GERBER SCIENTIFIC INC
10-Q, 1998-08-27
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>
                                
         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                
                      WASHINGTON, DC  20549
                                
                                
                            FORM 10-Q
                                
   (MARK ONE) QUARTERLY REPORT / X / OR TRANSITION REPORT /  /
               PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934



For the quarter ended
July 31, 1998                          Commission File No. 1-5865



                     GERBER SCIENTIFIC, INC.
                ---------------------------------
                   (Exact name of Registrant as
                    specified in its charter)



           CONNECTICUT                             06-0640743
 -------------------------------              ---------------------
 (State or other jurisdiction of                  (IRS Employer
  incorporation or organization)               Identification No.)


 83 Gerber Road West, South Windsor, Connecticut       06074
- ------------------------------------------------- ---------------
    (Address of principal executive offices)         (Zip Code)
                                                          
                                                          
                                                          
Registrant's Telephone Number, including area      (860) 644-1551
code                                              ---------------


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 /    /.

At July 31, 1998, 22,718,941 shares of common stock of the
Registrant were outstanding.

<PAGE 1>

                     GERBER SCIENTIFIC, INC.
                        AND SUBSIDIARIES
            CONTENTS OF QUARTERLY REPORT ON FORM 10-Q
                                
                   Quarter Ended July 31, 1998


                                                             PAGE



Part I - Financial Information

  Item 1. Consolidated Financial Statements:

           Statement of Earnings for the three months
           ended July 31, 1998 and 1997                      2
           
           Balance Sheet at July 31, 1998 and
           April 30, 1998                                  3-4
           
           Statement of Cash Flows for the three months
           ended July 31, 1998 and 1997                      5
           
           Notes to Financial Statements                     6
           
           Independent Accountants' Report                  11

  Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations    12


Part II - Other Information

  Item 5. Other Information                                 16

  Item 6.  Exhibits and Reports on Form 8-K                 16


Signature                                                   17

Exhibit Index


<PAGE 2>

            GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF EARNINGS

- ------------------------------------------------------------
                                         In thousands
                                  (except per share amounts)
- ------------------------------------------------------------
Three Months Ended July 31,                1998       1997
- ------------------------------------------------------------
                                                    
Revenue:                                            
                                                    
  Product sales                          $142,166   $87,410
  Service                                  11,493    11,551
                                         --------   -------
                                          153,659    98,961
                                         --------   -------
                                                    
Costs and Expenses:                                 
                                                    
  Cost of product sales                    83,868    48,088
  Cost of service                           6,687     7,817
  Selling, general and administrative      41,756    30,943
  Research and development expenses         7,628     7,588
                                         --------   -------
                                          139,939    94,436
                                         --------   -------
                                                    
Operating income                           13,720     4,525
                                                    
Other income                                  260     2,340
Interest expense                           (3,158)      (94)
                                         --------   -------
                                                    
Earnings before income taxes               10,822     6,771
                                                    
Provision for income taxes                  4,100     2,200
                                         --------   -------
                                                 
Net earnings                             $  6,722   $ 4,571
                                         ========   =======
                                                    
Per share of common stock:                          
  Basic                                  $    .30   $   .20
  Diluted                                $    .29   $   .19
                                                    
  Dividends                              $    .08   $   .08
                                                    
Average shares outstanding:                         
  Basic                                    22,673    23,327
  Diluted                                  23,514    23,714


                     See Accompanying Notes

<PAGE 3-4>

             GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEET
                                
                                
                                             In thousands
 --------------------------------------------------------------
                                          July 31,   April 30,
                                           1998         1998
 --------------------------------------------------------------
                            Assets

Current Assets:                                      
 Cash and short-term cash investments     $ 26,350     $ 27,007
 Accounts receivable                       106,778       79,114
 Inventories                                83,831       61,111
 Prepaid expenses                            9,712       18,227
                                          --------     --------
                                           226,671      185,459
                                          --------     --------
Property, Plant and Equipment              141,401      117,334
 Less accumulated depreciation              59,671       57,335
                                          --------     --------
                                            81,730       59,999
                                          --------     --------
                                                               
