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 SEPTEMBER 29, 1995
------------------
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 No. 0-4466
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COMPUTER PRODUCTS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation or organization)
59-1205269
------------------------------------
(I.R.S. Employer Identification No.)
7900 Glades Road, Suite 500, Boca Raton, Florida 33434
- ------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (407) 451-1000
------------------
NOT APPLICABLE
-----------------------------------------------------------------
Former name, 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 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, $.01 par value, of the Registrant issued
and outstanding as of October 27, 1995, was 22,385,058 shares.
<PAGE>
COMPUTER PRODUCTS, INC.
INDEX TO FORM 10-Q
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Statements of Operations - For the Thirteen
and Thirty-Nine Weeks Ended September 29, 1995 and
September 30, 1994 3
Statements of Financial Condition - September 29, 1995
and December 30, 1994 4
Statements of Cash Flows - For the
Thirty-Nine Weeks Ended September 29, 1995 and
September 30, 1994 5
Notes to Condensed Consolidated Financial
Statements 6-8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 9-11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Exhibit No. 11
Exhibit No. 27
SIGNATURE
<PAGE>
PART I. FINANCIAL INFORMATION
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
THIRTEEN WEEKS THIRTY-NINE WEEKS
ENDED ENDED
SEPT. 29, SEPT. 30, SEPT. 29, SEPT. 30,
1995 1994 1995 1994
-------- ------- -------- -------
<CAPTION>
<S> <C> <C> <C> <C>
SALES $46,905 $36,941 $138,518 $113,000
COST OF SALES 28,515 23,154 86,451 71,063
------ ------ ------ ------
GROSS PROFIT 18,390 13,787 52,067 41,937
------ ------ ------ ------
EXPENSES
Selling, general & administrative 8,273 8,163 25,474 25,147
Research & development 3,983 2,639 12,016 7,994
----- ----- ------ -----
12,256 10,802 37,490 33,141
------ ------ ------ ------
OPERATING INCOME 6,134 2,985 14,577 8,796
----- ----- ------ -----
OTHER INCOME (EXPENSE)
Interest expense (736) (979) (2,535) (2,792)
Interest income 255 141 795 338
----- ---- ------ -------
(481) (838) (1,740) (2,454)
------ ----- ------- -------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY 5,653 2,147 12,837 6,342
ITEM
PROVISION FOR INCOME TAXES 1,295 689 3,594 2,156
----- ------- ------ -------
INCOME BEFORE EXTRAORDINARY ITEM 4,358 1,458 9,243 4,186
EXTRAORDINARY ITEM - LOSS ON EARLY
RETIREMENT OF DEBT,
NET OF INCOME TAX BENEFIT OF $187 - - (397) -
------- ------- ------- ------
NET INCOME $ 4,358 $ 1,458 $ 8,846 $ 4,186
======= ======== ======== ========
EARNINGS PER COMMON AND COMMON EQUIVALENT
SHARE:
Income Before Extraordinary Item $ 0.18 $ 0.07 $ 0.40 $ 0.20
Extraordinary Item - - (0.02) -
-------- -------- ------- --------
Net Income $ 0.18 $ 0.07 $ 0.38 $ 0.20
======== ======= ======== ========
COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING 24,313 21,179 23,015 20,844
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands Except Par Value Amounts)
<TABLE>
SEPTEMBER 29, DECEMBER 30,
1995 1994
(UNAUDITED)
-------------- ---------
<CAPTION>
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $25,313 $20,211
Accounts receivable, net 27,919 24,669
Inventories, net 29,006 20,047
Prepaid expenses 2,789 2,157
Deferred income taxes, net 246 528
------- --------
Total current assets 85,273 67,612
------- --------
PROPERTY, PLANT & EQUIPMENT, NET 26,068 26,238
------- --------
OTHER ASSETS
Goodwill, net 13,653 14,911
Deferred income taxes, net 2,376 3,395
Other assets 1,951 2,240
------- --------
Total other assets 17,980 20,546
------- --------
$129,321 $114,396
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 2,753 $ 1,820
Accounts payable and accrued liabilities 36,742 25,446
------- --------
Total current liabilities 39,495 27,266
LONG-TERM DEBT 30,385 7,368
LEASE LIABILITIES 6,252 6,421
CONVERTIBLE SUBORDINATED DEBENTURES - 33,383
------- --------
TOTAL LIABILITIES 76,132 74,438
------- --------
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01; 1,000,000 shares
authorized; none issued
Common stock, par value $.01; 80,000,000 shares authorized;
22,365,033 issued and outstanding in 1995 (20,302,654
shares in 1994) 223 203
Additional paid-in capital 37,146 27,190
Retained earnings 16,014 13,521
Foreign currency translation adjustment (194) (956)
------ ------
