<PAGE>
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-9859
BANCTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1559633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4435 SPRING VALLEY ROAD, DALLAS, TX 75244
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE, 214/450-7700
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
----------- -----------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
OUTSTANDING AT
CLASS AUGUST 5, 1996
----- --------------------
Common Stock, $.01 par value 20,410,740
<PAGE>
BANCTEC, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------- -----------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents including restricted amounts of $644 at
June 30, 1996 and $1,547 at December 31, 1995 $ 20,045 $ 22,010
Short-term investments including restricted amounts of $4,551 at
June 30, 1996 and $4,851 at December 31, 1995 4,551 4,864
Accounts receivable, less allowance for doubtful accounts of
$10,898 at June 30, 1996 and $11,571 at December 31, 1995 131,151 106,189
Inventories 89,889 76,930
Current deferred tax asset 16,764 16,764
Other current assets 9,695 9,109
-------- --------
TOTAL CURRENT ASSETS 272,095 235,866
PROPERTY, PLANT AND EQUIPMENT - NET 79,998 75,557
EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESSES,
less accumulated amortization of $22,320 at June 30, 1996 and
$19,685 at December 31, 1995 95,991 91,503
OTHER INTANGIBLE ASSETS, less accumulated amortization of
$7,137 at June 30, 1996 and $6,814 at December 31, 1995 1,034 1,607
LONG-TERM DEFERRED TAX ASSET 23,390 23,390
OTHER ASSETS 11,578 12,425
-------- --------
$484,086 $440,348
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facilities $ 42,592 $ 21,542
Current maturities of long-term debt 11,429 13,593
Trade accounts payable 25,851 24,243
Other accrued expenses and liabilities 89,404 87,098
Deferred revenue 38,216 38,024
Income taxes payable 13,612 4,280
-------- --------
TOTAL CURRENT LIABILITIES 221,104 188,780
-------- --------
LONG-TERM DEBT, less current maturities 71,240 82,972
-------- --------
OTHER LIABILITIES 11,892 12,395
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock-authorized 1,000 shares OF $.01 par value:
Series A - no shares issued and outstanding - -
Series B - no shares issued and outstanding - -
Common stock-authorized, 45,000 shares of $.01 par value;
issued and outstanding, 20,398 at June 30, 1996 and 19,919
at December 31, 1995 204 199
Treasury stock (388) (388)
Additional paid-in-capital 196,459 191,709
Accumulated deficit (11,186) (29,134)
Foreign currency translation adjustments (2,528) (2,866)
Unearned compensation (2,711) (3,319)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 179,850 156,201
-------- --------
$484,086 $440,348
======== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
-2-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 25, JUNE 30, JUNE 25,
1996 1995 1996 1995
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Equipment and software $ 74,417 $ 63,420 $155,021 $140,455
Maintenance and other services 59,577 61,239 119,026 122,647
-------- -------- -------- --------
133,994 124,659 274,047 263,102
-------- -------- -------- --------
COST OF SALES:
Equipment and software 49,804 41,820 104,601 97,238
Maintenance and other services 44,121 46,285 89,033 91,841
-------- -------- -------- --------
93,925 88,105 193,634 189,079
-------- -------- -------- --------
GROSS PROFIT 40,069 36,554 80,413 74,023
-------- -------- -------- --------
OPERATING EXPENSES:
Product development 4,094 4,199 8,002 9,823
Selling, general &
administrative 18,422 22,155 38,231 49,212
Goodwill amortization 1,409 1,712 2,621 4,543
-------- -------- -------- --------
23,925 28,066 48,854 63,578
-------- -------- -------- --------
INCOME FROM OPERATIONS 16,144 8,488 31,559 10,445
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 300 835 574 1,613
Interest expense (1,829) (2,543) (4,073) (5,274)
Sundry-net (140) 518 (19) 1,159
-------- -------- -------- --------
(1,669) (1,190) (3,518) (2,502)
-------- -------- -------- --------
INCOME BEFORE INCOME
TAXES 14,475 7,298 28,041 7,943
INCOME TAX PROVISION 5,209 3,619 10,093 3,719
-------- -------- -------- --------
NET INCOME $ 9,266 $ 3,679 $ 17,948 $ 4,224
======== ======== ======== ========
NET INCOME PER SHARE:
Primary $0.45 $0.18 $0.87 $0.21
Fully diluted $0.44 $0.18 $0.85 $0.21
COMMON SHARES AND COMMON
SHARE EQUIVALENTS USED IN
COMPUTING PER SHARE AMOUNTS:
Primary 20,658 20,169 20,591 19,967
Fully diluted 22,213 20,240 22,298 20,002
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, JUNE 25,
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 17,948 $ 4,224
Adjustments to reconcile net income to cash flows
provided by (used in) operating activities:
Recognition net loss for the five months ended
March 26, 1995 - (2,889)
Depreciation and amortization 16,810 22,840