Intangible Assets                          241,228       99,463
 Less accumulated amortization              11,014        8,208
                                          --------     --------
                                           230,214       91,255
                                          --------     --------
Other Assets                                 1,997        2,054
                                          --------     --------
                                          $540,612     $338,767
                                          ========     ========

             Liabilities and Shareholders' Equity
                                                              
Current Liabilities:                                           
 Notes payable                            $    337     $    326
 Current maturities of long-term debt          193          193
 Accounts payable                           43,286       30,462
 Accrued compensation and benefits          14,955       17,253
 Other accrued liabilities                  40,310       30,347
 Deferred revenue                            6,664        6,619
 Advances on sales contracts                 6,258        5,498
                                          --------     --------
                                           112,003       90,698
                                          --------     --------
Noncurrent Liabilities:                                        
 Deferred income taxes                       9,826       10,202
 Long-term debt                            181,256        6,953
                                          --------     --------
                                           191,082       17,155
                                          --------     --------

Contingencies and Commitments                        
                                                     
Shareholders' Equity:                                
 Preferred stock, no par value;                                
  authorized 10,000,000 shares; no                             
  shares issued                                 --           --
 Common stock, $1.00 par value;                                
  authorized 65,000,000 shares; issued                         
  23,518,941 and 23,436,523 shares          23,519       23,437
 Paid-in capital                            39,054       37,779
 Retained earnings                         192,892      187,981
 Accumulated other comprehensive loss                           
  (foreign currency translation                                 
  adjustment)                               (1,223)      (1,833)
 Unamortized value of restricted stock                         
  grants                                      (265)          --
 Treasury stock, at cost (800,000                               
  shares)                                  (16,450)     (16,450)
                                          --------     --------
                                           237,527      230,914
                                          --------     --------
                                          $540,612     $338,767
                                          ========     ========


                     See Accompanying Notes


<PAGE 5>

            GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENT OF CASH FLOWS
                                                    In thousands
- ---------------------------------------------------------------------
 Three Months Ended July 31,                      1998         1997
- ---------------------------------------------------------------------
CASH PROVIDED BY (USED FOR):                                         
                                                                     
Operating Activities                                                 
  Net earnings                                  $  6,722     $  4,571
  Adjustments to reconcile net earnings to                           
   cash provided by operating activities:               
     Depreciation and amortization                 5,662        3,228
     Deferred income taxes                          (591)          78
     Other non-cash items                             41           --
     Changes in operating accounts, net of                           
      effects of business acquisitions:
      Receivables                                 (5,106)         (67)
      Inventories                                  4,355       (2,450)
      Prepaid expenses                            10,918        1,122
      Accounts payable and accrued expenses       (6,004)       4,874
                                                --------     --------
Provided by Operating Activities                  15,997       11,356
                                                --------     --------
                                                                     
Financing Activities                                                 
  Additions of long-term debt                    181,686           --
  Repayments of long-term debt                    (7,383)         (47)
  Net short-term financing                       (11,585)          --
  Debt issue costs                                  (705)          --
  Exercise of stock options                        1,051          446
  Dividends on common stock                       (1,811)      (1,867)
                                                --------     --------
                                                                     
Provided by (Used for) Financing Activities      161,253       (1,468)
                                                --------     --------
                                                                     
Investing Activities                                                 
  Maturities of long-term debt securities             --        1,808
  Additions to property, plant and equipment      (2,465)      (3,765)
  Business acquisitions                         (175,923)          --
  Intangible and other assets                       (129)        (239)
  Other, net                                         610         (991)
                                                --------     --------
                                                                     
(Used for) Investing Activities                 (177,907)      (3,187)
                                                --------     --------
                                                                     
Increase (Decrease) in Cash and Short-Term                           
  Cash Investments                                  (657)       6,701
                                                                     