TOTAL SHAREHOLDERS' EQUITY 53,189 39,958
------- --------
$129,321 $114,396
======== ========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
THIRTY-NINE WEEKS ENDED
SEPT. 29, SEPT. 30,
1995 1994
-------- -------
<CAPTION>
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 8,846 $ 4,186
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,881 3,786
Other non-cash charges 3,837 2,350
Changes in operating assets and liabilities:
Increase in accounts receivable (3,219) (576)
Increase in inventories and prepaid expenses (12,697) (6,018)
Increase in accounts payable and accrued
liabilities 13,654 1,544
-------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,212 5,272
-------- -------
INVESTING ACTIVITIES:
Purchases of property, plant & equipment (4,670) (3,430)
Proceeds from sale of property, plant & equipment 1,522 -
(Increase) decrease in other assets 1,027 (303)
------ -------
NET CASH USED IN INVESTING ACTIVITIES (2,121) (3,733)
------- -------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 24,375 3,600
Repurchase of convertible subordinated debentures (24,505) (520)
Principal payments on debt and capital leases (1,306) (958)
Proceeds from exercises of stock options 2,663 201
Repurchase of common stock (8,307) -
------- -----
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (7,080) 2,323
------- -----
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS 91 362
------ -----
INCREASE IN CASH AND EQUIVALENTS 5,102 4,224
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 20,211 10,146
------ ------
CASH AND EQUIVALENTS, END OF PERIOD $25,313 $14,370
======= =======
</TABLE>
[FN]
NONCASH FINANCING ACTIVITIES:
In May 1995, holders of the Company's Debentures with a principal amount of
$9,121,000 converted the Debentures into 1,972,085 shares of the Company's
common stock.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 29, 1995
1. BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have
been prepared in accordance with generally accepted accounting principles for
interim financial reporting and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Certain information and footnote disclosures required by
generally accepted accounting principles for complete financial statements have
been condensed or omitted.
In the opinion of management, the accompanying financial statements include
all adjustments (consisting of normal recurring accruals) considered necessary
to present fairly the financial position, results of operations, and cash flows
of the Company. The results of operations for the thirteen and thirty-nine
weeks ended September 29, 1995 are not necessarily indicative of the results
that may be expected for fiscal year 1995. For further information, these
Condensed Consolidated Financial Statements should be read in conjunction with
the financial statements and notes thereto included in the Company's 1994 Annual
Report to Shareholders and Form 10-Q for the thirteen week period ended June 30,
1995.
Certain amounts in the prior period financial statements have been
reclassified to be consistent with the method of presentation used in the
current period financial statements.
2. INVENTORIES, NET
The components of inventory, net of allowances for slow-moving and obsolete
inventory, are as follows ($000s):
September December
29, 30,
1995 1994
------- -------
Raw materials $16,893 $11,016
Work in process 4,401 3,174
Finished goods 7,712 5,857
------- --------
$29,006 $20,047
======= ========
3. PROPERTY, PLANT & EQUIPMENT, NET
Accumulated depreciation on property plant and equipment was $24,695,000
and $25,019,000 at September 29, 1995 and December 30, 1994, respectively.
On June 2, 1995, the Company sold its Pompano Beach, Florida facility.
Proceeds totaled approximately $1.5 million, resulting in a pretax gain of
approximately $278,000.
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities are as follows
($000s):
September December
29, 30,
1995 1994
--------- -------
Accounts payable $17,468 $10,123
Accrued liabilities:
Compensation and Benefits 9,040 7,685
Income Taxes Payable 2,237 1,449
Warranty Reserve 1,294 679
Other 6,703 5,510
-------- -------
$36,742 $25,446
========= ========
5. LONG-TERM DEBT
On April 4, 1995, the Company entered into an unsecured credit agreement
with First Union National Bank of Florida ("First Union") which provides for a
$25 million seven-year term loan and a $20 million three-year revolving line of
credit. Proceeds from the term loan were used to redeem the Company's
Convertible Subordinated Debentures (the "Debentures").
