DH TECHNOLOGY INC
10-Q, 1996-08-13
ELECTRONIC COMPONENTS, NEC
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<PAGE>

                                  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 30, 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: 0-13459

                               DH Technology, Inc.
             (Exact name of registrant as specified in its charter)


California                                                    94-2917470
(State or other jurisdiction of                          (I.R.S.Employer 
 incorporation or organization)                          Identification No.)



              15070 Avenue of Science, San Diego, California 92128
                     (Address of principal executive office)

       Registrant's telephone number, including area code: (619) 451-3485




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 XXX No____

As of June 30, 1996 there were 7,942,777 shares of the registrant's Common Stock
outstanding.


<PAGE>


                      DH TECHNOLOGY, INC. AND SUBSIDIARIES

                                      INDEX

PART I.  FINANCIAL INFORMATION                                     PAGE NO.

     ITEM 1 - Financial Statements

         Condensed Consolidated Balance Sheets                         1
                  June 30, 1996, and December 31, 1995

         Condensed Consolidated Statements of Income                   2
                  Three months and six months ended
                  June 30, 1996, and June 30, 1995

         Condensed Consolidated Statements of Cash Flows               3
                  Six months ended June 30, 1996, and June 30, 1995

         Notes to Condensed Consolidated Financial Statements          4

     ITEM 2 -

         Management's Discussion and Analysis of                       5
                  Financial Conditions and Results of Operations


PART II.  OTHER INFORMATION
         Item 6 - Exhibits and Reports on Form 8-K                    10


SIGNATURES                                                            11


EXHIBITS INDEX                                                        12


<PAGE>




<TABLE>

                                                                                               
                                              PART 1 - FINANCIAL INFORMATION
                                                 ITEM 1 - Financial Statements
                                           DH TECHNOLOGY, INC. AND SUBSIDIARIES
                                          Condensed Consolidated Balance Sheets
                                                     (In thousands)
 
<CAPTION>
                                                                                   JUNE 30,               DECEMBER 31,
                                                                                     1996                     1995
                                                                                 (Unaudited)

                                                          ASSETS
<S>                                                                                   <C>                     <C>   
Current assets:
     Cash and cash equivalents                                                           $24,823                   $28,971
     Short-term investment securities held to maturity                                    12,555                     2,750
     Accounts receivable, net                                                             15,345                    15,785
     Inventories                                                                          16,051                    14,382
     Prepaid expenses and other current assets                                             2,314                     2,317
                                                                              -------------------      --------------------
         Total current assets                                                             71,088                    64,205
                                                                              -------------------      --------------------
     Fixed assets                                                                         20,597                    18,085
        Less accumulated depreciation and
        amortization                                                                      12,874                    11,795
                                                                              -------------------      --------------------
                                                                                           7,723                     6,290
     Intangibles                                                                          12,932                    13,312
     Other assets                                                                          1,700                     1,478
                                                                              ===================      ====================
        Total assets                                                                     $93,443                   $85,285
                                                                              ===================      ====================


                                           LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                                     $7,611                    $6,383
     Current portion of long-term debt                                                       545                       980
     Accrued payroll                                                                       2,242                     2,579
     Accrued expenses                                                                      2,374                     2,524
     Income taxes payable                                                                  2,367                     2,128
     Deferred revenue                                                                      1,757                       947
                                                                              -------------------      --------------------
        Total current liabilities                                                         16,896                    15,541
                                                                              -------------------      --------------------
Non-current portion of long-term debt                                                      2,069                     2,115
Deferred tax liability                                                                       149                       149
                                                                              -------------------      --------------------
        Total liabilities                                                                 19,114                    17,805
                                                                              -------------------      --------------------
Shareholders' equity:
     Preferred shares, no par value
        Authorized: 1,000,000 shares, none issued                                        --                        --
     Common shares:
        Common stock, authorized: 28,500,000
        shares; issued and outstanding:
        7,942,777 shares in 1996 and
        7,890,090 shares in 1995                                                          12,764                    12,335
     Foreign currency translation adjustment                                               (423)                     (519)
     Retained earnings                                                                    61,988                    55,664
                                                                              -------------------      --------------------
        Total shareholders' equity                                                        74,329                    67,480
                                                                              -------------------      --------------------
        Total liabilities and shareholders' equity                                       $93,443                   $85,285
                                                                              ===================      ====================

                   The accompanying notes are an integral part
                    of these condensed consolidated financial
                                   statements.