Cash and Short-Term Cash Investments,                                
  Beginning of Period                             27,007        9,503
                                                --------     --------
                                                                     
Cash and Short-Term Cash Investments,           $ 26,350     $ 16,204
  End of Period                                 ========     ========

                     See Accompanying Notes

<PAGE 6>

            GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

The   consolidated  balance  sheet  at  July  31,  1998  and  the
consolidated statements of earnings and cash flows for the three-
month periods ended July 31, 1998 and 1997 are unaudited but,  in
the  opinion of the Company, include all adjustments,  consisting
only of normal recurring accruals, necessary for a fair statement
of   the  results  for  the  interim  periods.   The  results  of
operations for the three-month period ended July 31, 1998 are not
necessarily indicative of the results to be expected for the full
fiscal year.

NOTE 2

The classification of inventories was as follows (in thousands):

                       July 31, 1998     April 30, 1998
                      ----------------  ----------------
Raw materials and                       
  purchased parts        $52,983            $37,329
Work in process           30,848             23,782
                         -------            -------
                         $83,831            $61,111
                         =======            =======

NOTE 3

In February 1997, the Financial Accounting Standards Board issued
Statement  of  Financial  Accounting Standards  (SFAS)  No.  128,
"Earnings Per Share," effective for financial statements for both
annual  and interim periods ending after December 15, 1997.  SFAS
No.  128  replaced  the  previously reported  primary  and  fully
diluted  earnings per share with basic and diluted  earnings  per
share.   Unlike  primary earnings per share, basic  earnings  per
share  excludes  any dilutive effects of options,  warrants,  and
convertible securities.  Diluted earnings per share is similar to
the  previously reported fully diluted earnings per  share.   All
earnings  per share amounts for all periods have been  presented,
and  where  necessary restated, to conform to the  SFAS  No.  128
requirements.  This restatement had an immaterial impact  on  the
prior  period  earnings  per  share amounts  under  the  previous
method.

<PAGE 7>

The  following  table  sets forth the computation  of  basic  and
diluted earnings per share:

                                    Three Months Ended
                                         July 31,
                                  ------------------------
                                     1998         1997
                                  ----------    ----------
Numerator:                                                
 Net Income                      $ 6,722,000   $ 4,571,000
                                  ==========    ==========
Denominators:                                             
 Denominator for basic earnings                           
  per share--weighted-average                             
  shares outstanding              22,673,074    23,326,588
 Effect of dilutive                                       
  securities:
  Employee stock options             840,977       387,623
                                  ----------    ----------
  Denominator for diluted                                 
   earnings per share-                                    
   adjusted weighted-average                              
   shares outstanding             23,514,051    23,714,211
                                  ==========    ==========
Basic earnings per share         $       .30   $       .20
                                  ==========    ==========
Diluted earnings per share       $       .29   $       .19
                                  ==========    ==========

NOTE 4

Included  in  other  income  for  the  three-month  period  ended
July  31, 1997 was a gain resulting from the final settlement  of
the Company's UK patent litigation with Lectra Systemes, S.A.  of
France,  which added $1,563,000 to earnings before  income  taxes
and  approximately $1,000,000, or $.04 per diluted share, to  net
income.

NOTE 5

Beginning  in  the first quarter of FY 1999, the Company  adopted
SFAS No. 130, "Reporting Comprehensive Income," which established
standards  for reporting and displaying comprehensive income  and
its  components in an annual financial statement  with  the  same
prominence  as  other financial statements.  This statement  also
requires  that an entity report a total for comprehensive  income
in condensed financial statements of interim periods.


