<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 September 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, 972/450-7700
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 November 6, 1996
----- ----------------
Common Stock, $.01 par value 20,775,679
<PAGE>
BANCTEC, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents including restricted amounts of $637 at
September 30, 1996 and $1,547 at December 31, 1995 $ 25,307 $ 22,010
Short-term investments including restricted amounts of $4,506 at
September 30, 1996 and $4,851 at December 31, 1995 4,506 4,864
Accounts receivable, less allowance for doubtful accounts of
$10,483 at September 30, 1996 and $11,571 at December 31, 1995 134,675 106,189
Inventories 93,173 76,930
Current deferred tax asset 16,764 16,764
Other current assets 10,412 9,109
-------- --------
TOTAL CURRENT ASSETS 284,837 235,866
PROPERTY, PLANT AND EQUIPMENT - NET 82,910 75,557
EXCESS OF COST OVER NET ASSETS OF ACQUIRED BUSINESSES,
less accumulated amortization of $23,560 at September 30, 1996 and
$19,685 at December 31, 1995 94,518 91,503
LONG-TERM DEFERRED TAX ASSET 23,390 23,390
OTHER ASSETS 12,173 14,032
-------- --------
$497,828 $440,348
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facilities $ 42,651 $ 21,542
Current maturities of long-term debt 11,457 13,593
Trade accounts payable 19,676 24,243
Other accrued expenses and liabilities 97,210 87,098
Deferred revenue 36,461 38,024
Income taxes payable 18,985 4,280
-------- --------
TOTAL CURRENT LIABILITIES 226,440 188,780
-------- --------
LONG-TERM DEBT, less current maturities 68,612 82,972
-------- --------
OTHER LIABILITIES 10,260 12,395
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock-authorized, 1,000,000 shares of $.01 par value:
Series A - no shares issued and outstanding - -
Series B - no shares issued and outstanding - -
Common stock-authorized, 45,000,000 shares of $.01 par value;
issued and outstanding, 20,639,723 at September 30, 1996 and
19,918,735 at December 31, 1995 206 199
Treasury stock (388) (388)
Additional paid-in capital 199,801 191,709
Accumulated deficit (1,890) (29,134)
Foreign currency translation adjustments (2,065) (2,866)
Unearned compensation (3,148) (3,319)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 192,516 156,201
-------- --------
$497,828 $440,348
======== ========
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 24, September 30, September 24,
1996 1995 1996 1995
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
REVENUE:
Equipment and software $ 76,935 $ 72,265 $231,956 $212,720
Maintenance and other services 59,487 62,057 178,513 184,704
-------- -------- -------- --------
136,422 134,322 410,469 397,424
-------- -------- -------- --------
COST OF SALES:
Equipment and software 52,476 49,597 157,077 146,835
Maintenance and other services 43,521 47,615 132,554 139,456
-------- -------- -------- --------
95,997 97,212 289,631 286,291
-------- -------- -------- --------
GROSS PROFIT 40,425 37,110 120,838 111,133
-------- -------- -------- --------
OPERATING EXPENSES:
Product development 4,539 5,054 12,541 14,877
Selling, general & administrative 18,136 20,552 56,367 69,764
Goodwill amortization 1,502 1,779 4,123 6,322
-------- -------- -------- --------
24,177 27,385 73,031 90,963
-------- -------- -------- --------
INCOME FROM OPERATIONS 16,248 9,725 47,807 20,170
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest income 276 624 850 2,237
Interest expense (1,913) (2,374) (5,986) (7,648)
Sundry-net (82) (1,035) (101) 124
-------- -------- -------- --------
(1,719) (2,785) (5,237) (5,287)
-------- -------- -------- --------
INCOME BEFORE INCOME
TAXES 14,529 6,940 42,570 14,883
INCOME TAX PROVISION 5,233 2,283 15,326 6,002
-------- -------- -------- --------
NET INCOME $ 9,296 $ 4,657 $ 27,244 $ 8,881
======== ======== ======== ========
NET INCOME PER SHARE:
Primary $0.45 $0.23 $1.32 $0.44
Fully diluted $0.44 -- $1.29 --
COMMON SHARES AND COMMON
SHARE EQUIVALENTS USED IN
COMPUTING PER SHARE AMOUNTS:
Primary 20,568 20,339 20,581 19,971
Fully diluted 22,306 -- 22,365 --
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, September 24,
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 27,244 $ 8,881
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 26,195 33,978
Deferred income tax benefit - (3,788)
Disposition of property, plant and equipment - 2,188
Other non-cash items 215 4,446
Increase in accounts receivable (28,486) (13,311)
Increase in inventories (17,063) (5,507)
