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 28, 1996
-------------
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
-------------------------------------------------------------
(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 July 26, 1996, was 23,512,754 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 Twenty-Six Weeks Ended June 28, 1996 and
June 30, 1995 3
Statements of Financial Condition - June 28, 1996
and December 29, 1995 4
Statements of Cash Flows - For the
Twenty-Six Weeks Ended June 28, 1996 and
June 30, 1995 5
Notes to Condensed Consolidated Financial
Statements 6-8
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 9-12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
Exhibit No. 11
Exhibit No. 27
SIGNATURE
<PAGE>
PART I. FINANCIAL INFORMATION
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS TWENTY-SIX WEEKS
ENDED ENDED
JUNE 28, JUNE 30, JUNE 28, JUNE 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
SALES $51,673 $47,316 $102,108 $91,614
COST OF SALES 32,123 29,792 64,180 57,937
------- ------ ------ ------
GROSS PROFIT 19,550 17,524 37,928 33,677
------- ------ ------ ------
EXPENSES:
Selling, general & administrative 8,842 8,527 17,402 17,200
Research & development 4,385 4,249 8,354 8,033
------- ----- ----- -----
13,227 12,776 25,756 25,233
------- ------ ------ ------
OPERATING INCOME 6,323 4,748 12,172 8,444
------- ----- ------ -----
OTHER INCOME (EXPENSE):
Interest expense (654) (823) (1,363) (1,799)
Interest income 258 290 476 539
------- ----- ----- -----
(396) (533) (887) (1,260)
------- ----- ------ -------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
ITEM 5,927 4,215 11,285 7,184
PROVISION FOR INCOME TAXES 1,545 1,349 2,991 2,299
------- ----- ----- -----
INCOME BEFORE EXTRAORDINARY ITEM 4,382 2,866 8,294 4,885
EXTRAORDINARY ITEM - LOSS ON EARLY RETIREMENT
OF DEBT, NET OF INCOME TAX BENEFIT OF $187 - (397) - (397)
------- ----- - -----
NET INCOME $ 4,382 $ 2,469 $ 8,294 $ 4,488
======== ======== ======== ========
EARNINGS PER COMMON AND COMMON EQUIVALENT
SHARE:
PRIMARY-
Income Before Extraordinary Item $ 0.18 $ 0.12 $ 0.34 $ 0.22
Extraordinary Item - (0.02) - (0.02)
---- ------ -- --------
Net Income $ 0.18 $ 0.10 $ 0.34 $ 0.20
======== ======== ======== ========
ASSUMING FULL DILUTION-
Income Before Extraordinary Item $ 0.18 $ 0.12 $ 0.33 $ 0.23
Extraordinary Item - (0.01) - (0.02)
------ ------ -- -------
Net Income $ 0.18 $ 0.11 $ 0.33 $ 0.21
======== ======== ======== =========
COMMON AND COMMON EQUIVALENT SHARES
OUTSTANDING:
Primary 24,508 24,148 24,331 22,504
Fully Diluted 24,691 24,705 24,760 24,645
</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>
<CAPTION>
JUNE 28, DECEMBER 29,
1996 1995
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 27,659 $ 26,650
Accounts receivable, net 30,124 29,933
Inventories, net 30,232 31,236
Prepaid expenses 1,987 2,575
Deferred income taxes, net 253 517
----------- -----------
Total current assets 90,255 90,911
----------- -----------
PROPERTY, PLANT & EQUIPMENT, NET 28,746 27,715
----------- -----------
OTHER ASSETS
Goodwill, net 12,573 13,532
Deferred income taxes, net 2,624 2,521
Other assets 1,589 1,812
----------- -----------
Total other assets 16,786 17,865
----------- -----------
$135,787 $136,491
=========== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 2,667 $ 2,719
Accounts payable and accrued liabilities 28,612 36,200
----------- -----------
Total current liabilities 31,279 38,919
LONG-TERM DEBT 27,965 29,849
LEASE LIABILITIES 6,102 6,201
----------- -----------
TOTAL LIABILITIES 65,346 74,969
----------- -----------
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01; 1,000,000 shares
authorized; none issued
Common stock, par value $.01; 80,000,000 shares
authorized; 23,500,504 issued and outstanding in
1996 (23,052,781 shares in 1995) 235 231
Additional paid-in capital 43,290 40,633
Retained earnings 27,501 20,886
Foreign currency translation adjustment (585) (228)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 70,441 61,522
----------- -----------
$135,787 $136,491