<PAGE 8>

The  Company's  total comprehensive income  was  as  follows  (in
thousands):

                                             Three Months Ended
                                                  July 31,
                                             -------------------
                                                 1998      1997
                                             --------  --------
Net income                                     $6,722    $4,571
Other comprehensive income (loss):                        
  Foreign currency translation adjustments        610      (991)
                                               ------    ------
  Total comprehensive income                   $7,332    $3,580
                                               ======    ======
                                
NOTE 6

On  February  27,  1998, Gerber Optical,  Inc.,  a  wholly  owned
subsidiary  of  the  Company, acquired the outstanding  stock  of
Coburn  Optical Industries, Inc. (Coburn) of Muskogee,  Oklahoma,
and  subsequently  merged with Coburn.  The company  was  renamed
Gerber  Coburn Optical, Inc. (GC).  The purchase price, including
the   costs   of  acquisition  and  the  repayment  of   Coburn's
outstanding  debt, was approximately $63,000,000.  Coburn  was  a
leading  manufacturer and international distributor  of  a  broad
range   of  ophthalmic  lens  processing  equipment  and  related
supplies  used  in  the production of eyeglass  lenses.   GC  has
continued to develop, manufacture, market, and support the Coburn
product lines.

On  May  5, 1998, the Company announced the successful completion
of  its  cash tender offer for the outstanding capital  stock  of
Spandex  PLC  (Spandex) of Bristol, UK.  Spandex was the  largest
distributor of equipment and related materials to the sign making
industry in Europe and North America. The offer valued Spandex at
approximately    $173,000,000.   In   addition,    Spandex    had
approximately $11,600,000 in outstanding debt that was assumed.

Each  acquisition was accounted for as a purchase and the results
of operations of the acquired companies have been included in the
Company's consolidated statements of earnings from the respective
dates  of  acquisition.  The acquisition costs were allocated  to
the assets and liabilities acquired based upon their fair values.
The  excess of acquisition costs over the fair values of the  net
assets acquired was included in intangible assets as goodwill and
is  being  amortized on a straight-line basis over 25 years  from
the date of acquisition.

The  following pro forma combined results of operations  for  the
quarter  ended July 31, 1997 have been prepared as if the  Coburn
and  Spandex acquisitions occurred at May 1, 1997 and give effect
to  estimated purchase accounting and other adjustments resulting
from the acquisitions.  The pro forma information is presented on
the  assumption that the acquisition costs would  have  been  the
same at May 1, 1997.  The pro forma financial information is  not

<PAGE 9>

necessarily  indicative of the results of operations  that  would
have  been  achieved had the acquisitions of Coburn  and  Spandex
actually been effective as of May 1, 1997 or of future results of
the combined companies.

                                             (Unaudited)
                                           ---------------
                                            Three months
                                           ended July 31,
                                           ---------------
  In thousands (except per share amounts)       1997
  ---------------------------------------  ---------------
  Sales                                           $154,979
  Net earnings                                       4,829
  Net earnings per common share-basic                  .21
  Net earnings per common share-diluted                .20


<PAGE 10>

            GERBER SCIENTIFIC, INC. AND SUBSIDIARIES


With  respect to the unaudited consolidated financial  statements
of  Gerber Scientific, Inc. and subsidiaries at July 31, 1998 and
for  the  three-month periods ended July 31, 1998 and 1997,  KPMG
Peat  Marwick LLP has made a review (based on procedures  adopted
by  the  American Institute of Certified Public Accountants)  and
not  an audit, as set forth in their separate report dated August
19,  1998 appearing on page 11.  That report does not express  an
opinion   on   the   interim  unaudited  consolidated   financial
information.   KPMG  Peat Marwick LLP has  not  carried  out  any
significant  or additional audit tests beyond those  which  would
have  been  necessary  if  their report had  not  been  included.
Accordingly,  such  report  is not a "report"  or  "part  of  the
Registration Statement" within the meaning of Sections 7  and  11
of  the  Securities Act of 1933 and the liability  provisions  of
Section 11 of such Act do not apply.


<PAGE 11>

                 INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors and Shareholders of
Gerber Scientific, Inc.