Deferred income tax benefit - (3,483)
Disposition of property, plant and equipment - 2,026
Other non-cash items 17 674
(Increase) decrease in accounts receivable (28,400) 4,731
Increase in inventories (13,729) (964)
Increase in other assets (966) (5,418)
Increase (decrease) in trade accounts payable 4,522 (5,568)
Increase in deferred revenue 638 4,694
Increase in other accrued expenses
and liabilities 12,833 17,191
Recognition change in other operating activities for
the five months ended March 26, 1995 - 9,286
-------- --------
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES 9,673 47,344
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (18,368) (20,643)
Purchase of businesses, net of cash acquired (7,136) (2,857)
Additions to capitalized software - (651)
Other 34 981
Recognition change in other investing activities for
the five months ended March 26, 1995 - (6,365)
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES (25,470) (29,535)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of current portion of long-term debt and
capital lease obligations (8,311) (8,984)
Payments of long-term borrowings (5,350) -
Proceeds from short-term borrowings 28,000 5
Payments of short-term borrowings (6,500) (49)
Repurchase of common stock - (574)
Proceeds from sales and issuances of common stock 5,578 1,670
Other - (2)
Recognition change in other financing activities for the
five months ended March 26, 1995 - (23)
-------- --------
CASH FLOWS (USED IN) PROVIDED BY FINANCING
ACTIVITIES 13,417 (7,957)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 415 656
-------- --------
NET (DECREASE )INCREASE IN CASH AND CASH EQUIVALENTS (1,965) 10,508
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 22,010 42,997
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 20,045 $ 53,505
======== ========
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the period for:
Interest $ 2,483 $ 5,438
Income taxes 1,118 2,947
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION AND OTHER ACCOUNTING INFORMATION:
The Company currently uses calendar quarters for quarterly reporting. The
Company's fiscal year ends on December 31. Prior to December 31, 1995, the
Company used a 52/53 week fiscal calendar ending on or about March 31.
The consolidated balance sheet at June 30, 1996, and the consolidated
statements of operations and cash flows for the interim periods ending June
30, 1996 and June 25, 1995, included herein are unaudited; however, they
reflect all adjustments which are, in the opinion of management, necessary
for a fair presentation of the results of operations. All such adjustments
are of a normal recurring nature.
The Company's consolidated statements of operations and cash flows for the
interim period ending June 25, 1995, have been restated to reflect its
merger with Recognition International Inc., ("Recognition"), under the
pooling of interests method of accounting. The amounts reported for the six
months ended June 25, 1995 include the Company's consolidated results for
the three months ended June 25, 1995, combined with BancTec's separate
results for the three months ended March 26, 1995 and Recognition's
separate results for the three months ended October 31, 1994.
Net income per common share is based upon the weighted average number of
outstanding shares during the period. The number of outstanding shares of
common stock has been adjusted to reflect the dilutive effect of all
outstanding stock options and convertible subordinated debentures, when
applicable.
2. INVENTORIES CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Raw Materials $ 24,871 $ 22,644
Work-in-progress 29,818 20,195
Finished goods 35,200 34,091
-------- --------
$ 89,889 $ 76,930
======== ========
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
---------- ------------
1996 1995
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
Land $ 3,030 $ 2,062
Field support spare parts 94,142 96,657
Machinery and equipment 63,121 63,663
Furniture, fixtures and other 28,874 26,515
Building 23,030 23,693
--------- ---------
212,197 212,590
Accumulated depreciation (132,199) (137,033)
--------- ---------
$ 79,998 $ 75,557
========= =========
</TABLE>
-5-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
4. OTHER ACCRUED EXPENSES AND LIABILITIES CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
--------- ------------
(IN THOUSANDS)
<S> <C> <C>
Salaries, wages and other compensation $17,850 $19,604
Accrued taxes, other than income taxes 5,223 6,391
Advances from customers 22,101 16,340
Accrued invoices and costs 7,545 2,949
Accrued merger charges and other costs 17,746 25,426
Other 18,939 16,388
------- ------
$89,404 $87,098
======= =======
</TABLE>
5. CHARGES
During the nine months ended December 31, 1995, the Company incurred pretax
charges of $85.2 million for the integration of the Comany and Recognition.