=========== ============
</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>
<CAPTION>
TWENTY-SIX WEEKS ENDED
JUNE 28, JUNE 30,
1996 1995
---------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $8,294 $ 4,488
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,045 2,558
Other non-cash charges 1,606 2,430
Changes in operating assets and liabilities:
Increase in accounts receivable (300) (1,979)
Increase in inventories and prepaid expenses (322) (4,045)
Increase (decrease) in accounts payable
and accrued liabilities (6,162) 7,131
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 6,161 10,583
-------- ---------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,484) (2,694)
Proceeds from sale of property, plant and
equipment 96 1,521
Decrease in other assets 77 70
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES (3,311) (1,103)
-------- ---------
FINANCING ACTIVITIES:
Issuance of long-term debt - 24,375
Repurchase of convertible subordinated
debentures - (24,505)
Principal payments on debt and capital leases (1,979) (1,025)
Proceeds from exercises of stock options 2,217 1,287
Repurchase of common stock (2,032) (646)
-------- ---------
NET CASH USED IN FINANCING ACTIVITIES (1,794) (514)
-------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS (47) 135
INCREASE IN CASH AND EQUIVALENTS 1,009 9,101
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 26,650 20,211
-------- ---------
CASH AND EQUIVALENTS, END OF PERIOD $27,659 $29,312
======== =========
</TABLE>
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)
JUNE 28, 1996
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 twenty-six weeks
ended June 28, 1996 are not necessarily indicative of the results that may be
expected for fiscal year 1996. 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 1995 Annual
Report to Shareholders and Form 10-Q for the thirteen week period ended March
29, 1996.
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 ($000s):
June 28, December 29,
1996 1995
---------- -------------
Raw materials $15,735 $15,350
Work in process 4,527 4,215
Finished goods 9,970 11,671
--------- ------------
$30,232 $31,236
========= =============
3. PROPERTY, PLANT & EQUIPMENT, NET
Accumulated depreciation on property plant and equipment was $27,640,000 and
$25,720,000 at June 28, 1996 and December 29, 1995, respectively.
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities are ($000s):
June 28, December 29,
1996 1995
---------- -------------
Accounts payable $12,705 $17,041
Accrued liabilities:
Compensation and
Benefits 6,199 8,948
Income Taxes Payable 3,102 2,272
Other 6,606 7,939
--------- -------------
$28,612 $36,200
========== ==============
5. INCOME TAXES
The provision for income taxes reflects federal, state, and foreign taxes. The
effective income tax rate on pretax earnings differs from that computed at the
United States federal statutory rate for the following reasons:
Twenty-Six Weeks Ended
June 28, June 30,
1996 1995
---------- -----------
Provision computed at United States
federal statutory rate 35.0% 34.0%
Effect of state income taxes 4.2 4.4
Amortization of goodwill 0.2 0.4
Foreign tax effects (4.1) 1.1
Change in the valuation allowance (9.0) (5.6)
Other 0.2 (2.3)
--------- --------
Effective tax rate 26.5% 32.0%
========= ========
6. EMPLOYEE BENEFIT PLAN
In May, the Company's Board of Directors established a stock purchase plan that
will allow substantially all employees to purchase, through payroll deductions,
shares of the Company's common stock. The Plan became effective July 1, 1996.
7. STOCK REPURCHASES
During the first quarter of 1996, the Company repurchased and retired a total of
197,000 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.
To date, the Company has repurchased and retired a total of 1,335,000 shares of
its common stock. The excess of the cost of shares repurchased over par value
was allocated to additional paid-in capital based on the pro-rata share amount
of additional paid-in capital for all shares issued with the difference charged
to retained earnings.
