<PAGE>
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 the quarterly period ended June 30, 1995
---------------------------------------
OR
[_] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to _______________________
Commission File Number 0-1649
------
NEWPORT CORPORATION
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 94-0849175
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(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1791 Deere Avenue, Irvine, CA 92714
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 863-3144
------------------
N/A
------------------------------------------------------------------------------
(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
------ ------
The number of shares outstanding of each of the issuer's classes of common
stock as of June 30, 1995, was 8,574,012
---------
Page 1 of 12 Pages
Exhibit Index on Sequentially Numbered Page 11
<PAGE>
NEWPORT CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page Number
<S> <C>
Item 1: Financial Statements:
Condensed Consolidated Statement of Operations and Condensed
Consolidated Statement of Stockholders' Equity for the Three
and Six Months ended June 30, 1995 and 1994. 3
Condensed Consolidated Balance Sheet at June 30, 1995
and December 31, 1994. 4
Condensed Consolidated Statement of Cash Flows for
the Six Months ended June 30, 1995 and 1994. 5
Notes to Condensed Consolidated Financial
Statements. 6
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations. 8
PART II. OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders. 11
Item 6: Exhibits and Reports on Form 8-K. 11
SIGNATURE 12
</TABLE>
2
<PAGE>
NEWPORT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands except Three Months Ended Six Months Ended
per share amounts) June 30, June 30,
-------------------- -------------------
1995 1994 1995 1994
--------- -------- -------- ---------
<S> <C> <C> <C> <C>
Net sales $25,525 $23,596 $49,841 $45,885
Cost of sales 13,928 12,921 27,448 25,416
------- ------- ------- -------
Gross profit 11,597 10,675 22,393 20,469
Selling, general and administrative expense 8,562 8,222 16,875 15,710
Research and development expense 1,788 1,228 3,449 2,664
------- ------- ------- -------
Income from operations 1,247 1,225 2,069 2,095
Interest expense (406) (444) (804) (896)
Other income, net 421 909 1,207 1,038
------- ------- ------- -------
Income before income taxes 1,262 1,690 2,472 2,237
Income tax provision 408 828 791 843
------- ------- ------- -------
Net income $ 854 $ 862 $ 1,681 $ 1,394
======= ======= ======= =======
Net income per share $0.10 $0.10 $0.20 $0.17
======= ======= ======= =======
Average number of shares 8,652 8,451 8,592 8,447
======= ======= ======= =======
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Stockholders' equity, beginning of period $48,781 $44,536 $46,651 $43,643
Net income 854 862 1,681 1,394
Dividends paid -0- (18) (141) (158)
Unrealized translation gain (loss) (77) (469) 1,085 108
Reduction in unrealized gain on
marketable securities (208) (643) (343) (728)
Unamortized deferred compensation (266) 16 (245) (126)
Issuance of common shares 505 -0- 901 151
------- ------- ------- -------
Stockholders' equity, end of period $49,589 $44,284 $49,589 $44,284
======= ======= ======= =======
</TABLE>
See accompanying notes
3
<PAGE>
NEWPORT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
(In thousands)
June 30, December 31,
1995 1994
--------- -------------
ASSETS (Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 2,391 $ 3,014
Marketable securities -- 610
Customer receivables, net 19,723 18,755
Other receivables 1,340 1,912
Inventories 21,543 21,432
Other current assets 2,871 2,600
------- -------
Total current assets 47,868 48,323
Investments, notes receivable and other assets 4,445 4,441
Property, plant and equipment, at cost, net 23,878 23,044
Goodwill, net 9,297 8,846
------- -------
$85,488 $84,654
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,124 $ 5,393
Accrued payroll and related expenses 4,074 4,679
Taxes based on income 1,906 1,308
Accrued restructuring liabilities, net 1,502 2,364
Current portion of long-term debt 9,673 10,316
Other accrued liabilities 3,892 2,544
------- -------
Total current liabilities 26,171 26,604
Deferred taxes 267 282
Notes payable to banks-long term 9,461 11,117
Stockholders' equity:
Common stock, $.35 stated value, 20 million shares authorized;
8,574,000 shares issued and outstanding currently;
8,441,000 shares at December 31, 1994 3,001 2,954
Capital in excess of stated value 6,625 5,771
Unamortized deferred compensation (496) (251)
Unrealized gain on marketable securities -- 343
Unrealized translation loss (1,693) (2,778)
