<PAGE> 1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
COMMISSION FILE NUMBER 1-5641
-----------
INSTRON CORPORATION
(Exact name of registrant as specified in its Charter)
<TABLE>
<S> <C>
MASSACHUSETTS 04-2057203
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
100 ROYALL STREET
CANTON, MASSACHUSETTS 02021
(Address of Principal executive offices) (Zip Code)
(617) 828-2500
(Registrant's telephone number, including area code)
---------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
The number of shares outstanding of each of the issuer's classes of common stock
as of August 9, 1996
COMMON STOCK, $1 PAR VALUE -- 6,413,157 SHARES
================================================================================
<PAGE> 2
INSTRON CORPORATION
<TABLE>
FORM 10-Q
Consolidated Statement of Income PART I
(Unaudited) ITEM 1
(In thousands, except share data)
<CAPTION>
For the three months ended
--------------------------------------
June 29, 1996 July 1, 1995
--------------------------------------
<S> <C> <C>
Revenue:
Sales $ 29,389 $ 32,575
Service 5,948 5,483
---------- ----------
Total revenue 35,337 38,058
---------- ----------
Cost of revenue:
Sales 16,227 18,508
Service 3,871 3,785
---------- ----------
Total cost of revenue 20,098 22,293
---------- ----------
Gross Profit 15,239 15,765
---------- ----------
Operating expenses:
Selling and administrative 11,105 11,235
Research and development 2,268 2,300
---------- ----------
Total operating expenses 13,373 13,535
---------- ----------
Income from operations 1,866 2,230
---------- ----------
Other expenses:
Interest 219 304
Foreign exchange (gains) losses 175 (150)
---------- ----------
Total other expenses 394 154
---------- ----------
Income before income taxes 1,472 2,076
Provision for income taxes 560 788
---------- ----------
Net income $ 912 $ 1,288
========== ==========
Net income per common share (Note 2) $ 0.14 $ 0.20
========== ==========
Average common and equivalent shares
outstanding (Note 2) 6,565,782 6,422,728
========== ==========
Dividends declared per share of
common stock $ 0.04 $ 0.00
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
2
<PAGE> 3
INSTRON CORPORATION
<TABLE>
FORM 10-Q
Consolidated Statement of Income PART I
(Unaudited) ITEM 1
(In thousands, except share data)
<CAPTION>
For the six months ended
-----------------------------
June 29, 1996 July 1, 1995
-----------------------------
<S> <C> <C>
Revenue:
Sales $ 59,140 $ 61,279
Service 11,421 10,944
---------- ----------
Total revenue 70,561 72,223
---------- ----------
Cost of revenue:
Sales 32,853 34,349
Service 7,813 7,701
---------- ----------
Total cost of revenue 40,666 42,050
---------- ----------
Gross Profit 29,895 30,173
---------- ----------
Operating expenses:
Selling and administrative 22,097 22,026
Research and development 4,405 4,438
Special items charge (Note 4) 1,812 0
---------- ----------
Total operating expenses 28,314 26,464
---------- ----------
Income from operations 1,581 3,709
---------- ----------
Other expenses:
Interest 474 698
Foreign exchange gains (8) (56)
---------- ----------
Total other expenses 466 642
---------- ----------
Income before income taxes 1,115 3,067
Provision for income taxes 424 1,165
---------- ----------
Net income $ 691 $ 1,902
========== ==========
Net income per common share (Note 2) $ 0.11 $ 0.30
========== ==========
Average common and equivalent shares
outstanding (Note 2) 6,538,858 6,412,360
========== ==========
Dividends declared per share of
common stock $ 0.08 $ 0.07
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE> 4
INSTRON CORPORATION
<TABLE> FORM 10-Q
Consolidated Balance Sheet PART I
(In thousands, except share data) ITEM 1
<CAPTION>
June 29, December 31,
1996 1995
----------- ------------
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,753 $ 1,644
Accounts receivable (net of
allowance for doubtful accounts of
$990 in 1996 and $1,040 in 1995) 41,435 47,504
Inventories 30,100 24,337
Deferred income taxes 3,653 3,544
Prepaid expenses and other current assets 2,440 2,835
-------- --------
Total current assets 80,381 79,864
Property, plant and equipment, net 21,395 21,809
Deferred income taxes 1,427 1,476
Other assets 9,125 10,185
-------- --------
Total assets $112,328 $113,334
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 7,852 $ 8,650
Accounts payable 8,086 9,746
Accrued liabilities 13,635 12,704
Accrued employee compensation and benefits 5,182 6,135
Accrued income taxes 1,033 2,496
Advance payments received on contracts 2,714 1,874
-------- --------
Total current liabilities 38,502 41,605
Long-term debt 12,167 11,225
Other long-term liabilities 4,994 4,402