</TABLE>

<PAGE>
<TABLE>



                                           DH TECHNOLOGY, INC. AND SUBSIDIARIES
                                      Condensed Consolidated Statements of Income
                                              (June 30, 1996 and 1995)
                                          (In thousands, except per share data)
          

<CAPTION>

                                                               THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                    JUNE 30,                          JUNE 30,
                                                                  (Unaudited)                       (Unaudited)
                                                                      
                                                         ------------------------------    ------------------------------
                                                             1996            1995              1996            1995
                                                         ------------------------------    ------------------------------
<S>                                                              <C>              <C>              <C>            <C>  

Net sales                                                     $29,210          $24,317          $57,406          $47,572
Cost of net sales                                              18,971           15,531           37,441           30,291
                                                         -------------   --------------    -------------   --------------
Gross margin                                                   10,239            8,786           19,965           17,281

Operating expenses:
     Selling, general and administrative                        3,944            4,037            7,905            7,971
     Research and development                                   1,414            1,132            2,702            2,244
                                                         -------------   --------------    -------------   --------------
Total operating expenses                                        5,358            5,169           10,607           10,215

Income from operations                                          4,881            3,617            9,358            7,066

Interest income                                                   389              283              719              559
Interest expense                                                   44               59               90              133
                                                         -------------   --------------    -------------   --------------

Income before income taxes                                      5,226            3,841            9,987            7,492

Income taxes                                                    1,935            1,344            3,662            2,630
                                                         -------------   --------------    -------------   --------------

Net income                                                     $3,291           $2,497           $6,325           $4,862
                                                         ============    =============     =============  ===============

                                                         -------------   --------------    -------------   --------------
Net income per share                                             $.39             $.30             $.75             $.59
                                                         =============   ==============    =============   ==============
Weighted average number of shares outstanding
Per share (primary and fully diluted):                          8,521            8,265            8,490            8,229

 
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements

</TABLE>


<PAGE>
<TABLE>






                                         DH TECHNOLOGY, INC. AND SUBSIDIARIES
                                  Condensed Consolidated Statements of Cash Flows
                                                    (In thousands)

                                                                                                          SIX MONTHS ENDED
                                                                                                                JUNE 30,
                                                                                                             (Unaudited)

                                                                                              --------------------------------------
                                                                                                    1996                1995
<CAPTION>
                                                                                              --------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM:

<S>                                                                                                     <C>               <C> 

Operating activities:
   Net income                                                                                            $6,325              $4,862
   Adjustments to reconcile net income to net cash provided by operations:
     Depreciation and amortization                                                                        1,524               1,824
     Provision for loss on accounts receivable                                                               57                  37
     Undepreciated value of asset disposals                                                                  55                  27
     Changes in assets and liabilities excluding effect of acquisitions                                     510                (147)
                                                                                              --------------------------------------

Net cash provided by operating activities                                                                 8,471               6,603

Investing activities:
   Net increase (decrease) in short-term investment securities held to maturity                          (9,805)              1,800
   Capital expenditures                                                                                  (2,851)             (1,066)
                                                                                              --------------------------------------

Net cash provided by (used in) investing activities                                                     (12,656)                734

Financing activities:
   Principal repayments on long-term debt                                                                  (481)               (788)
   Proceeds from the exercise of stock options                                                              429                 607
                                                                                              --------------------------------------

Net cash used in financing activities                                                                       (52)               (181)

Effect of exchange rate changes on cash                                                                      89                (353)

Net increase (decrease) in cash and cash equivalents                                                     (4,148)              6,803

Cash and cash equivalents at beginning of period                                                         28,971              19,587
                                                                                              --------------------------------------

Cash and cash equivalents at end of period                                                              $24,823             $26,390
                                                                                              ======================================

Supplemental Cashflow Disclosures:
   Interest paid on debt                                                                                    $55                 $34
   Income taxes paid                                                                                     $2,717              $1,946

                                                       
                                                                                                                                   


                                     The accompanying notes are an integral part of these
                                          condensed consolidated financial statements

</TABLE>


<PAGE>



                      DH TECHNOLOGY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (June 30, 1996 - Unaudited)

Note 1:  Basis of Presentation

The accompanying  condensed consolidated financial statements have been prepared
in  accordance  with  S.E.C.  requirements  for  interim  financial  statements.
Therefore,  they do not include all  disclosures  that would be presented in the
Company's Annual Report on Form 10-K. The financial statements should be read in
conjunction  with the financial  statements  contained in the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1995.