Retained earnings 42,152 40,612
------- -------
Total stockholders' equity 49,589 46,651
------- -------
$85,488 $84,654
======= =======
</TABLE>
See accompanying notes
4
<PAGE>
NEWPORT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1995 1994
------- -------
<C> <C>
OPERATING ACTIVITIES:
Net income $ 1,681 $ 1,394
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 2,250 1,805
Net gain from sales of investments (832) (737)
Increase in provision for losses
on receivables and inventories 629 215
Decrease in deferred income taxes (15) (289)
Net (gains) losses from sales of equipment (38) 24
Changes in operating assets and liabilities:
(Increase) decrease in receivables 296 (773)
Decrease in inventories 23 934
(Increase) decrease in prepaid expenses (169) 39
Decrease in accounts payable &
other accrued expenses (1,268) (13)
Increase in accrued income taxes 594 229
Other 214 282
------- -------
Net cash provided by operating activities 3,365 3,110
------- -------
INVESTING ACTIVITIES:
Proceeds from sales of investments (net) 871 1,164
Purchases of property, plant and equipment (net) (1,573) (740)
Other 25 40
------- -------
Net cash provided by (used in) investing activities (677) 464
------- -------
FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings, net (1,156) 582
Increase (decrease) in long-term borrowings, net (2,472) (3,658)
Cash dividends paid (141) (158)
Proceeds from issuance of common stock under
employee agreements 609 --
------- -------
Net cash used in financing activities (3,160) (3,234)
Effect of foreign exchange rate changes on cash (151) 73
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (623) 413
Cash and cash equivalents at beginning of period 3,014 2,614
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,391 $ 3,027
======= =======
CASH PAID IN THE PERIOD FOR:
Interest 702 776
======= =======
Taxes 193 257
</TABLE>
See accompanying notes
5
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
1. INTERIM REPORTING
GENERAL
The accompanying unaudited financial statements consolidate the accounts of the
Company and its wholly owned subsidiaries and have been restated to reflect the
acquisitions of of Ram Optical Instrumentation, Inc. (ROI) and Light Control
Instruments, Inc. (LCI) (Note 2) which have been accounted for using the pooling
of interests method. The accounts of the Company's subsidiaries in Europe have
been consolidated using a one-month lag.
In the opinion of management, all adjustments necessary for a fair presentation
of the information in the unaudited condensed consolidated financial statements
have been made and consist of only normal recurring accruals. Certain
reclassifications have been made to prior period amounts to conform to current
year presentation. Although the Company believes that the disclosures in these
financial statements are adequate to make the information presented not
misleading, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to rules and regulations of
the Securities and Exchange Commission, and consequently, these statements
should be read in conjunction with the Company's consolidated financial
statements and notes thereto, contained in the Company's Form 8-K dated May 17,
1995.
EARNINGS PER SHARE
Earnings per share is based on the weighted average number of shares of common
stock and the dilutive effects of common stock equivalents (stock options),
determined using the treasury stock method.
2. ACQUISITIONS
On February 28, 1995, the Company acquired all the outstanding capital stock of
ROI, a manufacturer of video inspection systems, in exchange for 1,251,000
shares of its common stock. Additionally, an option to purchase 3,500 ROI
common shares was exchanged for an option to purchase 72,975 Newport common
shares. On March 30, 1995, the Company acquired all the outstanding stock of
LCI, a manufacturer of laser-diode instruments, in exchange for 128,000 shares
of its common stock.
Net sales and net income (loss) of Newport, ROI and LCI were as follows for
the three and six months ended June 30, 1994:
<TABLE>
<CAPTION>
(In thousands) Three Months Six Months
------------ ----------
<S> <C> <C>
Net sales
Newport $21,809 $41,930
ROI 1,656 3,693
LCI 131 262
------- -------
Combined $23,596 $45,885
======= =======
Net income (loss)
Newport $ 987 $ 1,592
ROI (123) (191)
LCI (2) (7)
------- -------
Combined $ 862 $ 1,394
======= =======
</TABLE>
6
<PAGE>
NEWPORT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
2. ACQUISITIONS (CONT'D)
These transactions have been accounted for as poolings of interests. Costs
associated with these acquisitions totaling $0.1 million were charged to
operations in the first quarter of 1995.
