<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________to ______________________
Commission file number 0-7647
------
HAWKINS CHEMICAL, INC.
----------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0771293
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
3100 East Hennepin Avenue, Minneapolis, Minnesota 55413
-------------------------------------------------------
(Address of principal executive offices) Zip Code
(612) 331-6910
--------------
Registrant's telephone number, including area 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_______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 12, 1997
-------------------------------------- ------------------------------
Common Stock, par value $.05 per share 11,603,895
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets - June 30, 1997 and
September 29,1996. . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Condensed Statements of Income - Three Months and
Nine Months Ended June 30, 1997 and 1996 . . . . . . . . . . . 4
Consolidated Condensed Statements of Cash Flow - Nine Months
Ended June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Condensed Financial Statements. . . . . . 6-7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . 8-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports of Form 8-K. . . . . . . . . . . . . . . . 11
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . 12
Financial Data Schedule . . . . . . . . . . . . . . . . . . . . 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
<TABLE>
<CAPTION>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
June 30, 1997 September 29, 1996
------------- ----------------------
ASSETS (Unaudited) (Derived from Audited
financial statements)
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . $ 7,850,442 $ 8,932,125
Investments (fair value approximates cost) . . . . . 10,872,671 10,504,603
Accounts receivable-net. . . . . . . . . . . . . . . 11,572,329 9,740,285
Note receivable. . . . . . . . . . . . . . . . . . . 223,080 170,988
Inventories. . . . . . . . . . . . . . . . . . . . . 5,220,954 8,584,034
Other current assets . . . . . . . . . . . . . . . . 1,194,256 924,457
------------ ------------
Total current assets. . . . . . . . . . . . 36,933,732 38,856,492
Property, plant and equipment-net. . . . . . . . . . . 14,733,113 13,187,678
Note receivable-non current. . . . . . . . . . . . . . 3,666,936 1,797,707
Other assets . . . . . . . . . . . . . . . . . . . . . 2,651,775 2,645,479
------------ ------------
Total $ 57,985,556 $ 56,487,356
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . $ 4,958,154 $ 6,709,434
Current portion of long-term debt. . . . . . . . . . 59,928 56,008
Dividends payable. . . . . . . . . . . . . . . . . . 884,135
Other current liabilities. . . . . . . . . . . . . . 3,696,266 4,823,394
------------ ------------
Total current liabilities . . . . . . . . . 8,714,348 12,472,971
Long term debt . . . . . . . . . . . . . . . . . . . . 512,525 572,453
Deferred income taxes. . . . . . . . . . . . . . . . . 844,300 426,800
Commitments and contingencies . . . . . . . . . . . .
Shareholders' equity:
Common stock, par value $.05 per share;
issued and outstanding, 11,603,895
shares and 11,051,690 shares
respectively . . . . . . . . . . . . . . . 580,195 552,585
Additional paid-in capital . . . . . . . . 42,517,455 38,679,630
Retained earnings. . . . . . . . . . . . . 4,816,733 3,782,917
------------ ------------
Total shareholders' equity . . . . . . 47,914,383 43,015,132
------------ ------------
Total $ 57,985,556 $ 56,487,356
------------ ------------
------------ ------------
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
3
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30 Nine Months Ended June 30
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $23,866,512 $22,274,546 $64,476,068 $58,136,597
Costs and expenses:
Cost of sales 17,966,900 16,816,775 49,985,070 45,061,816
Selling, general and administrative 2,741,391 2,399,020 7,091,513 6,444,690
----------- ----------- ----------- -----------
Total costs and expenses 20,708,291 19,215,795 57,076,583 51,506,506
----------- ----------- ----------- -----------
Income from operations 3,158,221 3,058,751 7,399,485 6,630,091
Other income (deductions):
Interest income 341,547 238,319 864,160 728,815
Interest expense (11,958) (14,193) (35,620) (40,702)
Gain on sale of The Lynde Company 1,324,827 1,324,827
Miscellaneous 65,211 68,752 153,472 139,641
----------- ----------- ----------- -----------
Total other income (deductions) 1,719,627 292,878 2,306,839 827,754
----------- ----------- ----------- -----------
Income before income taxes 4,877,848 3,351,629 9,706,324 7,457,845
Provision for income taxes 1,914,600 1,336,500 3,809,800 2,983,200