<PAGE>
COMPUTER PRODUCTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Except for historical information, certain statements in this `Management's
Discussion and Analysis of Results of Operations and Financial Condition''are
forward-looking statements based on the Company's current expectations and are
subject to a number of risks and uncertainties. Actual results may differ
materially from these forward-looking statements depending on the outcome of
certain factors including: general economic conditions and growth in the power
supply industry, competitive factors and pricing pressures, changes in product
mix, the timely development and acceptance of new products, inventory risks due
to shifts in market demand, changes in absorption of manufacturing overhead, and
other risks described in the Company's various Securities and Exchange
Commission reports.
GENERAL
The Company reported strong earnings for the thirteen and twenty-six weeks ended
June 28, 1996 representing continued progress in the Company's efforts to
improve earnings by expanding operations, introducing new products, and
modernizing production facilities. Operating income increased over both
comparable prior year periods ending June 30, 1995 as a result of higher sales
volume and production efficiencies. Selling, general and administrative expenses
as a percentage of sales declined to approximately 17% for the twenty-six weeks
ended June 28, 1996 from 19% a year ago. Research and development expenses were
8.5% of sales which the Company believes to be greater than industry average as
the Company continues to invest in new product design and development for the
rapidly expanding segments of the communications industry.
RESULTS OF OPERATIONS
The following table displays revenues by product category for the twenty-six
weeks ended June 28, 1996 and June 30, 1995:
(DOLLARS IN THOUSANDS)
JUNE 28, JUNE 30,
1996 1995
--------- ----------
Power Conversion $ 87,204 $73,651
85.4% 80.4%
Computer Systems 8,227 9,757
8.1% 10.6%
Industrial Automation 6,677 8,206
6.5% 9.0%
--------- ---------
Total $102,108 $91,614
========== ==========
Sales for the thirteen and twenty-six weeks ended June 28, 1996 increased $4.4
million (9%) and $10.5 million (11.5%), respectively, over the comparable prior
year periods. Power Conversion year-to-date sales improved 18.4% as the Company
continues to gain a significant share of new OEM customer programs in networking
and telecommunications product applications. The Company believes that its
sales growth was limited by a postponement of orders from OEM customers who have
not yet exhausted excess inventory levels. The Company believes that sales will
increase at a greater rate in the second half of the year as this over-inventory
position clears.
Computer Systems sales decreased $1.5 million, or 15.7%, over the prior year-to-
date period. The primary reason for the decrease was the loss of a major
customer who filed for reorganization in the first quarter of 1996. With its
focus on the communications market and a record high backlog level entering into
the third quarter, this division is expected to improve its performance in the
second half of the year.
Industrial Automation year-to-date sales decreased $1.5 million, or 18.6%,
compared to the prior year period due to lower demand from utility customers and
lower than expected sales in the industrial sector. With a shift in focus from
the utility to the industrial market, this division has been concentrating on
developing new products, outsourcing sub-assembly production to reduce
manufacturing costs, and hiring and training a new sales force targeted at the
industrial sector. All these factors are expected to contribute to improved
performance in the second half of the year.
Gross profit for the thirteen and twenty-six weeks ended June 28, 1996 increased
by $2.0 million and $4.3 million, respectively, over the comparable prior year
periods. Gross margins improved to 37.8% and 37.1%, respectively, for the
thirteen and twenty-six weeks ended June 28, 1996 compared to the 37.0% and
36.8% reported for the same periods in 1995. This performance improvement
stemmed from the continued focus on manufacturing cost reduction and process
improvement and a favorable mix of high margin sales.
Selling, general and administrative (SG&A) expenses for the thirteen and twenty-
six weeks ended June 28, 1996 remained level with the comparable prior year
periods. However, SG&A expenses as a percentage of sales decreased from 18% and
19% for the comparable prior year periods to approximately 17% for the thirteen
and twenty-six weeks ended June 28, 1996 due to the Company's continued focus on
cost control and the effect of higher sales volume.