3. CUSTOMER RECEIVABLES
Customer receivables consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1995 1994
-------- ------------
<S> <C> <C>
Customer receivables $20,295 $19,215
Less allowance for doubtful accounts 572 460
------- -------
$19,723 $18,755
======= =======
</TABLE>
The Company maintains adequate reserves for potential credit losses. Such
losses have been minimal and within management's estimates. Receivables from
customers are generally unsecured.
4. INVENTORIES
Inventories are stated at cost, determined on either a first-in, first-out
(FIFO) or average cost basis and do not exceed net realizable value.
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1995 1994
-------- ------------
<S> <C> <C>
Raw materials and purchased parts $ 7,819 $ 7,350
Work in process 3,193 3,541
Finished goods 10,531 10,541
------- -------
$21,543 $21,432
======= =======
</TABLE>
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1995 1994
----------- -----------
<S> <C> <C>
Land $ 2,242 $ 2,115
Buildings 13,479 12,671
Leasehold 7,448 7,176
Machinery and equipment 19,755 19,119
Office equipment 8,428 7,596
------- -------
51,352 48,677
Less accumulated depreciation 27,474 25,633
------- -------
$23,878 $23,044
======= =======
</TABLE>
7
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
The following is management's discussion and analysis of certain significant
factors which have affected the earnings and financial position of the Company
during the period included in the accompanying financial statements. This
discussion includes the impact of the acquisition of RAM Optical Instrumentation
Inc. (ROI) and Light Control Instruments Inc. (LCI) and represents the three-
and six-month periods ended June 30, 1995, compared with the three- and six
month periods ended June 30, 1994. This discussion should be read in
conjunction with the financial statements and associated notes. Prior period
financial statements have been restated to reflect the acquisitions of ROI and
LCI using the pooling of interests method.
ACQUISITIONS:
On February 28, 1995, the Company acquired all the outstanding capital stock
ROI, a manufacturer of video inspection systems, in exchange for 1,251,000
shares of its common stock. Additionally, an option to purchase 3,500 ROI
common shares was exchanged for an option to purchase 72,975 Newport common
shares. On March 30, 1995, the Company acquired all the outstanding stock of
LCI, a manufacturer of laser-diode instruments, in exchange for 128,000 shares
of its common stock.
These transactions have been accounted for as poolings of interests. Costs
associated with these acquisitions totaling $0.1 million were charged to
operations in the first quarter of 1995.
RESTRUCTURING:
At December 31, 1994 $2.4 million remained of the restructuring reserves
established during 1992 and 1993. During the first two quarters of 1995, $0.9
million was charged to the reserve representing $0.4 million for severance and
$0.5 million to close facilities. It is expected that the remaining $1.5
million, principally severance and costs to close facilities, will be spent
during the remainder of 1995.
RESULTS OF OPERATIONS
FINANCIAL ANALYSIS:
<TABLE>
<CAPTION>
Period-to-Period
Increase (decrease)
Three Six
Percentage of Net Sales Months Months
Three Months Ended Six Months Ended Ended Ended
June 30, June 30, June 30, June 30, June 30, June 30,
1995 1994 1995 1994 1995 1995
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0% 8.2% 8.6%
Cost of sales 54.6 54.8 55.1 55.4 7.8 8.0
Gross profit 45.4 45.2 44.9 44.6 8.6 9.4
Selling, general and
administrative expense 33.5 34.9 33.9 34.2 4.2 7.4
Research and
development expense 7.0 5.2 6.9 5.8 45.6 29.5
Income from operations 4.9 5.2 3.4 4.6 1.9 (1.2)
Interest expense (1.6) (1.9) (1.6) (2.0) (8.6) (10.3)
Other income, net 1.6 3.9 2.4 2.3 (53.7) 16.3
Income taxes 1.6 3.5 1.6 1.8 (50.6) (6.2)
Net income 3.3 3.7 3.4 3.0 0.9 20.6
</TABLE>
8
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
RESULTS OF OPERATIONS (CONT'D)
NET SALES:
Sales for the three- and six-month periods ended June 30, 1995, were $25.5
million and $49.8 million, respectively, compared with $23.6 million and $45.9
million for the three- and six-month periods ended June 30, 1994. The current
quarter increase is attributable to sales growth in US domestic markets ($1.0
million) and a favorable exchange rate effect ($1.3 million) on sales
denominated in foreign currencies offset in part by declines in sales to
European markets ($0.4 million). The year-to-date increase is attributable to
sales growth in US domestic ($2.7 million) and European markets ($0.3 million)
and a favorable exchange rate effect ($2.3 million) on sales denominated in
foreign currencies offset in part by declines in sales to the Pacific Rim ($1.1
million).