In May 1995, the Company entered into an Interest Rate Collar Agreement
with First Union, which set boundaries for the interest payment terms on its $25
million term loan. The agreement placed a ceiling of 9.75% on the Company's
floating rate option in exchange for First Union's ability to elect a fixed rate
option of 8.25%. In June 1995, First Union exercised its option to receive
interest at the fixed rate.
The line of credit agreement provides for interest at either .75% above
the London Interbank Offered Rate ("LIBOR") or at the Prime rate minus .50%
and it includes a commitment fee of .25% of the unused balance.
6. CONVERTIBLE SUBORDINATED DEBENTURES
On May 5, 1995, the Company called for redemption all of the remaining
$33.4 million of its 9.5% Debentures due May 15, 1997. The Debentures were
redeemed for an aggregate amount of $1,054.86 per $1,000 of principal amount
(consisting of a redemption payment of $1,010 plus accrued and unpaid interest
of $44.86). As a result of the redemption, holders of Debentures with a
principal amount of $9,121,000 elected to convert the Debentures, pursuant to
the terms of the Debentures, into 1,972,085 shares of the Company's common stock
while the balance of $24,262,000 was redeemed. The redemption resulted in an
after-tax loss of approximately $397,000, consisting of a 1% redemption
premium of $165,000 and the write-off of unamortized financing costs of
$232,000.
7. INCOME TAXES
The provision for income taxes reflects federal, state, and foreign taxes
currently payable. The effective income tax rate on pretax earnings differs
from that computed at the United States federal statutory rate for the following
reasons:
Thirty-Nine Weeks
Ended
Sept. Sept.
29, 30,
1995 1994
------ ------
Provision computed at United
States federal statutory rate 34.0% 34.0%
Effect of state income taxes 3.7 8.0
Amortization of goodwill 0.3 0.8
Foreign tax effects (2.6) (1.9)
Change in the valuation allowance (7.7) (8.1)
Other 0.3 1.2
----- -----
Effective tax rate 28.0% 34.0%
===== =====
8. SHAREHOLDERS' EQUITY
During the thirty-nine weeks ended September 29, 1995, the Company
repurchased and retired a total of 1,138,000 shares of its common stock pursuant
to a share buy-back plan announced in May 1995. According to the plan, the
Company intends to repurchase from time to time up to an aggregate of 2,000,000
shares through open market transactions. The excess of the cost of shares
repurchased over par value was allocated to additional paid-in capital based on
the per share amount of additional paid-in capital for all shares and any
remaining additional amount relating to repurchase was charged to retained
earnings.
During the thirty-nine weeks ended September 29, 1995, approximately
1,343,000 options for common stock issued to members of the board of directors,
employees and former employees were exercised at prices ranging from $1.75 to
$4.875.
<PAGE>
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The Company reported strong earnings for the thirteen and thirty-nine weeks
ended September 29, 1995 reflecting continued growth in sales and the progress
made in cost reduction efforts compared to the same periods ended September 30,
1994. Operating income doubled in the third quarter to $6.1 million compared to
$3.0 million a year ago. Selling, general and administrative expenses remained
at relatively the same levels while research and development expenses for the
thirteen and thirty-nine weeks ended September 29, 1995 increased 50% over both
comparable prior year periods as the Company increased its investment in product
development.
RESULTS OF OPERATIONS
The following table displays sales by product category for the thirty-nine
weeks ended September 29, 1995 and September 30, 1994:
(DOLLARS IN THOUSANDS)
SEPT. 29, SEPT. 30,
1995 1994
-------- --------
Power Conversion $112,293 $84,454
81.0% 74.7%
Industrial Automation 11,868 14,793
8.6% 13.1%
Computer Systems 14,357 13,753
10.4% 12.2%
-------- --------
Total $138,518 $113,000
======== ========
Sales for the thirteen and thirty-nine weeks ended September 29, 1995
increased $10.0 million (27%) and $25.5 million (23%), respectively, over the
comparable prior year periods, reflecting strong performance in the Power
Conversion division. Power Conversion's sales improved 33% from increased
worldwide demand particularly in the communications marketplace as the Company
continued to gain a significant share of new OEM customer programs in networking
and telecommunications product applications. Industrial Automation's sales were
down from prior year due to a decrease in utility customer orders while Computer
Systems' sales showed a slight increase over the prior year periods.