The information  furnished  reflects all adjustments  (consisting only of normal
recurring adjustments) which are, in the opinion of management,  necessary for a
fair presentation of financial position,  results of operations,  and changes in
cash position for the interim period.  The results of operations for the periods
presented are not necessarily  indicative of results to be expected for the full
year.

The Board of Directors  authorized a three-for-two  common stock split effective
September  22,  1995.  All  share and per  share  data  have been  retroactively
restated to give effect to the stock split.

Note 2:  Inventories

The  composition of inventories at June 30, 1996, and December 31, 1995, were as
follows:


                                          1996                    1995
                                         ------                   -----

         Raw Materials                $8,767,000              $8,221,000
         Work in Process               1,919,000                 940,000
         Finished Goods                5,365,000               5,221,000
                                      ----------              ----------
         Totals                      $16,051,000             $14,382,000
                                     ===========             ===========

Note 3:  Operations subject to Purchase and Sale Agreements

On February 28, 1994, DH Technology,  Inc. acquired all of the outstanding stock
of Stadia  Colorado Corp.  (Stadia)  pursuant to a stock purchase  agreement for
$6.5 million in cash ($5.5 million paid at closing,  and additional  payments of
$500,000  paid on March 1, 1995,  and on March 1, 1996).  This business is being
operated as a subsidiary of DH Technology,  Inc. under the name Stadia  Colorado
Corp.  Stadia,  located in  Golden,  Colorado,  supplies  labeling  and  marking
solutions to a variety of customers in ten western states.

On August 31, 1994, DH Technology, Inc. acquired all of the outstanding stock of
Cognitive Solutions,  Inc. (Cognitive) and certain technology rights pursuant to
a stock  purchase  agreement  for $10 million in cash ($7.9 million paid through
1995, and additional  payments of $500,000 each due in 1996 through 1999). Also,
the Company is required to make additional payments,  not to exceed an aggregate
of  $3   million,   to  the  former   shareholder   of   Cognitive   based  upon
post-acquisition  net sales of a specified Cognitive product line. At the end of
each calendar  year,  the company will  calculate  the amount of the  additional
payment as defined in the stock purchase agreement. Each payment will be treated
as additional  acquisition  cost,  and will be recorded as additional  goodwill,
amortized  straight-line  over the remaining life of the asset. This business is
being operated as a subsidiary of DH  Technology,  Inc. under the name Cognitive
Solutions,  Inc. and is located in Paso Robles,  California.  Cognitive designs,
manufactures,  and markets  thermal bar code  printers and  complementary  label
media for use in automatic data collection systems.


<PAGE>


The Stadia and  Cognitive  acquisitions  were  accounted  for using the purchase
method;  accordingly,  the assets and liabilities of the acquired companies have
been recorded at their  estimated  fair values at the dates of  acquisition.  In
conjunction  with the  acquisitions  of  Stadia  and  Cognitive,  the  excess of
purchase  price over the  estimated  fair values of the net assets  acquired has
been recorded as goodwill of $4,062,000 and $5,590,000,  respectively,  which is
being amortized over 25 years using the straight-line method.

On October 30, 1995 the Company  acquired  certain assets and liabilities of Mos
Magnetics, a privately held company in San Diego, California, for $752,000 cash.
Mos Magnetics designs,  manufactures,  and markets magnetic read and write heads
and modules for credit card and debit card readers,  check readers,  and airline
ticket  readers.  The Company is required to make  additional  payments,  not to
exceed  an   aggregate   of  $1.3   million,   to  Mos   Magnetics   based  upon
post-acquisition net sales by the Company of a specific Mos product line. At the
end of each  calendar  year,  the  company  will  calculate  the  amount  of the
additional payment as defined in the asset purchase agreement. Each payment will
be treated as additional  acquisition  cost,  and will be recorded as additional
goodwill, amortized straight-line over the remaining life of the asset.

The  consolidated  statements  of income  include the  operations of Stadia from
February 28, 1994,  Cognitive from August 31, 1994,  and the Magnetics  Division
from October 30, 1995.


ITEM 2 -

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following  discussion  and analysis  should be read in  conjunction  with DH
Technology,  Inc.'s condensed  consolidated  financial  statements and the notes
related thereto included herein.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1996, COMPARED TO THREE MONTHS ENDED JUNE 30, 1995

Net sales of $29.2 million for the quarter ended June 30, 1996,  increased 20.2%
over net sales of $24.3  million for the same  period last year.  The growth was
primarily  attributable to the increased unit shipments of transaction  printers
for the second  quarter of 1996.  A  significant  percentage  of this growth was
attributable to a single  customer.  See "Certain Factors That May Affect Future
Results - Future Operating Results Subject to Fluctuation."


