<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 28, 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 1-5641
INSTRON CORPORATION
(Exact name of registrant as specified in its Charter)
Massachusetts 04-2057203
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
100 Royall Street 02021
Canton, Massachusetts (Zip Code)
(Address of Principal executive offices)
(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 1, 1997.
Common Stock, $1 par value -- 6,769,687 shares
================================================================================
<PAGE> 2
INSTRON CORPORATION FORM 10-Q
Consolidated Statement of Income PART I
(Unaudited) ITEM 1
(In thousands, except share data)
<TABLE>
<CAPTION>
For the three months ended
---------------------------------------
June 28, 1997 June 29, 1996
---------------------------------------
<S> <C> <C>
Revenue:
Sales $ 30,977 $ 29,389
Service 6,147 5,948
----------- -----------
Total revenue 37,124 35,337
----------- -----------
Cost of revenue:
Sales 17,890 16,227
Service 4,107 3,871
----------- -----------
Total cost of revenue 21,997 20,098
----------- -----------
Gross Profit 15,127 15,239
----------- -----------
Operating expenses:
Selling and administrative 10,794 11,105
Research and development 1,760 2,268
----------- -----------
Total operating expenses 12,554 13,373
----------- -----------
Income from operations 2,573 1,866
----------- -----------
Other expenses:
Interest 231 219
Foreign exchange (gains) losses (34) 175
----------- -----------
Total other expenses 197 394
----------- -----------
Income before income taxes 2,376 1,472
Provision for income taxes 906 560
----------- -----------
Net income $ 1,470 $ 912
=========== ===========
Net income per common share
(Note 2) $ .22 $ 0.14
=========== ===========
Average common and equivalent
shares outstanding (Note 2) 6,584,160 6,565,782
=========== ===========
Dividends declared per share of
common stock $ .04 $ 0.04
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
2
<PAGE> 3
INSTRON CORPORATION FORM 10-Q
Consolidated Statement of Income PART I
(Unaudited) ITEM 1
(In thousands, except share data)
<TABLE>
<CAPTION>
For the six months ended
---------------------------------
June 28, 1997 June 29, 1996
---------------------------------
<S> <C> <C>
Revenue:
Sales $ 60,800 $ 59,140
Service 12,347 11,421
----------- -----------
Total revenue 73,147 70,561
----------- -----------
Cost of revenue:
Sales 34,949 32,853
Service 8,365 7,813
----------- -----------
Total cost of revenue 43,314 40,666
----------- -----------
Gross Profit 29,833 29,895
----------- -----------
Operating expenses:
Selling and administrative 21,653 22,097
Research and development 3,668 4,405
Special items charge 0 1,812
----------- -----------
Total operating expenses 25,321 28,314
----------- -----------
Income from operations 4,512 1,581
----------- -----------
Other expenses:
Interest 560 474
Foreign exchange (gains) losses 94 (8)
----------- -----------
Total other expenses 654 466
----------- -----------
Income before income taxes 3,858 1,115
Provision for income taxes 1,469 424
----------- -----------
Net income $ 2,389 $ 691
=========== ===========
Net income per common share (Note 2) $ .36 $ 0.11
=========== ===========
Average common and equivalent shares
outstanding (Note 2) 6,563,369 6,538,858
=========== ===========
Dividends declared per share of
common stock $ .08 $ 0.08
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE> 4
INSTRON CORPORATION FORM 10-Q
Consolidated Balance Sheet PART I
(In thousands, except share data) ITEM 1
<TABLE>
<CAPTION>
For the six months ended
------------------------
June 28, December 31,
1997 1996
------------- ------------
ASSETS: (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,141 $ 2,541
Accounts receivable (net of
allowance for doubtful accounts of
$900 in 1997 and $1,107 in 1996) 41,060 46,938
Inventories 26,282 26,320
Deferred income taxes 3,765 3,602
Prepaid expenses and other current assets 1,899 1,857
--------- ---------
Total current assets 75,147 81,258
Property, plant and equipment, net 20,873 22,466
Deferred income taxes 1,210 1,203
Other assets 17,698 16,906
--------- ---------
Total assets $ 114,928 $ 121,833
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 4,076 $ 6,510
Accounts payable 8,256 7,153
Accrued liabilities 13,526 12,805
Accrued employee compensation and benefits 4,660 6,205
Accrued income taxes 515 1,602
Advance payments received on contracts 1,473 2,889
--------- ---------
Total current liabilities 32,506 37,164
Long-term debt 14,440 17,409
Other long-term liabilities 5,124 4,859
--------- ---------
Total liabilities 52,070 59,432
--------- ---------
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, 6,769,687 and 6,519,687 shares
issued, respectively 6,770 6,520
Additional paid in capital 6,327 3,514
Deferred compensation (3,063) 0
Retained earnings 57,860 55,997
Cumulative translation adjustment (4,322) (2,916)
--------- ---------
63,572 63,115
Less: Treasury stock of 74,952 shares
at cost 714 714