The Company's domestic sales totaled $13.6 million and $26.5 million for the
three- and six-month periods ended June 30, 1995, compared with $12.6 million
and $23.8 million for the three- and six-month periods ended June 30, 1994, a
sales increase of 7.9% and 11.3%, respectively, for the quarter and the six-
month period. The current quarter sales increases from the year ago level was
primarily attributable to increased sales revenue at ROI. The six-month sales
increase from the year ago level was primarily the result of growth across the
core product lines and to increased sales revenue at ROI and LCI.
International sales of the company were $11.9 million and $23.3 million for the
three- and six-month periods ended June 30, 1995, compared with $11.0 million
and $22.1 million for the three- and six-month periods ended June 30, 1994, a
sales increase of 8.2% and 5.9% for the respective periods. The increase for
the three months ended June 30, 1995 resulted primarily from the favorable
exchange rate effect mentioned previously offset in part by declines in Europe.
The year-to-date increase resulted from a strengthening of sales in the major
markets of Europe and the favorable exchange rate effect mentioned previously,
offset in part by declines in the Pacific Rim. The Company believes the
international sales decline in the Pacific Rim from the year ago level resulted
primarily from the weak economic environment in Japan.
COST OF SALES:
Cost of sales when stated as a percentage of sales for the three- and six-month
periods ended June 30, 1995, was 54.6% and 55.1%, respectively, a decrease
compared with 54.8% and 55.4% for the three- and six-month periods ended June
30, 1994. The decrease is principally attributable to the actions taken during
the first quarter of 1994, when the company initiated a number of cost saving
measures in Europe.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative (SG&A) expenses for the three- and six-month
periods ended June 30, 1995, increased 4.2% and 7.4%, respectively, compared
with the three- and six-month periods ended June 30, 1994. SG&A expenses when
stated as a percentage of sales were 33.5% and 33.9%, compared with 34.9% and
34.2% for the prior year periods. This improvement is principally attributable
to the favorable productivity effects of increased sales volume.
RESEARCH AND DEVELOPMENT EXPENSES:
Research and development (R&D) expenses for the three- and six-month periods
ended June 30, 1995, increased 45.6% and 29.5%, respectively, compared with the
three- and six-month periods ended June 30, 1994. These R&D expenses when
stated as a percentage of sales were 7.0% and 6.9%, compared with 5.2% and 5.8%
for the prior year periods. These increases are principally attributable to
costs associated with the development of new precision systems for niche markets
in the semiconductor, medical instrumentation and telecommunications industries.
9
<PAGE>
NEWPORT CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
RESULTS OF OPERATIONS (CONT'D)
INTEREST EXPENSE AND OTHER INCOME:
Interest expense for the three- and six-month periods ended June 30, 1995, was
$0.4 million and $0.8 million respectively compared with $0.4 million and $0.9
million for the three- and six-month periods ended June 30, 1994. Other income,
consisting of interest, dividends and other income was $0.4 million and $1.2
million for the three-and six-month periods ended June 30, 1995, compared with
$0.9 million and $1.0 million for the three- and six-month periods ended June
30, 1994.
Other income consists of the following:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------- ----------------
(In thousands) 1995 1994 1995 1994
----- ----- ------ ------
<S> <C> <C> <C> <C>
Interest and dividend income $ 20 $ 19 $ 44 $ 96
Realized exchange gains (losses), net (19) 191 280 202
Gains on sale of investments 395 737 832 737
Other income (expense) 25 (38) 51 3
----- ----- ------ ------
$ 421 $ 909 $1,207 $1,038
===== ===== ====== ======
</TABLE>
PROVISION FOR TAXES:
The tax provision for the three and six-month periods ended June 30, 1995, of
$0.4 million and $0.8 million, respectively, is principally federal and state
taxes on domestic taxable income. During the quarter ended March 31, 1994 the
Company settled its liabilities for California Franchise taxes for the years
1978, 1979 and 1980. The California Franchise Tax Board accepted a $0.2 million
tax payment made during September 1992 as full and complete settlement of the
Company's liabilities for those years. As a result, tax reserves established in
prior periods for associated interest and penalties totaling $0.4 million ($0.3
million after tax, equal to 4 cents per share) were restored to operations
during the six-month period ended June 30, 1994. The effective tax rates during
the three months ended June 30, 1994, was higher than the current year quarter
because of foreign net operating losses that occurred during the prior year
period had not been currently benefited in accordance with Statement of
Financial Accounting Standards 109.