-------- --------
Total liabilities 55,663 57,232
-------- --------
Stockholders' equity:
Preferred stock, $1 par value; 1,000,000
shares authorized, none issued 0 0
Common stock, $1 par value; 10,000,000 shares
authorized, 6,488,109 and 6,415,321 shares
issued, respectively 6,488 6,415
Additional paid in capital 3,246 2,538
Retained earnings 52,619 52,439
Cumulative translation adjustment (4,974) (4,576)
-------- --------
57,379 56,816
Less: Treasury stock of 74,952 shares
at cost 714 714
-------- --------
Total stockholders' equity 56,665 56,102
-------- --------
Total liabilities and stockholders' equity $112,328 $113,334
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE> 5
INSTRON CORPORATION
<TABLE> FORM 10-Q
Consolidated Statement of Cash Flows PART I
(Unaudited) ITEM 1
<CAPTION>
(In thousands) For the six months ended
-------------------------------
June 29, 1996 July 1, 1995
-------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 691 $ 1,902
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,407 3,299
Provision for losses on accounts receivable 49 56
Decrease in deferred taxes (94) (44)
Changes in assets and liabilities, excluding
the effects from purchase of business:
Decrease in accounts receivable 5,667 497
Increase in inventories (5,749) (3,316)
(Increase) decrease in prepaid expenses
and other current assets 394 (278)
Increase (decrease) in accounts
payable and accrued expenses (2,146) (2,021)
Increase in other long-term liabilities 743 418
Other 475 1,084
------- -------
Net cash provided by operating activities 3,437 1,597
------- -------
Cash flows from investing activities:
Capital expenditures (2,037) (3,190)
Capitalized software costs (624) (504)
Purchase of business, net of cash acquired 0 (2,660)
Other 125 (14)
------- -------
Net cash used by investing activities (2,536) (6,368)
------- -------
Cash flows from financing activities:
Net borrowings under revolving credit and
term loan facility 939 3,527
Net short-term borrowings (776) 3,532
Cash dividends paid (511) (442)
Proceeds from exercise of stock options 561 196
------- -------
Net cash provided by financing activities 213 6,813
------- -------
Effect of exchange rate changes on cash (5) 9
------- -------
Net increase in cash and cash equivalents 1,109 2,051
------- -------
Cash and cash equivalents at beginning of year 1,644 1,877
------- -------
Cash and cash equivalents at end of period $ 2,753 $ 3,928
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 804 $ 921
Income taxes 816 433
Supplemental disclosures of non-cash investing
and financing activities:
Liabilities incurred or assumed
in business acquisition $ 0 $ 345
</TABLE>
See accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
INSTRON CORPORATION FORM 10-Q
PART I
Notes to Consolidated Financial Statements ITEM 1
June 29, 1996
(unaudited)
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's annual report on Form 10-K for the year ended
December 31, 1995.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that effect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported periods. Actual
results could differ from those estimates.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the six month period ended June 29,
1996 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1996.
2. Net Income per Share
--------------------
Net income per share is based on the weighted average number of common
shares and common share equivalents outstanding.
3. Inventories
-----------
<TABLE>
(In thousands) June 29, 1996 December 31, 1995
------------- -----------------
<S> <C> <C>
Raw Materials $11,984 $11,269
Work-in-process 7,285 5,257
Finished goods 10,831 7,811
------- -------
$30,100 $24,337
======= =======
</TABLE>
Inventories are valued at the lower of cost or market (net realizable
value). The last-in, first-out (LIFO) method of determining cost is
principally used for inventories in the United States and the Asian
branches. The Company uses the first-in, first-out (FIFO) method for all
other inventories. Inventories valued at LIFO amounted to $13,579,000 and
$9,721,000 at June 29, 1996 and December 31, 1995, respectively. The excess
of current cost over stated LIFO value was $4,720,000 at June 29, 1996 and
$4,535,000 at December 31, 1995.
6
<PAGE> 7
INSTRON CORPORATION FORM 10-Q
PART I
Notes to Consolidated Financial Statements ITEM 1
June 29, 1996
(unaudited)
4. Special Items Charge
--------------------
During the first quarter of 1996, the Company recorded a special items
charge to operations of $1,812,000 representing the costs to implement a
work force reduction and consolidation of certain manufacturing operations.