--------- ---------
Total stockholders' equity 62,858 62,401
--------- ---------
Total liabilities and stockholders' equity $ 114,928 $ 121,833
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE> 5
INSTRON CORPORATION FORM 10-Q
Consolidated Statement of Cash Flows PART I
(Unaudited) ITEM 1
(In thousands)
<TABLE>
<CAPTION>
For the six months ended
---------------------------
June 28, December 31,
1997 1996
------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,389 $ 691
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,244 3,407
Provision for losses on accounts receivable 145 49
Decrease in deferred taxes (14) (94)
Changes in assets and liabilities, excluding
the effects from purchase of business:
Decrease in accounts receivable 6,598 5,667
(Increase) decrease in inventories 539 (5,749)
(Increase) decrease in prepaid expenses
and other current assets (145) 394
Decrease in accounts
payable and accrued expenses (2,437) (2,146)
Increase in other long-term liabilities 157
743
Other (1,908) 475
------- -------
Net cash provided by operating activities 8,568 3,437
------- -------
Cash flows from investing activities:
Capital expenditures (1,302) (2,037)
Purchase of business (2,010) 0
Capitalized software costs (133) (624)
Other 213 125
------- -------
Net cash used by investing activities (3,232) (2,536)
------- -------
Cash flows from financing activities:
Net borrowings under revolving credit and
term loan facility (2,901) 939
Net short-term borrowings (2,250) (776)
Cash dividends paid (526) (511)
Proceeds from exercise of stock options 0 561
------- -------
Net cash provided by (used in) financing
activities (5,677) 213
------- -------
Effect of exchange rate changes on cash (59) (5)
------- -------
Net increase (decrease) in cash and cash equivalents (400) 1,109
------- -------
Cash and cash equivalents at beginning of year 2,541 1,644
------- -------
Cash and cash equivalents at end of period $ 2,141 $ 2,753
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 744 $ 804
Income taxes 1,996 816
Supplemental disclosures of non-cash investing
and financing activities:
Liabilities incurred or assumed
in business acquisition $ 639 $ 0
</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 28, 1997
(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, 1996.
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 28, 1997 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1997.
The Financial Accounting Standard Board recently issued Statement of
Financial Accounting Standard No. 130, " Reporting Comprehensive Income."
This Statement requires that changes in comprehensive income be shown in a
financial statement that is displayed with the same prominence as other
financial statements. The Statement will become effective for fiscal years
beginning after December 15, 1997. The Company will adopt the new standard
beginning in the first quarter of the fiscal year ending December 31, 1998.
In June 1997, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131). SFAS No. 131 specifies
new guidelines for determining a company's operating segments and related
requirements for disclosure. The Company is in the process of evaluating the
impact of the new standard on the presentation of the financial statements
and the disclosures therein. The Statement will become effective for fiscal
years beginning after December 15, 1997. The Company will adopt the new
standard for the fiscal year ending December 31, 1998.
2. NET INCOME PER SHARE
--------------------
Net income per share is based on the weighted average number of common
shares and common share equivalents outstanding.
6
<PAGE> 7
INSTRON CORPORATION FORM 10-Q
PART I
Notes to Consolidated Financial Statements ITEM 1
June 28, 1997
(unaudited)
In February 1997, The Financial Accounting Standards Board issued
Statement on Financial Accounting Standards No. 128, Earnings per Share (SFAS
128). This statement attempts to simplify current standards used in the
United States for computing earnings per share and make them more comparable
with international standards. SFAS 128 replaces APB Opinion 15 and related
interpretations (APB 15). APB 15 requires the dual presentation of primary
and fully diluted earnings per share. Primary EPS shows the amount of income
attributed to each share of common stock if every common stock equivalent
were converted into common stock. Fully diluted EPS considers common stock
equivalents and all other securities that could be converted into common
stock.
SFAS 128 simplifies the computation of EPS by replacing the presentation
of primary EPS with a presentation of basic EPS. Basic EPS includes no
dilution and is computed by dividing income available to common stockholders
by the weighted-average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution of securities that could share in
the earnings of an entity, similar to fully diluted EPS. SFAS 128 is
effective for financial statements issued for periods ending after December
15, 1997, including interim periods, earlier application is not permitted.