Increase in other assets (1,247) (9,241)
Decrease in trade accounts payable (4,567) (4,817)
Increase (decrease) in deferred revenue (1,142) 5,169
Increase in other accrued expenses
and liabilities 24,120 26,114
Recognition change in other operating activities for the five months
ended March 26, 1995 - 9,286
-------- --------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 25,269 50,509
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (29,379) (31,852)
Purchase of businesses, net of cash acquired (7,136) (2,224)
Additions to capitalized software - (773)
Decrease in short-term investments - (4,480)
Other 34 658
Recognition change in other investing activities for the five months
ended March 26, 1995 - (6,365)
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES (36,481) (45,036)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of current portion of long-term debt and
capital lease obligations (11,089) (13,720)
Payments of long-term borrowings (5,350) -
Proceeds from short-term borrowings 30,390 5
Payments of short-term borrowings (8,600) (1,985)
Repurchase of common stock - (574)
Proceeds from sales and issuances of common stock 8,182 2,863
Other - 328
Recognition change in other financing activities for the five months
ended March 26, 1995 - (23)
-------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES 13,533 (13,106)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 976 (549)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,297 (8,182)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 22,010 42,482
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 25,307 $ 34,300
======== ========
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the period for:
Interest $ 3,471 $ 8,562
Income taxes 1,408 3,337
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1996
(Unaudited)
1. Basis of presentation and other accounting information:
The accompanying unaudited balance sheet at September 30, 1996, and the
consolidated statements of operations and cash flows for the interim
periods ending September 30, 1996 and September 24, 1995 should be read in
conjunction with the consolidated financial statements and notes set forth
in the most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission. In the opinion of management, the accompanying
consolidated financial statements contain all material adjustments,
consisting principally of normal recurring adjustments, necessary for a
fair presentation of the results of operations.
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 Company's consolidated statements of operations and cash flows for the
interim period ending September 24, 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
nine months ended September 24, 1995 include the Company's consolidated
results for the six months ended September 24, 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, where
applicable.
2. Inventories consisted of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(In thousands)
<S> <C> <C>
Raw materials $35,386 $22,644
Work-in-progress 25,730 20,195
Finished goods 32,057 34,091
------- -------
$93,173 $76,930
======= =======
</TABLE>
-5-
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(Unaudited)
3. Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- ------------
(In thousands)
<S> <C> <C>
Land $ 3,030 $ 2,062
Field support spare parts 100,165 96,657
Machinery and equipment 62,713 63,663
Furniture, fixtures and other 29,835 26,515
Building 23,800 23,693
-------- --------
219,543 212,590
Accumulated depreciation (136,633) (137,033)
-------- --------
$ 82,910 $ 75,557
======== ========
</TABLE>
4. Other accrued expenses and liabilities consisted of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(In thousands)
<S> <C> <C>
Salaries, wages and other compensation $ 18,682 $ 19,604
Accrued taxes, other than income taxes 5,359 6,391
Advances from customers 23,975 16,340
Accrued invoices and costs 8,391 2,949
Accrued merger charges and other costs 12,401 25,426
Other 28,402 16,388
-------- ---------
$ 97,210 $ 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 Company 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 September 30, 1996, the Company's remaining accruals relating to these
charges were approximately $11.0 million. The decrease from December 31, 1995
primarily resulted from the payment of termination benefits of $5.1 million,
lost contracts of $3.3 million and professional and legal fees of $2.1 million
during the nine months ended September 30, 1996.