These actions were taken to improve the overall cost structure and
efficiency of the Company's operations, particularly those relating to
previous acquisitions.
7
<PAGE> 8
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
- ---------------------
Quarter ended June 29, 1996 vs. Quarter ended July 1, 1995
- ----------------------------------------------------------
Revenues for the second quarter of 1996 were $35,337,000, a decrease of
7.1% from the same period last year. This decrease occurred primarily in North
America and reflects the high sales volume reported in the second quarter of
1995 which included shipments of large testing systems in excess of normal
levels. In addition, the decline in revenues was due to certain system shipments
being delayed until the third quarter of 1996, partially offset by higher
service revenue. Foreign sales accounted for approximately 61% of consolidated
second quarter revenues compared with 57% for the second quarter of 1995.
Gross margin as a percentage of revenue increased to 43.1% for the second
quarter of 1996 compared to 41.4% for the second quarter of 1995. The higher
gross margin is principally due to an easing of competitive price pressures and
improved service profitability.
Total selling and administrative expenses decreased by 1.2% compared to the
same period in 1995. As a percentage of revenue, selling and administrative
expenses increased to 31.4% in the second quarter of 1996 compared to 29.5% for
the comparable period last year, due to the lower volume of revenue in 1996
versus 1995.
Research and development expenses decreased by 1.4% (3.3%, if adjusted for
capitalized software development costs) for the second quarter of 1996 compared
with the prior year's second quarter. The Company capitalized $219,000 of
software development costs during the second quarter of 1996 compared with
$271,000 in the second quarter of 1995. As a percentage of revenue, research and
development expenditures were approximately 7% in 1996 and 1995.
Net interest expense decreased by $85,000 or 28.0% compared to the second
quarter of 1995 due to lower average borrowings and lower interest rates.
Foreign exchange losses of $175,000 in the second quarter of 1996 resulted
primarily from the weakening of certain European currencies against the British
pound. This compares to a foreign exchange gain of $150,000 for the second
quarter of 1995, resulting from a stronger Japanese yen versus the U.S. dollar
and British pound.
8
<PAGE> 9
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS (continued)
- ---------------------------------
Quarter ended June 29, 1996 vs. Quarter ended July 1, 1995 (continued)
- -----------------------------------------------------------------------
Net income of $912,000 for the second quarter of 1996 decreased by 29.2%
compared to the second quarter of 1995. Earnings per share for the three months
ended June 29, 1996, was 14 cents per share compared to 20 cents per share for
the comparable prior year period. This decrease in earnings was principally due
to the lower revenue.
The consolidated effective tax rate was 38% in the second quarter of 1996
and 1995.
Six Months ended June 29, 1996 vs Six Months ended July 1, 1995
- ---------------------------------------------------------------
Revenues for the six months ended June 29, 1996, decreased by 2.3% from the
comparable 1995 period, due to the lower revenue reported in North America, as
discussed above, partially offset by increased revenues in the Company's
European and Asia/Latin America operations. Excluding the effect of changes in
foreign exchange rates, total revenue would have increased by 0.9%. Foreign
revenues accounted for approximately 63% of the consolidated first six months
revenue compared to 58% in 1995.
Gross margin as a percentage of revenue increased to 42.4% compared with
41.8% in the first half of 1995. The higher gross margin is principally due to
improved service profitability and a mix of higher margin products.
Selling and administrative expenses for the first six months of 1996
increased slightly compared to the same period in 1995 and as a percentage of
revenue, selling and administrative expenses increased to 31.3% in the first
half of 1996 compared to 30.5% for the same period last year, due primarily to
the lower volume of revenue in 1996 compared to 1995.
9
<PAGE> 10
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Research and development expenses decreased by 0.7% (increased by 1.8%, if
adjusted for amounts capitalized as software development) for the first six
months of 1996 compared with the same period in 1995. During the first half of
1996, the Company capitalized $624,000 of software development costs compared
with $504,000 in the first half of 1995. As a percentage of revenue, research
and development expenditures were 7.1% for the first half of 1996 compared to
6.8% for the same period in 1995.
Net interest expense decreased by $224,000 or 32% compared to the first six
months of 1995 due to lower average borrowings and lower interest rates.
The consolidated effective tax rate was 38% for the six months ended June
29, 1996 and July 1, 1995.