SFAS 128 requires restatement of all prior period earnings per share data.
Had the Company computed earnings per share consistent with the provisions
of SFAS 128 basic EPS would have been $0.22 and $.14 for the three month
period ended June 28, 1997 and June 29, 1996, respectively, and $0.36 and
$.11 for the six month period ended June 28, 1997 and June 29, 1996,
respectively. Diluted EPS would have been equivalent to the earnings (loss)
per share amount reported.
3. Inventories
----------- June 28, 1997 December 31, 1996
(In Thousands) ------------- -----------------
Raw Materials $13,220 $ 13,416
Work-in-process 6,654 5,550
Finished goods 6,408 7,354
------- ---------
$26,282 $ 26,320
======= =========
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 $10,449,000 and
$10,808,000 at June 28, 1997 and December 31,
7
<PAGE> 8
INSTRON CORPORATION FORM 10-Q
June 28, 1997 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
3. INVENTORIES (CONTINUED)
----------------------
1996, respectively. The excess of current cost over stated LIFO value was
$5,164,000 at June 28, 1997 and $4,990,000 at December 31, 1996.
RESULTS OF OPERATIONS
---------------------
Quarter ended June 28, 1997 vs. Quarter ended June 29, 1996
-----------------------------------------------------------
As previously disclosed, Instron contributed its structures business
as part of the agreement to form the Joint Venture, Instron Schenck
Testing Systems ("IST"), with Carl Schenck AG in November of 1996. The
investment in IST has been accounted for under the equity method of
accounting. Under a manufacturing and supply agreement, Instron has
supplied structures systems to IST at substantially reduced gross margins
compared to gross margins achieved on structures business in 1996. The
normal gross margin on these systems is reflected in IST's financial
results. The revenue on shipments to IST and related manufacturing costs
are included in the Company's consolidated revenue and cost of revenue.
Orders received from IST are not reflected in the Company's total
bookings and backlog figures as the expected profit margin on this
business is substantially lower than the Company's normal operations.
Under a research and development agreement, as well as a support services
agreement, Instron has rebilled IST for development projects and support
services that Instron provided to IST. Financial comparisons of the
results of the second quarter are also impacted by the disposal of the
LMS business on April 14, 1997. Historically this operation did not
contribute significantly to operating income, however, its exclusion from
the second quarter results of 1997 has an effect on the comparison of
revenues and operating expenses.
Revenues for the second quarter of 1997 were $37,124,000, an increase
of 5.1% from the same period last year. If the second quarter revenue of
1996 is adjusted to exclude structures shipments which are now recorded by
IST joint venture, and the revenues of LMS, then the increase in
revenues of the ongoing business is 9.9%. This increase occurred primarily
in North America, where activity remains very strong across all product
lines. Foreign sales accounted for approximately 61% of consolidated
second quarter revenues, compared with 61% for the second quarter of 1996.
The Company's consolidated gross margin as a percentage of revenue
decreased to 40.7% for the second quarter of 1997 compared to 43.1% for
the second quarter of 1996. This is due primarily to the impact of
supplying IST with
8
<PAGE> 9
INSTRON CORPORATION FORM 10-Q
June 28, 1997 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS (continued)
---------------------------------
Quarter Ended June 28, 1997 vs. Quarter Ended June 29, 1996
-----------------------------------------------------------
$1.7 million of structure systems, as discussed above. The Company
continues to expect its gross margin percentage to be negatively effected
during fiscal year 1997 resulting from its agreement to supply products to
IST at lower profit margins.
Total selling and administrative expenses decreased by 2.8% compared
to the second quarter of 1996, due to the disposal of LMS and the
recovery of certain administrative expenses from IST. As a percentage of
revenue, selling and administrative expenses were 29.1% in the second
quarter of 1997 compared to 31.4% for the comparable period last year.
Research and development expenses decreased by 22.4% for the second
quarter of 1997 compared with the first quarter of 1997. The primary
reason for this decrease is the result of certain Instron engineering
resources being utilized to develop new products for IST in accordance
with the joint venture agreement. The costs associated with the
development efforts were transferred to IST and represent Instron's
strategy of leveraging its existing technology and application knowledge
within the structural testing market. No software development costs were
capitalized during the second quarter of 1997 compared with $219,000 of
capitalized software development costs in the second quarter of last
year. If software capitalization costs and engineering costs to IST were
included as period expenses, research and development expenses would have
decreased by 12.2%.
Income from operations for the second quarter was $2,573,000, an
increase of 37.9% compared to the second quarter last year on an increase
in total revenue of 5.1%. Total income from operations expressed as a
percentage of total revenue has increased to 6.9% from 5.3% for the same
period in 1996.
