt
are also anti-dilutive on Earnings before cumulative effect of
accounting change.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 38782
<SECURITIES> 0
<RECEIVABLES> 28503
<ALLOWANCES> 0
<INVENTORY> 31167
<CURRENT-ASSETS> 103321
<PP&E> 57382
<DEPRECIATION> 23347
<TOTAL-ASSETS> 138475
<CURRENT-LIABILITIES> 46630
<BONDS> 30407
<COMMON> 88
0
0
<OTHER-SE> 59325
<TOTAL-LIABILITY-AND-EQUITY> 138475
<SALES> 94925
<TOTAL-REVENUES> 94925
<CGS> 73960
<TOTAL-COSTS> 73960
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1394
<INCOME-PRETAX> 6710
<INCOME-TAX> 2617
<INCOME-CONTINUING> 4093
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4093
<EPS-PRIMARY> .46
<EPS-DILUTED> .46
<FN>
Accounts Receivable is Net
</TABLE>