During prior periods, Recognition had incurred various pretax charges to
consolidate certain operations and close its Charlotte, North Carolina facility.
At December 31, 1995, the Company had accruals of approximately $23.4 million
recorded in other accrued expenses and liabilities for remaining obligations
related to these charges.
At June 30, 1996, the Company's remaining accruals relating to these charges
were approximately $15 million. The decrease from December 31, 1995 primarily
resulted from the payment of temination benefits of $3.9 million, lost contracts
of $1.6 million and professional fees of $2 million during the six months ended
June 30, 1996.
-6-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1996 WITH THE COMBINED THREE MONTHS
- -----------------------------------------------------------------------------
ENDED JUNE 25, 1995 FOR BANCTEC AND THREE MONTHS ENDED JUNE 30, 1995 FOR
- ------------------------------------------------------------------------
RECOGNITION
- -----------
Total revenue of $134.0 million increased by $9.3 million or 7.5% compared to
the comparable reporting period last year. Revenue from equipment and software
increased by $10.9 million due primarily to additional software revenue from
image and network integration activities. Revenue from maintenance and other
services decreased by $1.6 million due to the scheduled expiration of several
Recognition contracts. The decrease in Recognition maintenance revenue was
partially offset by continued growth in network maintenance services.
Gross profit of $40.1 million was $3.5 million or 9.6% higher than the
comparable period from last year. The current year improvement is due to the
growth in revenue and lower costs in the maintenance area as a result of the
consolidation of the two companies.
Operating expenses of $23.9 million decreased by $4.2 million or 14.9% due
primarily to reduced selling, general and administrative expenses. The
reduction in operating expenses is the result of the merging of the two
companies.
Sundry charges increased by $0.7 million from the prior year due primarily to
the non-recurrance of an exchange gain in the prior year.
The income tax provision of $5.2 million increased by $1.6 million from the
prior year due to the increased income in the current year. The effective
income tax rate has been reduced as domestic losses in Recognition's operating
results for the prior year were not tax benefited due to the uncertainty of
their realization.
Net income of $9.3 million increased by $5.6 million from the prior year. Fully
diluted earnings per share of $0.44 increased by $0.26 from the prior year.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1996 WITH THE COMBINED SIX MONTHS ENDED
- -------------------------------------------------------------------------------
JUNE 25, 1995 FOR BANCTEC, THREE MONTHS ENDED JUNE 30, 1995 FOR RECOGNITION AND
- -------------------------------------------------------------------------------
THREE MONTHS ENDED OCTOBER 31, 1994 FOR RECOGNITION
- ----------------------------------------------------
Total revenue of $274.0 million increased by $11.0 million or 4.2% compared to
the same period in the prior year. Revenues from equipment and software
increased by $14.6 million due to additional software revenues for image,
network integration and community banking offset in part by lower hardware
revenue from several mature product lines at Recognition. Revenue from
maintenance and other services decreased by $3.6 million due to the scheduled
expiration of several Recognition contracts with the decrease partially offset
by continued growth in the network maintenance services.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
---------------------------------------------------------
Gross profit of $80.4 million increased by $6.4 million or 8.6% compared to the
same period in the prior year. Gross profit from equipment and software
increased $7.0 million as a result of the higher revenue in the current year and
a higher margin as a result of the mix of products sold.
Gross profit from maintenance and other services decreased by $0.6 million as
the reduction in Recognition revenues was offset with cost reductions from the
merger and additional network management service revenues.
Operating expenses of $48.9 million were reduced by $14.7 million from the prior
comparable period. The improvement is due to the combination of cost reductions
resulting from the merger and a non-recurring charge of $4.3 million taken by
the Company in the prior year to settle a litigation claim and for
reorganization of its North American operations.
Net sundry expenses for the current period were breakeven compared to an income
of $1.2 million in the same period for the prior year. During the current year
the Company has incurred foreign currency translation losses of $.5 million
while in the prior year there were foreign currency translation gains.
The income tax provision of $10.1 million increased by $6.4 million due to the
increased income in the current year. The effective tax rate has also improved
as a result of the elimination of Recognition's domestic losses which were not
tax benefited in the prior year.
Net income of $17.9 million increased by $13.7 million from the prior year.
Fully diluted earnings per share of $0.85 increased by $0.64 from the prior
year.