Net income of $1,470,000 for the second quarter of 1997 increased by
61.2% compared to net income of $912,000 for the second quarter of 1996.
Earnings for the three months ended June 28, 1997 were 22 cents per share
compared to 14 cents per share for the same period last year. This
increase in earnings is principally due to the 9.9% increase in the
revenue from ongoing business and lower operating expenses due to the
recovery of certain expenses from IST.
9
<PAGE> 10
Management's Discussion and Analysis of
Financial Condition and Results of Operations
INSTRON CORPORATION FORM 10-Q
June 28, 1997 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS (CONTINUED)
Six Months ended June 28, 1997 vs Six Months ended June 29, 1996
----------------------------------------------------------------
Revenues for the six months ended June 28, 1997, increased by 3.7%
from the comparable 1996 period. Removing the effect of LMS and the
structures business (contributed to IST), which are no longer included in
our ongoing business, the increase would be 6.8%. This increase has
occurred primarily in the North America and the Asia/Latin America
operations. Foreign sales accounted for approximately 60% of the
consolidated first six months' revenue compared to 63% in 1996.
Gross margin as a percentage of revenue decreased to 40.8% compared
with 42.4% in the first half of 1996. This is due to the impact of
supplying IST with structures systems at lower than normal profit levels.
Total selling and administrative expenses decreased by 2.0% compared
to the same period in 1996 and as a percentage of revenue, selling and
administrative expenses decreased to 29.6% compared to 31.3% for the same
period last year. This is due primarily to certain selling and
administrative expenses being recovered from IST and the exclusion of
expenses relating to LMS after the sale of the business on April 14,
1997.
Research and development expenses decreased by 16.7% for the first six
months of 1997 compared with the same period in 1996. During the first
half of 1997, the Company capitalized $133,000 of software development
costs compared with $624,000 in the first half of 1996. If these costs
were included and if the engineering costs to IST were included as period
expenses, research and development expenses would have decreased by 5.9%.
Total Income from operations for the first half of 1997 was $4,512,000
compared to $1,581,000 for the same period last year. The results for the
first six months of 1996 included a special items charge of $1,812,000,
representing the cost of implementing a work force reduction and
consolidation of certain manufacturing expenses.
Net interest expense increased by 18.1% compared to the first six
months of 1996 due to higher borrowings resulting primarily from the
Company's cash investment of approximately $7.0 million to obtain a 51%
interest in IST.
10
<PAGE> 11
INSTRON CORPORATION FORM 10-Q
June 28, 1997 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Six Months ended June 28, 1997 vs Six Months ended June 29, 1996
----------------------------------------------------------------
(continued)
-----------
Net income for the first six months of 1997 was $2,389,000 or 36 cents
per share compared to $691,000, or 11 cents per share, for the same
period last year which included the effect of a special items charge.
Excluding this special items charge, net income would have been
$1,814,000 in the first six months of 1996, or 28 cents per share.
The consolidated effective tax rate was 38% for the first half of 1997
and 1996.
Financial Condition
-------------------
In the first half of 1997, the Company generated net operating cash
flows of $8.6 million which was used to acquire the assets of the Dynatup
business from GRC International for $2.0 million (previously announced)
and to fund capital expenditures of $1.3 million and pay down debt.
Cash and cash equivalents decreased by $0.4 million in the first six
months of 1997.
At June 28, 1997, the Company had $20.6 million of available credit
under its $35.0 million multicurrency revolving credit and term loan
facility. The Company's subsidiaries have other overdraft and borrowing
facilities for allowing advances of approximately $26.0 million of which
$4.1 million were outstanding at June 28, 1997. The ratio of total debt
to debt plus equity at June 28, 1997, was 22.8%, down from 27.7% at
year-end 1996.
Accounts receivable decreased by $6.6 million from year-end 1996,
which reflects the seasonally lower second quarter revenues and the sale
of LMS. Inventories decreased by $0.5 million from the end of
1996. The inventory turnover ratio increased to 2.72 from 2.64 at
year-end 1996, as a result of the lower inventory and higher sales
volume.
The Company believes its present capital resources and anticipated
operating cash flows are sufficient for the foreseeable future to meet
its current cash requirements.
The Company's order backlog was $30.5 million at the end of the second
quarter of 1997, a decrease of 12.9% from the end of the prior year's
second
11
<PAGE> 12
INSTRON CORPORATION FORM 10-Q
June 28, 1997 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition (continued)
-------------------------------
quarter. When the second quarter of 1996 is adjusted to exclude structure
orders and LMS orders, the backlog of orders for the ongoing business
increased by 7.4%.