-6-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Comparison of Three Months Ended September 30, 1996 and Three Months Ended
- --------------------------------------------------------------------------
September 24, 1995
- ------------------
Total revenue of $136.4 million increased $2.1 million or 1.6% from the
comparable reporting period last year. Revenue from equipment and software
increased $4.7 million primarily due to additional imaging software revenue and
Plexus software revenue, which was partially offset by lower hardware revenue.
Revenue from maintenance and other services decreased $2.6 million due to the
expiration of several Recognition maintenance service contracts and the sale of
a third party service contract business which were partially offset by growth in
network maintenance revenue.
Gross profit of $40.4 million was $3.3 million or 8.9% higher than the
comparable period last year. The current year improvement is due primarily to
increased software revenue and lower costs of sales in the maintenance area
offset in part by higher manufacturing costs.
Operating expenses of $24.2 million decreased $3.2 million or 11.7% primarily
due to reduced selling, general and administrative expenses. The reduction in
operation expenses is the result of cost savings from the merging of the two
companies.
Net sundry expenses decreased by $1.0 million from the prior year due to the
non-recurrance of exchange losses from the prior year.
The income tax provision of $5.2 million increased $3.0 million from the prior
year due to the increased income in the current year. The effective income tax
rate is expected to be 36% for the current year.
Net income of $9.3 million increased $4.6 million from the prior year. Fully
diluted earnings per share of $0.44 increased $0.21 from the prior year.
Comparison of Nine Months Ended September 30, 1996 with the Combined Nine Months
- --------------------------------------------------------------------------------
Ended September 24, 1995 for BancTec, Six Months Ended September 30, 1995 for
- -----------------------------------------------------------------------------
Recognition and Three Months Ended October 31, 1994 for Recognition
- --------------------------------------------------------------------
Total revenue of $410.5 million increased $13.0 million or 3.3% compared to the
same period in the prior year. Revenue from equipment and software increased
$19.2 million due to additional software revenues for image systems and network
integration, offset in part by lower hardware revenue from several mature
Recognition product lines. Revenue from maintenance and other services decreased
$6.2 million due to the expiration of several Recognition service contracts, and
the sale of a third-party service contract business partially offset by growth
in network maintenance revenue.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
Gross profit of $120.8 million increased $9.7 million or 8.7% compared to the
same reporting period in the prior year . Gross profit from equipment and
software increased $9.0 million due to higher revenues and higher margins in
the mix of products sold. Gross profit from maintenance and other services
increased $0.7 million due to reductions in costs as a result of the merger.
Operating expenses of $73.0 million decreased $17.9 million from the comparable
prior period. The improvement was due to a combination of cost reductions
relating to the merger and the non-recurrance of a $4.3 million charge taken by
the Company in the prior year to settle a litigation claim and to reorganize its
North American operations.
Interest income decreased by $1.4 million due to the use of cash for
restructuring and merger-related expenses. Interest expense decreased $1.7
million due primarily to the purchase of convertible debentures, scheduled
payments under the term loan and lower interest rates.
The income tax provision of $15.3 million increased $9.3 million from the prior
year. The effective tax rate has decreased as a result of the elimination of
Recognition's domestic losses which had no tax benefit in the prior year.
Net income of $27.2 million increased $18.4 million from the prior year. Fully
diluted earnings per share of $1.29 increased $0.85 from the prior year.