Cost of net sales increased to 64.9% of net sales for the second quarter of 1996
compared to 63.9% of net sales for the same period of 1995. There were primarily
two factors that  contributed to the increase.  The first was a mix shift in the
printhead  business to products with higher material  content as a percentage of
net sales.  The second was the  acceptance  of a lower gross  margin  order with
minimum support requirements in the label business.

Selling, general, and administrative expenses decreased to 13.5% of net sales in
the  second  quarter  of 1996 from  16.6% in the same  period in 1995 due to net
sales  increasing at a faster rate than  selling,  general,  and  administrative
expenses.  These expenses  decreased in absolute  dollars to $3.9 million in the
second  quarter of 1996 from $4.0  million in the second  quarter of 1995.  This
decrease was primarily  attributable  to a net foreign  exchange gain  resulting
from an intercompany cash transaction offset by the inclusion of results for the
Magnetics Division for the entire second quarter of 1996.


<PAGE>


Research  and  development  expenses  remained  constant  at 4.7% in the  second
quarter  of 1996 and the second  quarter of 1995.  Total  dollars  expended  for
research and development increased to $1.4 million in the second quarter of 1996
from $1.1  million in the same  period in 1995.  The Company  believes  that the
continued  timely  development of new products and  enhancements to its existing
products are  essential  to  maintaining  the  Company's  competitive  position.
Accordingly,  the  Company  anticipates  that such  expenses  will  continue  to
increase in absolute dollars.

Income from  operations as a percentage of net sales  increased to 16.7% for the
quarter  ended  June 30,  1996,  compared  to 14.9% for the same  period in 1995
primarily  due to  lower  operating  expenses  as a  percentage  of  revenue  as
discussed above.

Interest income  increased to $389,000 in the second quarter of 1996 compared to
$283,000 in the second  quarter of 1995 as a result of higher  cash  balances in
the second quarter of 1996.

Interest expense  decreased to $44,000 for the quarter ended June 30, 1996, from
$59,000 for the same period in 1995 due to the payment of a $500,000 debt in the
first quarter of 1996 related to the Stadia acquisition.

Income taxes as a percentage of income  before  income taxes  increased to 37.0%
for the second  quarter of 1996 from 35.0% for the same  period in 1995,  due in
part to an increase in the  Australian  tax rate to 39%,  and in part to reduced
benefit  from the  partially  suspended  federal  research and  development  tax
credit.

SIX MONTHS ENDED JUNE 30, 1996, COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

Net sales of $57.4  million for the six months  ended June 30,  1996,  increased
20.6% over net sales of $47.6 million for the same period last year.  Growth was
primarily  attributable to the increased unit shipments of transaction  printers
for the  first  half of  1996.  A  significant  percentage  of this  growth  was
attributable to a single  customer.  See "Certain Factors That May Affect Future
Results - Future Operating Results Subject to Fluctuation."


Cost of net sales increased to 65.2% of net sales for the six month period ended
June 30, 1996 compared to 63.7% of net sales for the same period of 1995.  There
were primarily three factors that  contributed to the increase.  The first was a
mix shift in the printhead  business to products with higher material content as
a percentage of net sales. The second factor was the acceptance of a lower gross
margin order with minimum support requirements in the label business.  The third
was a  price  decrease  initiated  at  Cognitive  where  efforts  to  lower  the
associated costs continue.

Selling, general, and administrative expenses decreased to 13.8% of net sales in
the six months  ended June 30, 1996 from 16.8% in the same period in 1995 due to
net sales increasing at a faster rate than selling,  general, and administrative
expenses.  These expenses  decreased in absolute  dollars to $7.9 million in the
six months  ended June 30,  1996 from $8.0  million in the same  period of 1995.
This decrease was primarily  attributable  to a foreign  exchange gain resulting
from an intercompany cash transaction offset by the inclusion of results for the
Magnetics Division for the entire first half of 1996.

Research and development expenses remained constant at 4.7% in the first half of
1996 and the  first  half of 1995.  Total  dollars  expended  for  research  and
development  increased  to $2.7  million in the six month  period ended June 30,
1996 from $2.2 million in the same period in 1995. The Company believes that the
continued  timely  development of new products and  enhancements to its existing
products are  essential  to  maintaining  the  Company's  competitive  position.
Accordingly,  the  Company  anticipates  that such  expenses  will  continue  to
increase in absolute dollars.