We  have made a review of the consolidated statements of earnings
and  cash  flows of Gerber Scientific, Inc. and subsidiaries  for
the  three-month  periods ended July 31, 1998 and  1997  and  the
consolidated balance sheet as of July 31, 1998 in accordance with
standards  established  by the American  Institute  of  Certified
Public  Accountants.  We have previously audited,  in  accordance
with  generally  accepted auditing standards, and  expressed  our
unqualified  opinion  dated  May 21,  1998  on  the  consolidated
financial  statements  for the year ended  April  30,  1998  (not
presented  herein).  The aforementioned financial statements  are
the responsibility of the Company's management.

A review of interim financial information consists principally of
applying  analytical  review procedures  to  financial  data  and
making  inquiries  of  persons  responsible  for  financial   and
accounting  matters.  It is substantially less in scope  than  an
examination  in  accordance  with  generally  accepted   auditing
standards, the objective of which is the expression of an opinion
regarding   the   financial  statements   taken   as   a   whole.
Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications   that   should  be  made   to   the   accompanying
consolidated statements of earnings and cash flows for the three-
month  periods  ended July 31, 1998 and 1997 or the  consolidated
balance  sheet  as of July 31, 1998 for them to be in  conformity
with  generally  accepted  accounting principles.  Also,  in  our
opinion  the information in the accompanying consolidated balance
sheet  as  of April 30, 1998 is fairly presented, in all material
respects,  in  relation to the consolidated  balance  sheet  from
which it has been derived.




/s/ KPMG PEAT MARWICK LLP


Hartford, Connecticut
August 19, 1998


<PAGE 12>

            GERBER SCIENTIFIC, INC. AND SUBSIDIARIES
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


OVERVIEW

In  May  1998,  the  Company acquired the  outstanding  stock  of
Spandex PLC (Spandex).  Accordingly, Spandex was included in  the
Company's consolidated balance sheet for the first time  at  July
31,  1998,  and  the Company's results from operations  and  cash
flows  for  the first quarter ended July 31, 1998 included  three
months of Spandex's activity.

In  February 1998, the Company acquired the outstanding stock  of
Coburn Optical Industries, Inc. (Coburn).  Coburn was included in
the  Company's consolidated balance sheet for the first  time  at
April  30,  1998, and the Company's results from  operations  and
cash  flows  for  the  first quarter ended  July  31,  1998  also
included three months of Coburn's activity.

In  March  1998, the Company sold its Gerber Systems unit,  which
comprised  the  Company's imaging and inspection systems  product
class.   As  a  result, the Company's April 30, 1998 consolidated
balance  sheet and the FY 1999 consolidated financial  statements
do not include any Gerber Systems activity.

FINANCIAL CONDITION

The  Company's ratio of current assets to current liabilities was
2.0  to  1  at July 31, 1998 and at April 30, 1998.  Net  working
capital at July 31, 1998 was $114.7 million, an increase of $19.9
million from the beginning of the current fiscal year and largely
attributable to the Spandex acquisition.  The Company's cash  and
investments totaled $26.4 million at July 31, 1998 compared  with
$27 million at the end of the prior fiscal year.

Operating activities provided $16 million in cash for the  three-
month  period  ended  July 31, 1998 compared with  $11.4  million
provided  by operating activities for the same period last  year.
Cash  in this year's first three months was generated by earnings
and the non-cash charges for depreciation and amortization, lower
inventory balances, and a tax refund resulting from the  sale  of
the  Company's imaging and inspection systems product class. Cash
generated from operations was somewhat offset by higher  accounts
receivable  balances caused by the higher volume of business  and
lower  accounts  payable  and accrued  liabilities  balances  due
largely to the timing of vendor payments.

The principal non-operating use of cash in the three months ended
July  31,  1998 was for the purchase of Spandex and the repayment
of its debt for $187.5 million. The financing for the acquisition
was  provided  primarily  by a five-year $235  million  revolving
multi-currency credit facility the Company entered  into  with  a

<PAGE 13>

group  of major U.S., European, and Asian commercial banks. Other
non-operating  uses of cash in the three months  ended  July  31,
1998 were repayments of long-term debt of $7.4 million, additions
to property, plant, and equipment of $2.5 million, and payment of
dividends of $1.8 million.  The Company anticipates that  capital
expenditures for the current fiscal year will be in the range  of
$22-$24  million and expects to fund these with cash on hand  and
cash from operations.