Bookings for the first six months of 1997 were $70.3 million, down
slightly from the same period last year. If bookings were restated to
reflect ongoing business excluding structures and LMS orders, the
bookings for the first half of 1997 would have increased by 8.0% compared
to 1996. Bookings for the second quarter of 1997 increased by 6.5% from
the same period in 1996. If bookings were restated to exclude structures
and LMS orders, then bookings for the second quarter of 1997 would have
increased by 15.2% compared to the same period last year.
On May 14, 1997, the Board of Directors declared a regular quarterly
dividend of 4 cents per share on the Company's common stock, payable June
27, 1997 to shareholders of record on June 6, 1997.
The Company anticipates that order bookings will remain strong in the
second half of 1997. Based on this and the existing order backlog, the
Company expects to have an excellent year.
This Form 10-Q Report contains certain "forward-looking" statements
within the meaning of the federal securities laws and are made in
reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such
statements are only predictions and speak only as of the date of this
report. 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 report.
Certain factors that might cause such a difference include: the level
of bookings worldwide, particularly in Europe, the operating results of
the IST Joint Venture between the Company and Carl Schenck AG, the
Company's ability to successfully integrate the operations of the Dynatup
product line and the impact of fluctuations in exchange rates. Actual
results may also differ materially due to risks and uncertainties which
are described from time to time in the Company's SEC reports, including,
but not limited to, the Company's report on Form 10-K for the fiscal year
1996.
12
<PAGE> 13
INSTRON CORPORATION FORM 10-Q
June 28, 1997 PART I
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 1997 Annual Meeting of Stockholders of the Registrant held on May
14, 1997, 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: Harold Hindman: 5,023,345,
For, 545,862 Withheld; Richard W. Young: 5,080,571 For, 488,636 Withheld;
Sheldon Rutstein, 5,055,400 For, 513,807 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: 4,074,225; AGAINST: 1,461,799; ABSTAIN: 33,183
---- -------- --------
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.
13
<PAGE> 14
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 11, 1997 BY /s/ JAMES M. MCCONNELL
---------------------------------------
James M. McConnell
President and
Chief Executive Officer
Date: August 11, 1997 BY /s/ LINTON A. MOULDING
---------------------------------------
Linton A. Moulding
Chief Financial Officer
14
<PAGE> 1
EXHIBIT 11
INSTRON CORPORATION
-------------------
COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
-----------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $1,470,000 $ 912,000 $2,389,000 $ 691,000
========== ========== ========== ==========
Primary earnings per share:
Weighted average number of common shares outstanding 6,486,402 6,403,629 6,465,568 6,376,615
Add: Shares arising from the assumed exercise
of stock options (as determined under the
Treasury Stock Method) 97,758 162,153 97,801 162,243
---------- ---------- ---------- ----------
Weighted average of common and equivalent shares 6,584,160 6,565,782 6,563,369 6,538,858
========== ========== ========== ==========
Primary earnings per share $ .22 $ .14 $ .36 $ .11
========== ========== ========== ==========
Fully diluted earnings per share (1):
Weighted average of common and equivalent shares
outstanding (as determined for the Primary
earnings per share calculation above) 6,584,160 6,565,782 6,563,369 6,538,858
Add: Additional shares arising from the assumed
exercise of stock options (as determined
under the Treasury Stock Method) 0 0 , 0 14,273
---------- ---------- ---------- ----------
Weighted average of common and equivalent shares 6,584,160 6,565,782 6,563,369 6,553,131
========== ========== ========== ==========
Fully diluted earnings per share $ .22 $ .14 $ .36 $ .11
========== ========== ========== ==========
</TABLE>
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> <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 QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FORM 10-Q FOR THE PERIOD ENDED JUNE 28, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-28-1997
<EXCHANGE-RATE> 1
<CASH> 2,141
<SECURITIES> 0
<RECEIVABLES> 41,060
<ALLOWANCES> 900
<INVENTORY> 26,282
<CURRENT-ASSETS> 75,147
<PP&E> 59,859
<DEPRECIATION> 38,986
<TOTAL-ASSETS> 114,928
<CURRENT-LIABILITIES> 32,506
<BONDS> 0
0
0
<COMMON> 6,770
<OTHER-SE> 56,088
<TOTAL-LIABILITY-AND-EQUITY> 114,928
<SALES> 60,800
<TOTAL-REVENUES> 73,147
<CGS> 34,949
<TOTAL-COSTS> 43,314
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 145
<INTEREST-EXPENSE> 560
<INCOME-PRETAX> 3,858
<INCOME-TAX> 1,469
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,389
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