Supplemental Revenue Breakdown
The following disclosure on revenues has been provided as additional information
on the breakdown of revenues for the three and nine months ended September 30,
1996.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1996
------------------- -----------------
(Dollars in thousands)
(Unaudited)
<S> <C> <C>
Financial transaction processing systems $ 58,441 $174,728
OEM and support products 11,674 40,301
Plexus 6,820 16,927
-------- --------
Total equipment and software $ 76,935 $231,956
-------- --------
Equipment maintenance 41,350 128,100
Network services 18,137 50,413
-------- --------
Total maintenance and other services $ 59,487 $178,513
-------- --------
Total Revenue $136,422 $410,469
-------- --------
</TABLE>
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
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, short-term bank
financing and, to a lesser extent, by sales of capital stock under employee
stock option and purchase plans.
At September 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 September 30, 1996 was $35.3 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 September 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 September 30, 1996. The
convertible debentures are subordinated to all senior indebtedness with annual
sinking fund requirements of $2.3 million. In March 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
$5.1 million which is secured by cash, cash equivalents and short-term
investments was also outstanding as of September 30, 1996.
The Company also has available uncommitted lines of credit with a group of
banks. Under these uncommitted lines, the Company had outstanding $5.7 million
in obligations as of September 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 1.3 to 1 as of September 30, 1996. Cash and
cash equivalents increased by $3.3 million from the start of the current year
reflecting cash flow from operations, increased borrowings and stock option
exercises offset in part by cash flows used for investment purposes. During the
current quarter the Company received a federal income tax refund of $7.5
million.
Accounts receivable increased by $28.5 million due to the increased revenue in
the current year and the timing of when that revenue was recognized.
Inventory increased by $16.2 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 $3.0
million reflecting the purchase in March 1996 of the Company's joint venture
partners' remaining interest in the ScanData Joint Venture less the scheduled
amortization of costs.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
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, scheduled
repayment of the term loan and funds used for on-going operating needs.
Current maturities of long-term debt decreased by $2.1 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 $14.7 million due to the Company's
higher operating profit in the current year.
The balance in long-term debt decreased by $14.4 million as a result of the
normal scheduled quarterly debt payments and the purchase of convertible
debentures in the open market.
Additional paid-in capital increased by $8.1 million primarily due to stock
options exercised in large part 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
-----------------------------------------------------
NONE
ITEM 5. Other Information
-----------------
a) Executive Retires
William E. Bassett, Executive Vice President, has announced his
decision to retire effective January 3, 1997 after 19 years with the
Company. The Company has no current plans to name a replacement for
Mr. Bassett.
b) Certain Considerations
From time to time, information provided by the Company or statements
made by its employees may contain "forward-looking" information, as
that term is defined in the Private Securities Litigation Reform Act
of 1995 (the "Act"). The Company cautions investors that there can be
no assurances that actual results or business conditions will not
differ materially from those projected or suggested in such forward-
looking statements as a result of various factors, including but not
limited to the following:
. The Company offers its products and services directly and through
indirect distribution channels to customers around the world.
Global, as well as regional, economic factors, changes in laws
and regulations, currency fluctuations, changes in monetary
policy or tariffs, and competition could impact the Company's
financial condition or future results of operations. In addition,
changes in the mix of products and services purchased and timely
acceptance of these products and services by customers in these
global markets could cause actual operating results to vary from
those expected.
-11-
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION - (CONTINUED)
ITEM 5. Other Information (Continued)
-----------------------------
. The Company's future operating results are dependent on its
ability to develop, produce, and market new innovative products
and services. There are numerous risks inherent in this complex
process, including rapid technological change and the requirement
that the Company bring to market in a timely fashion new products
and services which meet the customer's changing needs.
. The market price of the Company's securities could be subject to
fluctuations in response to quarter to quarter variations in
operating results, changes in analysts' earnings estimates,
market conditions in the technology industry, as well as general
economic conditions and other factors external to the Company.
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: November 12, 1996
-13-
<PAGE>
EXHIBIT 11.1
BANCTEC, INC.