Net income was $691,000 for the first six months of 1996 compared to
$1,902,000 for the same period in 1995. Earnings per share for the six months
ended June 29, 1996 was 11 cents compared to 30 cents per share for the
comparable period in 1995. The decrease in earnings was due to a special items
charge of $1,812,000 ($1,123,000 net of taxes) recorded in the first quarter of
1996 (see Note 4) and to lower revenue in the second quarter of 1996. Excluding
the effects of the special items charge, net income for the first six months of
1996 would have been $1,815,000 or 28 cents per share.
Financial Condition
- -------------------
In the first half of 1996, the Company generated net operating cash flows
of $3.4 million which was used to fund capital expenditures of $2.0 million and
software development costs of $0.6 million. Cash and cash equivalents increased
by $1.1 million in the first six months of 1996.
At June 29, 1996, the Company had $12.8 million of available credit under
its $25.0 million multicurrency revolving credit and term loan facility. The
Company's subsidiaries have other overdraft and borrowing facilities for
allowing advances of approximately $27.0 million of which $7.9 million were
outstanding at June 29, 1996. The ratio of total debt to debt plus equity at
June 29, 1996, was 26.1%, essentially unchanged from year-end 1995.
10
<PAGE> 11
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition (continued)
- -------------------------------
Accounts receivable decreased by $6.1 million from year-end 1995, which
reflects the seasonally lower second quarter revenues. Inventories increased by
$5.8 million from the end of 1995 as certain system orders are being completed
for shipment in the third quarter of 1996. The inventory turnover ratio
decreased to 2.64 from 2.90 at year-end 1995, as a result of the inventory build
and lower shipments.
The Company believes its present capital resources and anticipated
operating cash flows are sufficient to meet its current and future cash
requirements to finance operations, capital expenditures and acquisitions.
The Company's order backlog was $35.0 million at the end of the second
quarter of 1996, an increase of 8.2% from the end of the prior year's second
quarter and a decrease of 3.2% from year end 1995.
Bookings for the first six months of 1996 were $71.0 million, unchanged
from the same period last year. Excluding the effect of changes in foreign
exchange rates, bookings for the first half of 1996 would have increased by
3.2%. Bookings for the second quarter of 1996 decreased by 3.8% from the same
period in 1995. Excluding the effect of changes in foreign exchange rates,
bookings for the second quarter of 1996 would have increased by 0.5%.
The Company anticipates that order bookings will improve in the second half
of 1996. Based on this and the existing order backlog, the Company expects to
meet its 1996 plan for revenue and earnings.
This Form 10-Q contains forecasts of future revenues and earnings which
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Investors are cautioned that the Company's quarterly operating results have
varied in the past and are likely to vary in the future as a result of a number
of factors, many of which are outside the control of the Company. Accordingly no
assurances can be given that actual results will not differ materially from
those projected in the forward-looking statements contained in this Form 10-Q.
Certain factors that might cause such a difference include the following: the
potential fluctuations in quarterly results due to unpredictable customer
demands and the difficulty of projecting such fluctuations; the seasonality of
the Company's business, including the decline of business in Europe during the
summer months; increased competition in the Company's businesses and the impact
of competitive products and pricing, including a willingness of competitors
11
<PAGE> 12
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
to cut prices in order to preserve or gain market share; the risks inherent in
new product development and introductions, including uncertainty of customer
acceptance and price-performance relative to competitors; dependency on
suppliers, including supplier interruption of or price increases for materials,
parts or components; the uncertainties of operating in a global economy,
including fluctuations in the economic conditions of the foreign and domestic
markets served by the Company which can affect the demand for its products and
services as well as fluctuations in exchange rates and inflation all of which
can affect the amounts of revenues and earnings reported by the Company; and the
Company's ability to successfully integrate the products and operations of
businesses acquired by the Company, including Wilson Instruments, Wolpert, Shore
Instruments and potentially the Joint Venture which Instron anticipates it will
enter into with Carl Schenck AG.
12
<PAGE> 13
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART II
ITEM 2
Part II - Other Information
Item 1. Legal Proceedings
- --------------------------
Neither the Registrant nor any of its subsidiaries is a party to, nor is any of
their property the subject of, any material pending legal proceedings.
Item 2. Changes in the Rights of the Company's Security Holders
- ----------------------------------------------------------------
None.
Item 3. Defaults Upon Senior Securities
- ----------------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
At the 1996 Annual Meeting of Stockholders of the Registrant held on May 15,
1996, the three directors nominated by management, as listed in the Registrant's
proxy statement, were elected. At the Annual Meeting, these three nominees
received the following votes: George S. Burr, 5,715,680 For, 55,861 Withheld;
Nicholas J. Grant: 5,673,791 For, 97,750 Withheld; John W. Lacey: 5,684,764 For,
86,777 Withheld. There were no abstentions or broker nonvotes with respect to
the election of directors at the Annual Meeting.