Research and development spending increased 3% compared to the second quarter of
1995 and was 8.5% of sales for the quarter as the Company continues to invest in
new product design and development for the rapidly expanding segments of the
communications industry. The Company expects to maintain its current level of
investment in research and development for the remainder of the year.
The provision for income taxes as a percentage of pretax income for the twenty-
six weeks ended June 28, 1996 decreased to 26.5% from 32% and 28% for the
comparable prior year period and prior fiscal year, respectively. The effective
tax rate for 1996 decreased primarily due to higher income from foreign
operations which are taxed at a lower rate. See Note 5 to the Condensed
Consolidated Financial Statements for the Company's effective tax rate
reconciliation.
LIQUIDITY AND CAPITAL RESOURCES
Cash and equivalents increased to $27.7 million at June 28, 1996 from $26.7
million at December 29, 1995 due mainly to net income for the period and
proceeds of $2.2 million from exercises of stock options partially offset by the
repurchase of 197,000 shares of the Company's common stock for $2.0 million, by
purchases of plant and equipment for $3.5 million and by the $1.5 million
principal installment payment on the Company's $25 million term loan.
Accounts payables decreased to $12.7 million at June 28, 1996 from $17.0 million
at December 29, 1995 due to a reduction in inventories and timing of materials
purchases and vendor payments.
Net cash provided by operations decreased to $6.2 million for the twenty-six
weeks ended June 28, 1996 from $10.6 million for the twenty-six weeks ended June
30, 1995 as a result of reduced growth in receivables and inventory, versus the
increase in sales volume, and decreased accounts payable partially offset by
higher net income.
Net cash used in investing activities increased to $3.3 million for the twenty-
six weeks ended June 28, 1996 from $1.1 million for the twenty-six weeks ended
June 30, 1995 due to proceeds of $1.5 million received in the second quarter of
1995 from the sale of the Pompano Beach, Florida facility. The continued strong
growth in the Power Conversion business has required expansion of production
capabilities, additional workforce and investment in plant and equipment in
China and Ireland.
Net cash used in financing activities for the twenty-six weeks ended June 28,
1996 of $1.8 million consists of the repurchase of 197,000 shares of the
Company's common stock for $2.0 million and long-term debt principal payments
partially offset by $2.2 million proceeds from the exercise of stock options.
Net cash used in financing activities for the twenty-six weeks ended June 30,
1995 of $0.5 million consists of the issuance of the $25 million term loan, net
of debt issuance costs, and the $1.3 million proceeds from the exercise of stock
options, reduced by the repurchase of $24.3 million of the Company's convertible
subordinated debentures, the repurchase of 116,000 shares of the Company's
common stock for $646,000 and by long-term debt principal payments.
As of June 28, 1996, no amounts have been drawn on the Company's $20 million
revolving line of credit. The Company believes its available credit line, its
anticipated funds from operations, and other financing activities will be
adequate to fund its working capital requirements for the remainder of the
fiscal year.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its Annual Meeting of Shareholders on May 2, 1996.
(c) The following matters were voted upon at the Annual Meeting of
Shareholders:
1. The election of the nominees for Directors who will serve for a term to
expire at the Annual Meeting of Shareholders to be held in 1997 was voted
on by the shareholders. The nominees, all of whom were elected, were:
Edward S. Croft, III, Joseph M. O'Donnell, Stephen A. Ollendorff, Phillip
A. O'Reilly, Bert Sager, and Lewis Solomon. The Inspectors of Election
certified the following vote tabulations:
FOR WITHHELD
--- --------
Edward S. Croft, III 20,108,683 96,890
Joseph M. O'Donnell 20,109,364 96,209
Stephen A. Ollendorff 20,105,779 99,794
Phillip A. O'Reilly 20,082,013 123,560
Bert Sager 20,097,729 107,844
Lewis Solomon 20,003,398 202,175
2. A proposal to adopt the 1996 Employee Stock Purchase Plan was approved by
the shareholders. The Inspectors of Election certified the following vote
tabulations:
FOR AGAINST ABSTAIN
--- ------- -------
17,139,156 211,946 42,834
3. A proposal to amend the 1990 Performance Equity Plan to increase the
authorized shares of common stock from 3,000,000 to 4,450,000 was approved
by the shareholders. The Inspectors of Election certified the following
vote tabulations:
FOR AGAINST ABSTAIN
--- ------- -------
10,176,894 6,919,351 68,563
4. A proposal to amend the 1990 Outside Directors' Stock Option Plan to
increase the authorized shares of common stock from 250,000 to 500,000 was
approved by the shareholders. The Inspectors of Election certified the
following vote tabulations:
FOR AGAINST ABSTAIN
--- ------- -------
17,067,233 464,441 80,008
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 June 28, 1996.