COMPUTATION OF NET INCOME PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 24, September 30, September 24,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Primary:
- --------
Net Income $ 9,296,000 $ 4,657,000 $27,244,000 $ 8,881,000
=========== =========== =========== ===========
Shares outstanding beginning of period 20,397,882 20,081,553 19,918,735 19,723,786
Treasury stock held during the year (29,936) (362,936) (29,936) (357,010)
Shares issued during the period and shares issuable from
assumed exercise of stock options and stock purchase
plan reduced by the number of shares which could have
been purchased with proceeds from exercise of such
options and unearned compensation on restricted
stock awards 199,779 620,363 692,477 604,667
----------- ----------- ----------- -----------
Weighted average number of shares outstanding,
as adjusted 20,567,725 20,338,980 20,581,276 19,971,443
=========== =========== =========== ===========
Primary net income per common and common
equivalent share $ 0.45 $ 0.23 $ 1.32 $ 0.44
=========== =========== =========== ===========
Fully Diluted:
- --------------
Net Income $ 9,296,000 $ 4,657,000 $27,244,000 $ 8,881,000
Add after tax interest expense applicable to
7 1/4% convertible subordinated debentures 507,000 629,000 1,593,000 2,020,000
----------- ----------- ----------- -----------
Net Income, as adjusted $ 9,803,000 $ 5,286,000 $28,837,000 $10,901,000
=========== =========== =========== ===========
Shares outstanding beginning of period 20,397,882 20,081,553 19,918,735 19,723,786
Treasury stock held during the year (29,936) (362,936) (29,936) (357,010)
Shares issued during the period and shares issuable from
assumed exercise of stock options and stock purchase
plan reduced by number of shares which could have been
purchased with proceeds from exercise of such options and
unearned compensation on restricted stock awards 399,775 752,861 870,854 672,237
----------- ----------- ----------- -----------
Weighted average number of shares
outstanding, as adjusted excluding 7 1/4%
convertible subordinated debentures 20,767,721 20,471,478 20,759,653 20,039,013
=========== =========== =========== ===========
Fully diluted income per common and common
equivalent share excluding 7 1/4% convertible
subordinated debentures $ 0.45 $ 0.23 $ 1.31 $ 0.44
=========== =========== =========== ===========
Weighted average shares issuable assuming conversion
of 7 1/4% convertible subordinated debentures 1,538,720 1,821,920 1,604,869 1,821,920
Weighted average number of shares outstanding as
adjusted 22,306,441 22,293,398 22,364,522 21,860,933
----------- ----------- ----------- -----------
Fully diluted net income per common and common
equivalent share $ 0.44 $ 0.24 $ 1.29 $ 0.50
=========== =========== =========== ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET, STATEMENT OF OPERATIONS AND NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 DEC-26-1994
<PERIOD-END> SEP-30-1996 SEP-24-1995
<CASH> 25,307 0
<SECURITIES> 4,506 0
<RECEIVABLES> 145,158 0
<ALLOWANCES> (10,483) 0
<INVENTORY> 93,173 0
<CURRENT-ASSETS> 284,837 0
<PP&E> 219,543 0
<DEPRECIATION> (136,633) 0
<TOTAL-ASSETS> 497,828 0
<CURRENT-LIABILITIES> 226,440 0
<BONDS> 68,612 0
0 0
0 0
<COMMON> 206 0
<OTHER-SE> 192,310 0
<TOTAL-LIABILITY-AND-EQUITY> 497,828 0
<SALES> 231,956 212,720
<TOTAL-REVENUES> 410,469 397,424
<CGS> 157,077 146,835
<TOTAL-COSTS> 289,631 286,291
<OTHER-EXPENSES> 73,031 90,963
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 5,986 7,648
<INCOME-PRETAX> 42,570 14,883
<INCOME-TAX> 15,326 6,002
<INCOME-CONTINUING> 27,244 8,881
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 27,244 8,881
<EPS-PRIMARY> 1.32 0.44
<EPS-DILUTED> 1.29 0
</TABLE>