LIQUIDITY AND CAPITAL RESOURCES
Funds to support the Company's operations, including capital expenditures, have
been derived from a combination of funds provided by operations, long and short-
term bank financing and, to a lesser extent, by sales of capital stock under
employee stock option and purchase plans.
At June 30, 1996, the Company had the following debt instruments in place: 1)
Term loan, 2) Revolving Credit Facility, 3) 7-1/4% Convertible Subordinated
Debentures and 4) Foreign Bank Loan. The outstanding balance on the Term Loan
at June 30, 1996 was $38 million which is payable in quarterly installments of
$2.7 million with the final payment due on December 31, 1999. The Company has
available a revolving credit facility of $50.0 million with an outstanding
balance of $31.1 million as of June 30, 1996. This balance includes $0.1
million in recognized but unrealized losses resulting from converting certain
notes to foreign currencies which is permitted under its credit agreement. The
Company also has outstanding $43.7 million of 7-1/4% Convertible Subordinated
Debentures as of June 30, 1996. The convertible
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
---------------------------------------------------------
debentures are subordinated to all senior indebtedness with annual sinking fund
requirements of $2.3 million. In March of 1996 the Company purchased $8.0
million of the convertible debentures in the open market thereby fulfilling its
sinking fund obligations for the next three years. A foreign bank loan of $5.5
million which is secured by cash, cash equivalents and short-term investments
was also outstanding as of June 30, 1996. Refer to Note G in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 for a further
discussion of these debt instruments.
The Company also has available uncommitted lines of credit with a group of
banks. Under these uncommitted lines, the Company had outstanding $6.0 million
in obligations as of June 30, 1996.
Cash requirements for completion of the Recognition merger are expected to be
met with funds from operations.
The Company's current ratio was 1.2 to 1 as of June 30, 1996. Cash and cash
equivalents decreased by $2.0 million from the start of the current year
primarily as a result of cash used to support operations.
Accounts receivable increased by $25.0 million due to the increased revenue in
the current year and the timing of when that revenue was recognized.
Inventory increased by $13.0 million due to a combination of inventory purchased
to support the planned move and consolidation of the Company's manufacturing
facility and higher finished goods levels in support of several contracts with
longer development cycles.
The excess of cost over net assets of acquired businesses increased by $4.5
million reflecting the purchase in March of the Company's joint venture
partners' remaining interest in the ScanData Joint Venture less the scheduled
amortization of costs.
The balance in the revolving credit facility increased by $21.1 million since
December 31, 1995 as a result of funds utilized to purchase the joint venture
interest, the purchase of convertible debentures in the open market and funds
used for on-going operating needs.
Current maturities of long-term debt decreased by $2.2 million as a result of
the Company meeting its convertible debentures sinking fund obligations through
the purchase of debentures in the open market.
The income tax payable liability increased by $9.3 million due to the Company's
strong first half financial performance.
The balance in long-term debt decreased by $11.7 million as a result of the
normal scheduled quarterly debt payments and the purchase of convertible
debentures in the open market.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
---------------------------------------------------------
Additional paid-in capital increased by $4.8 million primarily due to stock
options exercised by former executives of the Company.
The Company believes that it has sufficient financial resources available to
support its anticipated requirements to fund operations, and is not aware of any
trends, demands or commitments which would have a material adverse impact on the
Company's long or short-term liquidity.
-10-
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
NONE
ITEM 2. CHANGES IN SECURITIES
---------------------
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
-----------------------------------------------------
The annual meeting of the stockholders of BancTec, Inc. was held on
May 22, 1996. The following items were voted upon:
1. Election of three nominees for directors. The following
individuals were elected director of BancTec, Inc.
Votes For
----------
Grahame N. Clark, Jr. 17,342,254
A.A. Meitz 17,339,097
Michael A. Stone 17,343,132
The following individuals, who were not up for election at this annual
meeting, continue to serve as directors of BancTec, Inc.
Michael E. Faherty
Paul J. Ferri
Rawles Fulgham
Thomas G. Kamp
Norton A. Stuart, Jr.
Merle J. Volding
2. Proposal to approve the replacement of the 1990 Employee Stock
Purchase Plan with the 1996 Employee Stock Purchase Plan.
For: 16,269,591
Against: 770,400
Abstain: 334,034
Not Voted: 2,869,752
-11-
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION - (CONTINUED)
ITEM 5. OTHER INFORMATION
-----------------
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
a) Exhibits
11.1 Computation of Net Income Per Share
27.0 Financial Data (Electronic Filing Only)
b) Reports on Form 8-K
NONE
-12-
<PAGE>
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.