The Company's total debt at July 31, 1998 was $181.8 million,  up
substantially  from the April 30, 1998 balance of  $7.5  million,
due to the aforementioned acquisition of Spandex. Net debt (total
debt  less cash and investments) was $155.4 million at  July  31,
1998  versus  a net cash position of $19.5 million at  April  30,
1998.   The ratio of net debt to total capital was 40 percent  at
July 31, 1998.

RESULTS OF OPERATIONS

Combined  sales  and  service revenue for the three-month  period
ended  July 31, 1998 increased $54.7 million (55.3 percent)  from
the  first  quarter of last year.  The increase reflected  higher
product  sales,  predominantly from the acquisitions  of  Spandex
($42.8   million   increase  in  sales,   net   of   intercompany
eliminations)  and Coburn ($17.3 million increase in  sales).  In
addition,  there was internal sales growth in the Company's  core
operations.   The  sale of the Company's imaging  and  inspection
system  product  class in the last year's fourth quarter  was  an
offsetting  factor  ($9.5 million in sales in  the  prior  year's
first  quarter).   The internal sales growth  came  predominantly
from  higher  sales  of the Company's optical lens  manufacturing
systems.   Service  revenue  also increased  $1.4  million  (13.3
percent) from the prior year's first quarter, after adjusting for
the  elimination  of  the service revenue from  the  imaging  and
inspection systems products.

The  consolidated gross profit margin in this year's first  three
months  was  41.1 percent, which was lower than  the  prior  year
margin  of  43.5 percent.  Gross profit margins on product  sales
were  lower, while service margins were higher.  The decrease  in
product  gross  profit  margins was caused predominantly  by  the
inclusion of Spandex in the Company's financial statements in  FY
1999.   As  a  distributor,  Spandex  has  gross  profit  margins
substantially  lower  than  the  Company's.  However,   Spandex's
historical  operating margins are incrementally higher  than  the
Company's recent operating margins, owing in part to the  absence
of  R&D  spending.  Also reducing the product gross profit margin
in  this  year's  first quarter was the inclusion  of  Coburn.  A
larger percentage of Coburn's product mix comes from aftermarkets
(e.g.,  consumables), which have gross profit margins lower  than
equipment sales.

Service  gross  profit margins were higher in this  year's  first
quarter.  The increase was caused primarily by the elimination of

<PAGE 14>

the  low  service margins of the Company's imaging and inspection
systems  product  class,  which  were  included  in  last  year's
results.

Selling,  general,  and administrative expenses  in  this  year's
first  quarter  rose by $10.8 million from last year,  but  as  a
percentage of revenue these expenses declined to 27.2 percent  in
this  year's  first  quarter from 31.3 percent  last  year.   The
Spandex  and  Coburn acquisitions were the principal reasons  for
the dollar increase, while the sale of the imaging and inspection
system  product class was an offsetting factor. The  amortization
of  Spandex and Coburn acquisition goodwill ($1.9 million in this
year's  first  quarter)  was also a factor  contributing  to  the
overall increase.

The Company continued to commit significant resources to research
and  the development of new products.  However, the ratio of  R&D
to revenue declined significantly this year.  R&D expense of $7.6
million in this year's first quarter was roughly the same as  the
prior  year,  while  the ratio of R&D to revenue  declined  to  5
percent from 7.7 percent last year.  The lower current year ratio
was  caused  by  the significantly higher revenue base  from  the
Spandex  acquisition without commensurate R&D expense as  Spandex
is  predominantly  a distribution company.  In  addition  to  the
incremental  R&D  expenses of Coburn, R&D dollar  increases  were
also  related to the development of new sign making plotters  and
output  devices ($0.6 million) and ophthalmic lens  manufacturing
systems  ($0.7  million),  offset  by  the  elimination  of   the
Company's imaging and inspection system product class. Management
anticipates that this lower ratio of R&D expense to revenue  will
continue for the balance of the current year.