----------- ----------- ----------- -----------
Net income $ 2,963,248 $ 2,015,129 $ 5,896,524 $ 4,474,645
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average number of shares outstanding 11,603,895 11,603,895 11,603,895 11,603,895
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Earnings per common share $0.26 $0.17 $0.51 $0.39
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
4
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED JUNE 30
-----------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . $ 5,896,524 $ 4,474,645
Depreciation and amortization. . . . . . . . . . . . . 1,163,869 1,052,081
Deferred income taxes. . . . . . . . . . . . . . . . . 432,500 (2,000)
Other. . . . . . . . . . . . . . . . . . . . . . . . . (54,894) (130,777)
Changes in certain current assets and liabilities. . . (4,222,255) (1,438,485)
------------ ------------
Net cash provided by operating activities 3,215,744 3,955,464
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment . . . . . . (2,660,706) (3,655,072)
Purchase of investments. . . . . . . . . . . . . . . . (368,068) (2,419,216)
Cash received on sale of land and building . . . . . . 108,188
Cash received on sale of The Lynde Company . . . . . . 500,000
------------ ------------
Net cash used in investing activities (2,528,774) (5,966,100)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends paid. . . . . . . . . . . . . . . . . . (1,881,407) (1,581,869)
Debt repayment . . . . . . . . . . . . . . . . . . . . (56,008) (52,344)
Payments received on note receivable . . . . . . . . . 168,762 25,416
------------ ------------
Net cash used in financing activities (1,768,653) (1,608,797)
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (1,081,683) (3,619,433)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 8,932,125 9,906,107
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,850,442 $ 6,286,674
------------ ------------
------------ ------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for interest . . . . . . . . . . . . . . . . $ 49,149 $ 54,956
------------ ------------
------------ ------------
Cash paid for income taxes . . . . . . . . . . . . . . $ 3,060,771 $ 3,230,451
------------ ------------
------------ ------------
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements
5
<PAGE>
HAWKINS CHEMICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions for Form 10-Q and,
accordingly, do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
These statements should be read in conjunction with the financial
statements and footnotes included in the Company's Annual Report on Form
10-K for the year ended September 29, 1996, previously filed with the
Commission. In the opinion of management, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
necessary to present fairly the Company's financial position and the
results of its operations and cash flows for the periods presented.
The accounting policies followed by the Company are set forth in Note 1 to
the Company's financial statements in the 1996 Hawkins Chemical, Inc.
Annual Report which is incorporated by reference to Form 10-K filed with
the Commission on December 30, 1996.
2. The results of operations for the period ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the full
year.
3. Inventories, principally valued by the LIFO method, are less than current
cost by approximately $1,162,400 at June 30, 1997. Inventory consists
principally of finished goods. Inventory quantities fluctuate during the
year. No material amounts of interim liquidation of inventory quantities
have occurred that are not expected to be replaced by year-end.
4. Earnings per common share are based upon the weighted average number of
shares outstanding after giving retroactive effect to a 5% stock dividend
declared February 12, 1997 to shareholders of record at the close of
business on March 28, 1997. Cash dividends in the amount of $997,273 were
paid on April 11, 1997.
5. On May 29 1997, the Company sold the inventory and operations of The Lynde
Company, a wholly-owned subsidiary which specialized in swimming pool
chemicals, for $2,590,000, effective March 1, 1997. The Company recorded a
gain on the sale of approximately $1,324,800. At closing, Hawkins received
$500,000 and a note receivable for the balance. The note receivable is due
over the next 6 years plus interest at 8%.
Revenues for Lynde for the nine-month period ending June 30, 1997 and 1996
were $725,500 and $2,411,500, respectively. Lynde recorded a net loss
of $19,600 for the nine-month period ending June 30, 1997 and net income
of $154,200 for the nine-month period ended June 30, 1996.
6. On March 1, 1995, the Company and its subsidiary The Lynde Company were
named as defendants in an action entitled DONNA M. COOKSEY, ET AL. V.