The recent strong growth in the Power Conversion business requires
expansion of production capabilities and, to address this requirement, the
Company is currently increasing its manufacturing presence in China by hiring
additional employees and investing in plant and equipment.
Gross profit for the thirteen and thirty-nine weeks ended September 29,
1995 increased by $4.6 million and $10.1 million, respectively, over the
comparable prior year periods. Likewise, gross margins improved to 39.2% and
37.6%, respectively, for the thirteen and thirty-nine weeks ended September 29,
1995 compared to the 37.3% and 37.1% reported for the same periods in 1994. This
performance improvement stemmed from the continued focus on manufacturing cost
reduction and process improvement and the favorable effect of the higher volumes
on fixed cost per unit. These factors were sufficient to overcome price
increases paid for certain components in the midst of significant demand across
the electronics marketplace and an increasing proportion of sales to OEM
customers at lower overall margins. Price increases for certain components are
expected to continue at least through the end of the fiscal year.
Selling, general and administrative (SG&A) expenses for the thirteen and
thirty-nine weeks ended September 29, 1995 remained level with the comparable
prior year periods. However, SG&A expenses as a percentage of revenue decreased
from approximately 22% for both the comparable prior year periods to
approximately 18% for the thirteen and thirty-nine weeks ended September 29,
1995 due to the Company's continued focus on cost control and the effect of
significantly higher sales volume.
Research and development (R&D) expenses for the thirteen and thirty-nine
weeks ended September 29, 1995 increased $1.3 million (51%) and $4.0 million
(50%), respectively, over the same periods a year ago, as a result of the
Company's increased investment in product development in each of its product
categories driven by both new standard and custom product development programs.
Despite the continued increase in R&D spending, operating expenses as a
percentage of sales year to date declined to approximately 27% in 1995 from the
29% reported a year ago.
The provision for income taxes as a percentage of pretax income for the
thirty-nine weeks ended September 29, 1995 decreased to 28% from 34% for the
comparable prior year period. The effective tax rate for 1995 decreased
primarily due to a favorable change in the pattern of earnings between domestic
and overseas operations. In addition, a net decrease in the valuation allowance
resulted from a higher than expected utilization of deferred tax assets.
See Note 7 to the Condensed Consolidated Financial Statements for the Company's
effective tax rate reconciliation.
LIQUIDITY AND CAPITAL RESOURCES
Cash and equivalents increased to $25.3 million at September 29, 1995 from
$20.2 million at December 30, 1994 as a result of increased cash flow from
operations, proceeds from the sale of the Pompano Beach, Florida facility and
from exercises of stock options partially offset by the repurchase of
1,138,000 shares of the Company's common stock for $8.3 million and purchases of
plant and equipment.
Inventories, net increased $9.0 million (45%) from December 30, 1994
primarily in the Power Conversion division in support of higher sales and to
protect against component shortages being experienced in the electronics
marketplace. Accounts payable increased $7.5 million in support of the
increased inventory levels.
Foreign currency translation adjustment decreased by approximately $0.8
million due to the impact of a weaker U.S. dollar on the translation of net
assets denominated in European currencies.
Net cash provided by operations increased to $14.2 million for the thirty-
nine weeks ended September 29, 1995 from $5.3 million for the thirty-nine weeks
ended September 30, 1994 as a result of higher income from operations and lower
overall investment in net operating assets.
Net cash used in investing activities decreased to $2.1 million for the
thirty-nine weeks ended September 29, 1995 from $3.7 million for the thirty-nine
weeks ended September 30, 1994 due to proceeds of $1.5 million from the sale
of the Pompano Beach, Florida facility.
Net cash used in financing activities for the thirty-nine weeks ended
September 29, 1995 of $7.1 million consists of the issuance of the $25 million
seven-year term loan, net of debt issuance costs, and the proceeds from the
exercise of stock options partially reduced by the repurchase of $24.3 million
of the Company's Debentures, the repurchase of 1,138,000 shares of the Company's
common stock for $8.3 million and by long-term debt principal repayments. Net
cash provided by financing activities for the thirty-nine weeks ended September
30, 1994 of $2.3 million includes the issuance of a $3.6 million mortgage loan
partially reduced by the repurchase of $520,000 of Debentures and by long-term
debt principal repayments.