Other  income  in this year's first quarter was lower  than  last
year.  The year-to-year decrease relates predominantly to a prior
year  gain of approximately $1.6 million ($.04 per diluted share)
from the final settlement of outstanding patent litigation.

Interest  expense increased $3.1 million to $3.2  million  during
the first quarter of fiscal 1999 from the first quarter of fiscal
1998  due to significantly higher debt balances for cash borrowed
to  finance  the acquisition of Spandex.  The majority  of  these
borrowings were against a five-year $235 million revolving multi-
currency  credit facility.  The interest rate on these borrowings
is  based  on the London Interbank Offered Rate (LIBOR)  for  the
relevant   currency  and  term  plus  a  margin  based   on   the
relationship of the Company's consolidated total debt  to  EBITDA
(earnings    before    interest,   taxes,    depreciation,    and
amortization).

The  provision  rate for income taxes was 37.9  percent  for  the
three  months ended July 31, 1998 compared with 32.5  percent  in
the  comparable prior year period.  The higher tax rate this year
was primarily the result of the goodwill amortization related  to
the  acquisitions of Spandex and Coburn, which is not  deductible

<PAGE 15>

for  Federal  and  state income tax purposes.   The  year-to-year
increase  in the provision rate also reflects the higher marginal
income  tax  rates  associated  with  higher  levels  of  pre-tax
earnings  in  the  current year and also the liquidation  of  the
Company's investments in tax-exempt municipal securities.

As  a  result of the above, net earnings increased in this year's
first  quarter to $6.7 million or $.29 diluted earnings per share
from  $4.6  million or $.19 diluted earnings per  share  in  last
year's  first  quarter.  Earnings per share in last year's  first
quarter   included  $.04  per  diluted  share  from  the   patent
litigation settlement.

YEAR 2000

The  Company is in the process of assessing its exposure  to  the
impact of the Year 2000 date issue.  The Year 2000 date issue can
affect  computer programs that use only two digits to identify  a
year  in  a date field.  The Company's products and key financial
and  operational systems are being reviewed and, where  required,
detailed plans have been, or are being, developed and implemented
on  a  schedule intended to permit the Company's computer systems
and  products  to continue to function properly.  The  Year  2000
date   conversion  effort  is  expected  to  increase  costs   in
fiscal  years  1999  and 2000, although cost  estimates  are  not
complete.  Management does not expect that these costs will  have
a  material  adverse impact on the Company's financial  position,
results  of  operations, or cash flows.  However, the  Year  2000
date  issue  could  adversely impact the  Company  if  suppliers,
customers,  and  other  businesses  do  not  address  this  issue
successfully.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements that describe the
Company's  business  prospects.   Readers  should  keep  in  mind
factors  that  could have an adverse impact on  those  prospects.
These  include political, economic, or other conditions, such  as
recessionary  or  expansive  trends,  inflation  rates,  currency
exchange  rates,  taxes,  regulations  and  laws  affecting   the
business, as well as product competition, pricing, the degree  of
acceptance of new products in the marketplace, and the difficulty
of forecasting sales at various times in various markets.


<PAGE 16>

                   PART II - OTHER INFORMATION

Item 5.  Other Information

On June 1, 1998, the Company issued a press release reporting the
retirement  of  George M. Gentile, Chairman and  Chief  Executive
Officer  of Gerber Scientific, Inc.  Effective June 1, 1998,  Mr.
Gentile stepped down from his position as Chief Executive Officer
and  will  retire  as Chairman of the Board of Directors  at  the
Company's  Annual Meeting of Shareholders on September 25,  1998.
The  Company's Board of Directors appointed Michael J.  Cheshire,
who was President and Chief Operating Officer of the Company,  as
President and Chief Executive Officer, and to succeed Mr. Gentile
as Chairman in September.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     (15) Letter    regarding    unaudited   interim    financial
          information.