Also at the Annual Meeting:
In Stockholder Proposal II, to approve an amendment to the Corporation's
1992 Stock Incentive Plan, the following reflects the voting on this
matter:
FOR: 4,932,878; AGAINST: 789,740; ABSTAIN: 49,923
--- ------- -------
In Stockholder Proposal III, the shareholder Proposal relating to employee
compensation arrangements, the following reflects the voting on this
matter:
FOR: 2,094,053; AGAINST: 3,159,238; ABSTAIN: 54,760; NON-VOTING: 463,490
--- ------- ------- ----------
In Stockholder Proposal IV, the shareholder proposal relating to
non-employee director compensation, the following reflects the voting on
this matter:
FOR: 1,304,745; AGAINST: 3,950,713; ABSTAIN: 52,493; NON-VOTING: 463,590
--- ------- ------- ----------
13
<PAGE> 14
INSTRON CORPORATION FORM 10-Q
June 29, 1996 PART II
ITEM 2
Part II - Other Information
Item 5. Other Information
- --------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a. Exhibits
--------
Exhibit 11 - Computation of Primary and Fully Diluted
Earnings per Share.
b. Reports on Form 8-K
-------------------
None.
14
<PAGE> 15
FORM 10-Q
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSTRON CORPORATION
Date: August 9, 1996 By/s/ James M. McConnell
------------------------
James M. McConnell
President and
Chief Executive Officer
Date: August 9, 1996 By/s/ Linton A. Moulding
------------------------
Linton A. Moulding
Chief Financial Officer
15
<PAGE> 1
EXHIBIT 11
INSTRON CORPORATION
<TABLE>
COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
-----------------------------------------------------------
(Unaudited)
<CAPTION>
Three Months Ended Six months ended
-------------------------- ----------------------------
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 912,000 $1,288,000 $ 691,000 $1,902,000
========== ========== ========== ==========
Primary earnings per share:
Weighted average number of common shares outstanding 6,403,629 6,331,555 6,376,615 6,313,545
Add: Shares arising from the assumed exercise
of stock options (as determined under the
Treasury Stock Method) 162,153 91,173 162,243 98,815
---------- ---------- ---------- ----------
Weighted average of common and equivalent shares 6,565,782 6,422,728 6,538,858 6,412,360
========== ========== ========== ==========
Primary earnings per share $ .14 $ .20 $ .11 $ .30
========== ========== ========== ==========
Fully diluted earnings per share (1):
Weighted average of common and equivalent shares
outstanding (as determined for the Primary
earnings per share calculation above) 6,565,782 6,422,728 6,538,858 6,412,360
Add: Additional shares arising from the assumed
exercise of stock options (as determined
under the Treasury Stock Method) 0 0 14,273 0
---------- ---------- ---------- ----------
Weighted average of common and equivalent shares 6,565,782 6,422,728 6,553,131 6,412,360
========== ========== ========== ==========
Fully diluted earnings per share $ .14 $ .20 $ .11 $ .30
========== ========== ========== ==========
<FN>
Note (1): This calculation is submitted in accordance with the Securities Act
of 1933 Release No. 5,133 although it is not required by footnote 2
to paragraph 14 of APB Opinion No. 15 because it results in dilution
of less than 3%.
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME, CONSOLIDATED BALANCE SHEET AND CONSOLIDATED
STATEMENT OF CASH FLOWS. AND IS QUAILIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10-Q FOR THE PERIOD ENDED JUNE 29, 1996
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-29-1996
<EXCHANGE-RATE> 1
<CASH> 2,753
<SECURITIES> 0
<RECEIVABLES> 41,435
<ALLOWANCES> 990
<INVENTORY> 30,100
<CURRENT-ASSETS> 80,381
<PP&E> 57,879
<DEPRECIATION> 36,484
<TOTAL-ASSETS> 112,328
<CURRENT-LIABILITIES> 38,502
<BONDS> 0
<COMMON> 6,488
0
0
<OTHER-SE> 50,177
<TOTAL-LIABILITY-AND-EQUITY> 112,328
<SALES> 59,140
<TOTAL-REVENUES> 70,561
<CGS> 32,853
<TOTAL-COSTS> 40,666
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 49
<INTEREST-EXPENSE> 474
<INCOME-PRETAX> 1,115
<INCOME-TAX> 424
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 691
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