HAWKINS CHEMICAL, INC. AND THE LYNDE COMPANY. This proceeding is pending
in state district court in Hennepin County, Minnesota. On March 28, 1997,
the court issued its decision on the plaintiffs' motion for class
certification. The court denied class certification as to all issues
except the issue of whether the Company is liable for the fire. Issues as
to whether a particular person was exposed to anything hazardous, whether
the alleged exposure
6
<PAGE>
caused any injuries, and whether any damages resulted were not certified by
the court and must be the subject of a separate suit or claim by each
person seeking damages. The court also rejected the plaintiffs' motion to
set aside the approximately 470 individual settlements which Hawkins
previously entered into with potential claimants. A trial on the issue of
liability has been set for October 20, 1997.
Earlier, by order dated February 8, 1997, the Court granted the plaintiffs'
motion to plead a claim for punitive damages on the ground the Company did
not have a sprinkler system installed at the time of the fire. This
decision means that the plaintiffs may ask the jury to award punitive
damages if the plaintiffs can prove by clear and convincing evidence that
the Company acted in deliberate disregard of the rights and safety of
others. The Company, with its consultant, was in the process of designing
a sprinkler system and hiring a contractor to install the system at the
time of the fire, in accordance with a schedule approved by the Minneapolis
Fire Department. Accordingly, while the court has allowed the plaintiffs
to plead a claim for punitive damages, the Company believes there is no
factual basis to support such an award. The Company anticipates asking the
court, at the appropriate time, to dismiss the punitive damage claim as a
matter of law.
7. In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share."
This statement specifies the computation, presentation, and disclosure
requirements for earnings per share. This Statement is effective for
financial statements issued for periods ending after December 15, 1997,
including interim periods. The Company does not believe the adoption of
SFAS No. 128 will have a material impact on the financial statements.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CONTINUING OPERATIONS
Net sales increased $1,591,966, or 7.1%, in the third quarter of this fiscal
year and $6,339,471, or 10.9%, in the first nine months of fiscal 1997 as
compared to the same periods a year ago. Net sales excluding The Lynde Company,
as this subsidiary was sold (see Note 5 and discussion below), increased
$3,086,668, or 14.9%, in the third quarter of this fiscal year and $8,025,495,
or 14.4%, in the first nine months of fiscal 1997 as compared to the same
periods a year ago. The revenue increases were primarily due to volume
increases throughout all of the Company's operating divisions and subsidiaries.
Gross margin, as a percentage of net sales, for the third quarter of this fiscal
year was 24.7% compared to 24.5% for the same quarter one year ago, and 22.5%
for the first nine months of both fiscal 1997 and 1996. The third quarter
increase was mainly due to maintaining the same dollar profit margin of a
single, large-volume product where the cost and selling price had decreased from
one year ago. The demand for this product does not fluctuate materially as the
cost and selling price increase or decrease. By maintaining stable dollar
margins, the gross margin percentage will generally increase when the cost of
the product is decreasing. The Company has generally been able to and expects
to continue to adjust its selling prices as the cost of materials and other
expenses change, thereby maintaining relatively stable dollar gross margins.
Selling, general and administrative expenses increased $342,371, or 14.3%, in
the third quarter and $646,823, or 10.0%, in the first nine months of fiscal
1997 as compared to the same periods in fiscal 1996. Selling, general and
administrative expenses, as a percentage of net sales, for the third quarter of
fiscal 1997 were 11.5% compared to 10.8% for the same quarter one year ago, and
11.0% for the first nine months of fiscal 1997 as compared to 11.1% for the
first nine months of fiscal 1996. These increases were mainly due to increased
employee compensation and benefits, which make up the majority of the selling,
general and administrative expenditures. Of the remaining expenses in this
category, no single item is more than 7% of the total. Most of these expenses
fluctuate only slightly with sales.
Income from operations increased $99,470, or 3.3%, in the third quarter and
$769,394, or 11.6%, in the first nine months of fiscal 1997 as compared to the
same periods one year ago. These increases are primarily attributable to the
net sales increase.
OTHER INCOME
Interest income increased $103,228 in the third quarter of fiscal 1997 as
compared to the same quarter one year ago and increased $135,345 for the first
nine months of this fiscal year as compared to the same period one year ago.
These increases are due to an increase in the amount of cash available for
investments and to a higher rate of return earned on cash equivalents and
investments. Interest expense decreased slightly due mainly to the decline in
long term debt.