Income from  operations as a percentage of net sales  increased to 16.3% for the
period  ended  June 30,  1996,  compared  to 14.9%  for the same  period in 1995
primarily  due to  lower  operating  expenses  as a  percentage  of  revenue  as
discussed above.
<PAGE>

Interest  income  increased  to $719,000  in the first half of 1996  compared to
$559,000 in the same  period of 1995 as a result of higher cash  balances in the
first half of 1996.

Interest  expense  decreased  to $90,000 for the six month period ended June 30,
1996,  from  $133,000  for the same  period in 1995 due to the  payment  of debt
related to the Cognitive and Stadia acquisitions.

Income taxes as a percentage of income  before  income taxes  increased to 36.7%
for the first half of 1996 from 35.1% for the same  period in 1995,  due in part
to an increase  in the  Australian  tax rate to 39%,  and in part to the reduced
impact of the partially suspended federal research and development tax credit.

Certain Factors That May Affect Future Results
- ----------------------------------------------

The Company's  representatives  may from time to time make oral forward  looking
statements. The factors set forth below are certain important factors that could
cause  actual  results to differ  materially  from those  projected  in any such
forward looking statements.

Future Operating Results Subject to Fluctuation. The Company's operating results
may  fluctuate in the future as a result of a number of factors,  including  the
timing of customer orders,  timing of completion of existing customer contracts,
variations  in the  Company's  sales  channels  or the mix of products it sells,
changes  in  pricing  policies  by  the  Company's  suppliers,  fluctuations  in
manufacturing  yields, the market acceptance of new and enhanced versions of the
Company's products and the timing of acquisitions of other businesses,  products
and technologies and any associated charges to earnings.  Further, the Company's
expense levels are based in part on  expectations  of future  revenues,  and the
Company has been  increasing  and  expects to  continue  to  increase  operating
expenditures and inventory as it expands its operations.  The rate of new orders
may vary significantly from month to month;  consequently,  if anticipated sales
and shipments in any quarter do not occur when expected,  operating expenses and
inventory levels could be  disproportionately  high and the Company's  operating
results  for  that  quarter,  and  potentially  for  future  quarters,  would be
adversely  affected.  A significant  percentage of revenue growth in the quarter
ended and six  months  ended  June 30,  1996 is  attributable  to  purchases  of
transaction printers by a single customer.  Based on forecasts from the customer
the Company believes that orders will continue at least through 1996.  Shipments
are made against purchase orders not pursuant to a contract. The Company expects
the volume to diminish in the second half of 1996  compared to the first half of
1996. In addition,  the Company's  results could be affected by general economic
conditions.  Fluctuations in operating results may cause volatility in the price
of the Company's Common Stock.

Management of Acquisitions.  Historically, the Company has achieved a portion of
its growth  through  acquisitions  of other  businesses  and continues to pursue
additional  acquisitions as part of its growth  strategy.  There are a number of
risks  associated  with any  acquisition,  including  the  substantial  time and
attention  required  from  management  of the  Company in  connection  with such
transactions,  the difficulty of predicting  whether the operations will perform
as expected and other  problems  inherent  with any  transition  of one business
organization  into  another.  There  can be no  assurance  that the  anticipated
benefits of any acquisition will be realized. A failure by the Company to manage
any such  acquisitions  effectively  could  materially and adversely  affect the
Company's  business and operating  results.  Additionally,  future  acquisitions
could  result  in  potentially  dilutive  issuances  of equity  securities,  the
incurrence of debt and contingent  liabilities and amortization expenses related
to goodwill and other intangible assets, any of which could materially adversely
affect the Company's operating results and financial condition.

Technological Change;  Competition;  Dependence on New Products. The markets for
some of the  Company's  products  are  characterized  by  frequent  new  product
introductions and declining average selling prices over product life cycles. The
Company's  future  success is highly  dependent  upon the timely  completion and
introduction  of  new  products  at  competitive  price/performance  levels.  In
addition,  the Company  must respond to current  competitors,  who may choose to
increase their presence in the Company's  markets,  and to new competitors,  who
may choose to enter  those  markets.  If the  Company  is unable to make  timely
introduction of new products or respond to competitive threats, its business and
operating results could be materially adversely affected.