     (27) Financial data schedule.

(b)  Reports on Form 8-K

     The  Company  filed two Form 8-K's with the  Securities  and
     Exchange  Commission  in the first quarter  of  fiscal  year
     1999.
     
     1.   Form 8-K, dated May 20, 1998, reported that the Company
          successfully  completed its cash tender offer  for  UK-
          based  Spandex PLC, Europe and North America's  largest
          distributor of sign making systems and supplies.
     
     2.   Form  8-K,  dated July 16, 1998, reported the financial
          statements  of  Spandex  PLC and  unaudited  pro  forma
          condensed    consolidated   statements    for    Gerber
          Scientific, Inc. as if the purchase of Spandex PLC  had
          occurred as of April 30, 1996 and January 31, 1998  for
          the    statement   of   income   and   balance   sheet,
          respectively.


<PAGE 17>

                            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.




                               GERBER SCIENTIFIC, INC.
                              ------------------------
                                    (Registrant)




Date:   August 26, 1998     By:  / s / Gary K. Bennett
        ------------------       --------------------------------
                                 Gary K. Bennett
                                 Senior Vice President, Finance
                                 and Principal Financial Officer


<PAGE>

                          EXHIBIT INDEX




Exhibit Index                                                 
    Number                    Exhibit                       Page
- -------------                 -------                       ----
                                                      
      15        Letter  Regarding Unaudited  Interim  
                Financial Information.*
                                                      
      27        Financial Data Schedule.*             




*Filed herewith.





                                
                                                   EXHIBIT NO. 15





To the Board of Directors and Shareholders of
Gerber Scientific, Inc.


            Re: Registration Statements on Form S-8,
                File No. 2-93695, No. 33-58668,
                No. 333-261777, and No. 333-42879

                Registration Statement on Form S-3,
                File No. 33-58670


With   respect   to  the  subject  Registration  Statements,   we
acknowledge our awareness of the use therein of our report  dated
August  19,  1998  related  to our review  of  interim  financial
information.

Pursuant  to  Rule 436(c) under the Securities Act, such  reports
are not considered a part of a Registration Statement prepared or
certified  by an accountant or a report prepared or certified  by
an accountant within the meaning of Sections 7 and 11 of the Act.


                                        Very truly yours,


                                        /s/ KPMG PEAT MARWICK LLP


                                        KPMG PEAT MARWICK LLP




Hartford, Connecticut
August 19, 1998




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and statement of earnings of Gerber Scientific,
Inc. as of and for the three-month periods ended July 31, 1998 and 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1999             APR-30-1998
<PERIOD-END>                               JUL-31-1998             JUL-31-1997
<CASH>                                          26,350                  16,204
<SECURITIES>                                         0                       0
<RECEIVABLES>                                  106,778                  92,552
<ALLOWANCES>                                         0                       0
<INVENTORY>                                     83,831                  64,671
<CURRENT-ASSETS>                               226,671                 186,007
<PP&E>                                         141,401                 123,790
<DEPRECIATION>                                  59,671                  60,179
<TOTAL-ASSETS>                                 540,612                 332,279
<CURRENT-LIABILITIES>                          112,003                  63,730
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                        23,519                  23,347
<OTHER-SE>                                     214,008                 226,833
<TOTAL-LIABILITY-AND-EQUITY>                   540,612                 332,279
<SALES>                                        153,659                  98,961
<TOTAL-REVENUES>                               153,659                  98,961
<CGS>                                           90,555                  55,905
<TOTAL-COSTS>                                  139,939                  94,436
<OTHER-EXPENSES>                                 (260)                 (2,340)
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               3,158                      94
<INCOME-PRETAX>                                 10,822                   6,771
<INCOME-TAX>                                     4,100                   2,200
<INCOME-CONTINUING>                              6,722                   4,571
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     6,722                   4,571
<EPS-PRIMARY>                                      .30                     .20
<EPS-DILUTED>                                      .29                     .19
        

</TABLE>


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