BANCTEC, INC.
/s/ MICHAEL D. KUBIC
-----------------------------------------------
MICHAEL D. KUBIC
VICE PRESIDENT, CONTROLLER AND
ASSISTANT TREASURER
DATED: AUGUST 12, 1996
-13-
<PAGE>
EXHIBIT 11.1
BANCTEC, INC.
COMPUTATION OF NET INCOME PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 25, JUNE 30, JUNE 25,
1996 1995 1996 1995
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
PRIMARY:
- --------
Net Income $ 9,266,000 $ 3,679,000 $17,948,000 $ 4,224,000
=========== =========== =========== ===========
Shares outstanding beginning of period 20,254,087 20,059,588 19,918,735 19,723,786
Treasury stock held during the year (29,936) (362,936) (29,936) (354,047)
Shares issued during the period and shares issued
from assumed exercise of stock options reduced
by number of shares which could have been
purchased with proceeds from exercise of such
options and unearned compensation on restricted
stock awards 433,621 472,753 701,707 596,820
----------- ----------- ----------- -----------
Weighted average number of shares outstanding,
as adjusted 20,657,772 20,169,405 20,590,506 19,966,559
=========== =========== =========== ===========
Primary net income per common and common
equivalent share $ 0.45 $ 0.18 $ 0.87 $ 0.21
=========== =========== =========== ===========
FULLY DILUTED:
- --------------
Net Income $ 9,266,000 $ 3,679,000 $17,948,000 $ 4,224,000
Add after tax interest expense applicable to
7 1/4% convertible subordinated debentures 507,000 472,000 1,086,000 1,391,000
----------- ----------- ----------- -----------
Net Income, as adjusted $ 9,773,000 $ 4,151,000 $19,034,000 $ 5,615,000
=========== =========== =========== ===========
Shares outstanding beginning of period 20,254,087 20,059,588 19,918,735 19,723,786
Treasury stock held during the year (29,936) (362,936) (29,936) (354,047)
Shares issued during the period and shares issued
from assumed exercise of stock options reduced
by number of shares which could have been
purchased with the proceeds from exercise of
such options and unearned compensation on
restricted stock awards 450,438 542,963 770,798 631,925
----------- ----------- ----------- -----------
Weighted average number of shares
outstanding, as adjusted excluding 7 1/4%
convertible subordinated debentures 20,674,589 20,239,615 20,659,597 20,001,664
=========== =========== =========== ===========
Fully diluted income per common and common
equivalent share excluding 7 1/4% convertible
subordinated debentures $ 0.45 $ 0.18 $ 0.87 $ 0.21
=========== =========== =========== ===========
Weighted average shares issuable assuming conversion
of 7 1/4% convertible subordinated debentures 1,538,720 1,821,920 1,638,307 1,821,920
Weighted average number of shares outstanding as
adjusted 22,213,309 22,061,535 22,297,904 21,823,584
----------- ----------- ----------- -----------
Fully diluted net income per common and common
equivalent share $ 0.44 $ 0.19 $ 0.85 $ 0.26
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, STATEMMENT OF OPERATIONS AND NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 DEC-26-1994
<PERIOD-END> JUN-30-1996 JUN-25-1995
<CASH> 20,045 0
<SECURITIES> 4,551 0
<RECEIVABLES> 142,049 0
<ALLOWANCES> (10,898) 0
<INVENTORY> 89,889 0
<CURRENT-ASSETS> 272,095 0
<PP&E> 212,097 0
<DEPRECIATION> (132,199) 0
<TOTAL-ASSETS> 484,086 0
<CURRENT-LIABILITIES> 221,104 0
<BONDS> 71,240 0
0 0
0 0
<COMMON> 204 0
<OTHER-SE> 179,646 0
<TOTAL-LIABILITY-AND-EQUITY> 484,086 0
<SALES> 155,021 140,455
<TOTAL-REVENUES> 274,047 263,102
<CGS> 104,601 97,238
<TOTAL-COSTS> 193,634 189,079
<OTHER-EXPENSES> 48,854 63,578
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 4,073 5,274
<INCOME-PRETAX> 28,041 7,943
<INCOME-TAX> 10,093 3,719
<INCOME-CONTINUING> 17,948 4,224
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 17,948 4,224
<EPS-PRIMARY> 0.87 0.21
<EPS-DILUTED> 0.85 0.21
</TABLE>