As of September 29, 1995, no amounts have been drawn on the Company's $20
million revolving line of credit. The Company believes its available credit
line, its cash flow from operations, and other financing activities are adequate
to fund its working capital requirements for the remainder of the fiscal year.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of the Shareholders held April 27, 1995, the election
of seven directors to hold office until the Annual Meeting of Stockholders in
1996 and until their respective successors have been duly elected and qualified
was submitted for a vote of the holders of the Company's common stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit No. 11 -- Computation of earnings per common share.
Exhibit No. 27 -- Financial Data Schedule.
(B) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the thirteen-week
period ended September 29, 1995.
<PAGE>
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.
COMPUTER PRODUCTS, INC.
-----------------------
(Registrant)
DATE: November 10, 1995 BY: /s/ Richard J. Thompson
-----------------------
Richard J. Thompson
Vice President Finance
Chief Financial Officer
<TABLE>
EXHIBIT NO. 11
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE-PRIMARY
(In Thousands)
THIRTEEN WEEKS THIRTY-NINE WEEKS
ENDED ENDED
SEPT. 29, SEPT. 30, SEPT. 29, SEPT. 30,
1995 1994 1995 1994
------ ------ ------- -------
<CAPTION>
<S> <C> <C> <C> <C>
Weighted average number of shares
outstanding 22,522 20,240 21,622 20,208
Net effect of dilutive stock
options--based on the treasury
stock method using average market price 1,791 939 1,393 636
------ ------ ------- -------
Common and common equivalent
shares outstanding 24,313 21,179 23,015 20,844
====== ====== ======= ======
</TABLE>
<PAGE>
<TABLE>
EXHIBIT NO. 11
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE-FULLY DILUTED
(In Thousands Except Per Share Data)
THIRTEEN WEEKS THIRTY-NINE WEEKS
ENDED ENDED
SEPT. 29, SEPT. 30, SEPT. 29, SEPT.30,
1995 1994 1995 1994
--------- --------- ---------- --------
<CAPTION>
<S> <C> <C> <C> <C>
Shares outstanding 22,365 20,278 22,365 20,278
Net effect of dilutive stock options -
based on the treasury stock method
using the greater of month-end market
price or average market price 1,885 999 1,756 952
Assumed conversion of convertible
subordinated debentures - 7,218 - 7,218
------ ------- ------- -------
Totals 24,250 28,495 24,121 28,448
====== ======= ======= =======
* * * * *
Income before extraordinary item $4,358 $1,458 $ 9,243 $4,186
Add convertible debenture interest
and amortization, net of applicable
income taxes - 557 788 1,675
------ ------- ------- ------
$4,358 $2,015 $10,031 $5,861
====== ======= ======= ======
Per share amounts $ 0.18 $ 0.07 $ 0.42 $ 0.21
======= ======= ======= ======
* * * * *
Net income $4,358 $1,458 $8,846 $4,186
Add convertible debenture interest
and amortization, net of applicable
income taxes - 557 788 1,675
------ ------- ------- ------
$4,358 $2,015 $9,634 $5,861
====== ======= ======= ======
Per share amounts $ 0.18 $ 0.07 $ 0.40 $ 0.21
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-29-1995
<PERIOD-END> SEP-29-1995
<CASH> 25,313
<SECURITIES> 0
<RECEIVABLES> 29,348
<ALLOWANCES> 1,429
<INVENTORY> 29,006
<CURRENT-ASSETS> 85,273
<PP&E> 50,763
<DEPRECIATION> 24,695
<TOTAL-ASSETS> 129,321
<CURRENT-LIABILITIES> 39,495
<BONDS> 30,385
<COMMON> 37,369
0
0
<OTHER-SE> 15,820
<TOTAL-LIABILITY-AND-EQUITY> 129,321
<SALES> 138,518
<TOTAL-REVENUES> 138,518
<CGS> 86,451
<TOTAL-COSTS> 86,451
<OTHER-EXPENSES> 37,490
<LOSS-PROVISION> 187
<INTEREST-EXPENSE> 2,535
<INCOME-PRETAX> 12,837
<INCOME-TAX> 3,594
<INCOME-CONTINUING> 9,243
<DISCONTINUED> 0
<EXTRAORDINARY> 397
<CHANGES> 0
<NET-INCOME> 8,846
<EPS-PRIMARY> .38
<EPS-DILUTED> .38
</TABLE>