LIQUIDITY AND CAPITAL RESOURCES:
During the six months ended June 30, 1995, the Company generated $3.4 million
cash from operations, $0.9 million from sales of investments and $0.6 million
from exercises of stock options. These funds were used to reduce debt by $3.6
million and acquire capital equipment with a cost of $1.6 million.
The Company believes its current working capital position together with
estimated cash flows from operations, its existing credit availability and
anticipated refinancing are adequate for operations in the ordinary course of
business, anticipated capital expenditures as well as debt repayment
requirements over the next year.
10
<PAGE>
NEWPORT CORPORATION
PART II. OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders was held on June 7, 1995.
(b) Set forth below is the name of each Class III director elected at the
meeting and the number of votes cast for their election, the number of
votes withheld and the number of broker non-votes.
<TABLE>
<CAPTION>
Number of
Number of Number of Broker
Name Votes "For" Votes "Withheld" "Non-Votes"
---- --------------- ---------------- -----------
<S> <C> <C> <C>
R. Jack Aplin 7,327,136 30,697 2,900
Robert L. Guyett 7,327,136 30,697 2,900
</TABLE>
(c) Proposal Two to adopt the Employee Stock Purchase Plan resulted in the
following number of votes for, against, abstain and non-vote.
<TABLE>
<CAPTION>
Number of
Number of Number of Number of Broker
Votes "For" Votes "Against" Votes "Abstain" "Non-Votes"
----------- --------------- --------------- -----------
<S> <C> <C> <C>
6,443,536 357,220 554,477 5,500
</TABLE>
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Report on Form 8-K on April 10, 1995,
regarding the acquisition of all the outstanding capital stock of
Light Control Instruments, Inc. (LCI). The Company did not
include any financial statements or pro forma financial
information since LCI does not meet the criteria for a
significant subsidiary.
The Company filed a Report on Form 8-K/A on May 15, 1995, as
an addendum to the Report on Form 8-K filed on March 15, 1995,
regarding the interim and pro forma financial statements of RAM
Optical Instrumentation, Inc. (ROI).
The Company filed a Report on Form 8-K on May 17, 1995,
regarding the restatement of the Company's financial statements
to account for the acquisitions of ROI and LCI as poolings of
interests. The Company provided restated, financial information
originally filed in the Company's Annual Report on Form 10-K.
11
<PAGE>
NEWPORT CORPORATION
SIGNATURE
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.
NEWPORT CORPORATION
(Registrant)
Dated: August 14, 1995
By: /S/ROBERT C. HEWITT
-------------------------------------
Robert C. Hewitt, Principal Financial
Officer, duly authorized to sign
on behalf of the Registrant
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED BALANCE SHEETS AND
CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS CONTAINED WITHIN THE COMPANY'S FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 1995.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 2,391
<SECURITIES> 0
<RECEIVABLES> 20,295
<ALLOWANCES> 572
<INVENTORY> 21,543
<CURRENT-ASSETS> 47,868
<PP&E> 51,352
<DEPRECIATION> 27,474
<TOTAL-ASSETS> 85,488
<CURRENT-LIABILITIES> 26,171
<BONDS> 9,461
<COMMON> 3,001
0
0
<OTHER-SE> 46,588
<TOTAL-LIABILITY-AND-EQUITY> 85,488
<SALES> 49,841
<TOTAL-REVENUES> 49,841
<CGS> 27,448
<TOTAL-COSTS> 16,788
<OTHER-EXPENSES> 3,449
<LOSS-PROVISION> 87
<INTEREST-EXPENSE> 804
<INCOME-PRETAX> 2,472
<INCOME-TAX> 791
<INCOME-CONTINUING> 1,681
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,681
<EPS-PRIMARY> $0.20
<EPS-DILUTED> $0.20
</TABLE>