<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: August 7, 1996 BY: Richard J. Thompson
-------------------
Richard J. Thompson
Vice President Finance
EXHIBIT NO. 11
COMPUTER PRODUCTS INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE- PRIMARY
(In Thousands)
Thirteen Weeks Twenty-Six Weeks
Ended Ended
June 28, June 30, June 28, June 30,
1996 1995 1996 1995
------- -------- ------- -------
Weighted average number of
shares outstanding 23,321 22,531 23,149 21,059
Net effect of dilutive stock
options--based on the
treasury stock method
using average market price 1,187 1,617 1,182 1,445
------- ------- ------- -------
Common and common equivalent
shares outstanding 24,508 24,148 24,331 22,504
======= ======= ======= =======
<PAGE>
EXHIBIT NO. 11
COMPUTER PRODUCTS INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE--FULLY DILUTED
(In thousands except per share data)
Thirteen Weeks Twenty-Six Weeks
Ended Ended
June 28, June 30, June 28, June 30,
1996 1995 1996 1995
--------- -------- -------- --------
Shares outstanding 23,501 22,803 23,500 22,803
Net effect of dilutive stock
options-based on the treasury
stock method using the greater
of month-end market price or
average market price 1,190 1,902 1,260 1,842
Assumed conversion of convertible
subordinated debentures - - - -
------ ------ ------- -------
Totals 24,691 24,705 24,760 24,645
====== ======= ======= =======
Income before extraordinary item $4,382 $2,866 $8,294 $4,885
Add convertible debentures
interest and amortization,
net of applicable taxes - 212 - 788
------ ------- ------- ------
$4,382 $3,078 $8,294 $5,673
====== ======= ======= ======
Per share amounts $0.18 $0.12 $0.33 $0.23
====== ======= ====== ======
Net income $4,382 $2,469 $8,294 $4,488
Add convertible debentures
interest and amortization,
net of aaplicable taxes - 212 - 788
------- ------- ------- ------
$4,382 $2,681 $8,294 $5,276
======= ======= ======= ======
Per share amounts $0.18 $0.11 $0.33 $0.21
======= ======= ======= ======
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1997
<PERIOD-END> JUN-28-1996
<CASH> 27,659
<SECURITIES> 0
<RECEIVABLES> 31,583
<ALLOWANCES> 1,459
<INVENTORY> 30,232
<CURRENT-ASSETS> 90,255
<PP&E> 56,386
<DEPRECIATION> 27,640
<TOTAL-ASSETS> 135,787
<CURRENT-LIABILITIES> 31,279
<BONDS> 27,965
0
0
<COMMON> 43,525
<OTHER-SE> 26,916
<TOTAL-LIABILITY-AND-EQUITY> 135,787
<SALES> 102,108
<TOTAL-REVENUES> 102,108
<CGS> 64,180
<TOTAL-COSTS> 64,180
<OTHER-EXPENSES> 25,756
<LOSS-PROVISION> 72
<INTEREST-EXPENSE> 1,363
<INCOME-PRETAX> 11,285
<INCOME-TAX> 2,991
<INCOME-CONTINUING> 8,294
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,294
<EPS-PRIMARY> 0.34
<EPS-DILUTED> 0.33
</TABLE>