On May 29, 1997, the Company reached an agreement, effective March 1, 1997, to
sell the inventory and operations of The Lynde Company. The sale resulted in a
gain of $1,324,827. Sales for Lynde were $725,500 and $2,411,500 for the nine-
month periods ending June 30, 1997 and 1996, respectively. Lynde had a net loss
of $19,600 for the nine-month period ending June 30, 1997 and net income of
$154,200 for the nine-month period ended June 30, 1996.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
For the nine-month period ended June 30, 1997, cash flows from operations were
$3,215,744. This amount is $739,720 lower than cash provided by operations
during the same period one year ago, due to changes in certain current assets
and liability accounts discussed below. During the nine-month period ended June
30, 1997, the Company invested an additional $368,068 in short-term investments
and added $2,660,706 in property and equipment additions.
Accounts receivable increased due to increased sales in the quarter.
Inventories and accounts payable decreased due to the sale of the business of
the Lynde subsidiary discussed previously and to the decrease in the cost of a
single, large-volume product. Other current assets increased due to payments of
prepaid expenses that will be charged to the remaining quarter of this fiscal
year. Other current liabilities decreased as a result of the payment of benefit
plan accruals that existed at fiscal year end. The Company did not issue any
securities during the nine-month period ended June 30, 1997.
The cash flows from operations, coupled with the Company's strong cash position,
puts the Company in a position to fund both short and long-term working capital
and capital investment needs with internally generated funds. Management does
not, therefore, anticipate the need to engage in significant financing
activities in either the short or long-term. If the need to obtain additional
capital does arise, however, management is confident that the Company's total
debt to capital ratio puts it in a position to issue either debt or equity
securities on favorable terms.
Although management continually reviews opportunities to enhance the value of
the Company through strategic acquisitions, other capital investments and
strategic divestitures, no material commitments for such investments or
divestitures currently exist. Until appropriate investment opportunities are
identified, the Company will continue to invest excess cash in conservative
investments. Cash equivalents consist of short-term certificates of deposit and
investments consist of relatively low-risk investment and annuity contracts with
highly rated, stable insurance companies, and marketable securities consisting
of investment grade municipal securities, all of which are carried at cost which
approximates fair value. All cash equivalents are highly liquid and are
available upon demand. There are some penalties associated with the early
liquidation of the Company's investment and annuity contracts.
Other than as discussed above, management is not aware of any matters that have
materially affected the first nine months of fiscal 1997, but are not expected
to materially affect future periods, nor is management aware of other matters
not affecting this period that are expected to materially affect future periods.
FORWARD-LOOKING STATEMENTS
THE INFORMATION CONTAINED IN THIS FORM 10-Q INCLUDES FORWARD-LOOKING STATEMENTS
AS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THESE FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES,
INCLUDING DEMAND FROM MAJOR CUSTOMERS, COMPETITION, CHANGES IN PRODUCT OR
CUSTOMER MIX OR REVENUES, CHANGES IN PRODUCT COSTS AND OPERATING EXPENSES, THE
OUTCOME OF PENDING LITIGATION AND OTHER FACTORS DISCLOSED THROUGHOUT THIS
REPORT. THE ACTUAL RESULTS THAT THE COMPANY ACHIEVES MAY DIFFER MATERIALLY FROM
ANY FORWARD-LOOKING STATEMENTS DUE TO SUCH RISKS AND UNCERTAINTIES. THE COMPANY
UNDERTAKES NO OBLIGATION TO REVISE ANY FORWARD-LOOKING STATEMENTS IN ORDER TO
REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE OF THIS REPORT.
READERS ARE URGED TO CAREFULLY REVIEW AND CONSIDER THE VARIOUS DISCLOSURES MADE
BY THE COMPANY IN THIS REPORT AND IN THE COMPANY'S OTHER REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION THAT ATTEMPT TO ADVISE INTERESTED PARTIES OF
THE RISKS AND UNCERTAINTIES THAT MAY AFFECT THE COMPANY'S FINANCIAL CONDITION
AND RESULTS OF OPERATION.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The following information was reported in the Registrant's Form 10-Q for
the quarter ended March 31, 1997, previously filed with the Commission.
LYNDE COMPANY WAREHOUSE FIRE. On March 1, 1995, the Company and its
subsidiary The Lynde Company were named as defendants in an action entitled
DONNA M. COOKSEY, ET AL. V. HAWKINS CHEMICAL, INC. AND THE LYNDE COMPANY.
This proceeding is pending in state district court in Hennepin County,
Minnesota. On March 28, 1997, the court issued its decision on the
plaintiffs' motion for class certification. The court denied class
certification as to all issues except the issue of whether the Company is
liable for the fire. Issues as to whether a particular person was exposed
to anything hazardous, whether the alleged exposure caused any injuries,
and whether any damages resulted were not certified by the court and must
be the subject of a separate suit or claim by each person seeking damages.
The court also rejected the plaintiffs' motion to set aside the
approximately 470 individual settlements which Hawkins previously entered
into with potential claimants. A trial on the issue of liability has been
set for October 20, 1997.
Earlier, by order dated February 8, 1997, the Court granted the plaintiffs'
motion to plead a claim for punitive damages on the ground the Company did
not have a sprinkler system installed at the time of the fire. This
decision means that the plaintiffs may ask the jury to award punitive
damages if the plaintiffs can prove by clear and convincing evidence that
the Company acted in deliberate disregard of the rights and safety of
others. The Company, with its consultant, was in the process of designing
a sprinkler system and hiring a contractor to install the system at the
time of the fire, in accordance with a schedule approved by the Minneapolis
Fire Department. Accordingly, while the court has allowed the plaintiffs
to plead a claim for punitive damages, the Company believes there is no
factual basis to support such an award. The Company anticipates asking the
court, at the appropriate time, to dismiss the punitive damage claim as a
matter of law.
There have been no material changes in the status of the legal proceedings
described above since the filing of the Company's quarterly report on
Form 10-Q for the quarter ended March 31, 1997.
10
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits are included with this Quarterly Report on Form 10-Q
(or incorporated by reference) as required by Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
----------- --------------------------------------------------
3.1 Amended and Second Restated Articles of
Incorporation as amended through February 28, 1989
(Incorporated by reference to Exhibit 3D to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989).
3.2 Second Amended and Superseding By-Laws as amended
through February 15, 1995 (incorporated by
reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended
October 1, 1995).
4 See Exhibits 3.1 and 3.2 above.
27 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the fiscal quarter ended
June 30, 1997.
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.
HAWKINS CHEMICAL, INC.
BY /s/ Howard M. Hawkins
--------------------------------------
Howard M. Hawkins, Treasurer,
Chief Financial and Accounting Officer
Dated: August 12, 1997
11
<PAGE>
EXHIBIT INDEX
The following exhibits are included with this Quarterly Report on Form 10-Q (or
incorporated by reference) as required by Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit Page No.
----------- ---------------------------------------------------- --------
3.1 Amended and Second Restated Articles of
Incorporation as amended through February 28, 1989
(Incorporated by reference to Exhibit 3D to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1989).
3.2 Second Amended and Superseding By-Laws as
amended through February 15, 1995
(incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K
for the year ended October 1, 1995).
4 See Exhibits 3.1 and 3.2 above.
27 Financial Data Schedule 13
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-28-1997
<PERIOD-START> SEP-30-1996
<PERIOD-END> JUN-30-1997
<CASH> 7,850,442
<SECURITIES> 10,872,671
<RECEIVABLES> 11,572,329
<ALLOWANCES> 0
<INVENTORY> 5,220,954
<CURRENT-ASSETS> 36,933,732
<PP&E> 14,733,113
<DEPRECIATION> 0
<TOTAL-ASSETS> 57,985,556
<CURRENT-LIABILITIES> 8,714,348
<BONDS> 0
0
0
<COMMON> 580,195
<OTHER-SE> 47,334,188
<TOTAL-LIABILITY-AND-EQUITY> 57,985,556
<SALES> 64,476,068
<TOTAL-REVENUES> 64,476,068
<CGS> 49,985,070
<TOTAL-COSTS> 57,076,583
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,620
<INCOME-PRETAX> 9,706,324
<INCOME-TAX> 3,809,800
<INCOME-CONTINUING> 5,896,524
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,896,524
<EPS-PRIMARY> .51
<EPS-DILUTED> .51
</TABLE>