<PAGE>


Fluctuation in Demand. The Company's  customers encounter uncertain and changing
demand for their products.  They typically order products from the Company based
on their forecasts.  If demand falls below customers' forecasts, or if customers
do not control  their  inventories  effectively,  they may cancel or  reschedule
shipments  previously  ordered  from the  Company.  The  Company has in the past
experienced,  and  may at  any  time  and  with  minimal  notice  in the  future
experience, cancellations and postponements of orders.


FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES

The  Company's  primary  source of liquidity has been cash flow  generated  from
operations. Cash, cash equivalents, and short-term investment securities held to
maturity totaled approximately $37.4 million on June 30, 1996, compared to $31.7
million on December 31, 1995.

OPERATING ACTIVITIES

For  the  six-month   period  ended  June  30,  1996,   the  Company   generated
approximately $8.5 million in net cash from operating  activities primarily as a
result of approximately $6.3 million in net income, $1.5 million in depreciation
and  amortization,  and an increase in net operating  assets of $500,000.  Since
December  31,  1995,  inventories  increased  $1.7  million in  anticipation  of
progressing sales.

INVESTING ACTIVITIES

The Company's principal investing  activities in the six month period ended June
30, 1996 were the purchase of property and equipment for product development and
production and the  investment in short-term  securities  held to maturity.  The
average life of securities held has been extended to ten months to secure higher
returns.  As of June 30, 1996,  material  commitments  for capital  expenditures
included $1.3 million for the initial  acquisition and  implementation  of a new
worldwide MIS system,  as well as the required payments for Stadia and Cognitive
described below. The Company anticipates capital expenditures in 1996 between $3
to $5 million, principally for new product tooling,  manufacturing equipment and
the new MIS system.

The  Company is also  required  to make  additional  payments,  not to exceed an
aggregate of $3 million,  to the former  shareholder of Cognitive based upon the
attainment of specified net sales by a particular  Cognitive  product line.  The
Company  does not expect the payment to be material  for the  remainder of 1996.
See Note 3 of notes to condensed consolidated financial statements.

The Company  continues to evaluate  potential  acquisitions  of businesses  that
would  complement the Company's  existing  businesses and product lines, and any
such  acquisitions  could require the use of the Company's cash resources and/or
additional borrowings.

FINANCING ACTIVITIES

The Company's major  financing  activities for the first six months of 1996 were
the principal repayment of debt, including the notes payable associated with the
Stadia and  Cognitive  acquisitions.  As of June 30, 1996,  the Company had $2.6
million in debt  outstanding  of which the  current  portion  was  approximately
$500,000.  This debt  includes  $2.0  million  payable  to the  former  owner of
Cognitive in annual  installments  of $500,000  each due in 1996 through 1999 to
the former owner of Cognitive.

On August 15, 1995, the Company renewed a $6.5 million line of credit  agreement
originally  signed on August 15, 1994. The line of credit  includes a subfeature
to issue standby and/or commercial letters of credit not to exceed $1.5 million.
Borrowings  under the line bear  interest at a rate per annum equal to the prime
rate in effect from time to time. As of June 30, 1996, no amounts had been drawn
against this line of credit. The current line expires on August 15, 1996 and the
Company expects to renew for an additional year.
<PAGE>

The Company currently expects that current cash balances and cash generated from
operations  will adequately  fund the Company's  anticipated  cash needs for the
next  12  months.   However,   the  Company  continues  to  evaluate   potential
acquisitions  of  businesses  that  would  complement  the  Company's   existing
businesses and product lines, and any such acquisitions could require the use of
the Company's cash resources and/or additional borrowings.

The Company reviews  potential foreign currency risks on an ongoing basis and to
date has been able to  effectively  manage this risk  without the use of hedging
instruments. In the second quarter of 1996 a $186,000 net gain was realized as a
result of favorable  exchange  rates  prevailing  when the foreign  subsidiaries
reduced intercompany obligations.


<PAGE>



Item 6 -   Exhibits and reports on Form 8-K

 (a)      Exhibits:

          Exhibit 11                Computation of Net Income Per Share.

          Exhibit 27                Financial Data Schedule.

 (b)      Reports on Form 8-K
          No report on Form 8-K was filed  during  the  quarter
          ended June 30, 1996.


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


DH Technology, Inc. by:


     August 12, 1996                        /s/Janet W. Shanks
     ---------------                        ------------------
         Date                   Janet W. Shanks, Chief Accounting Officer
                                       (Chief Accounting Officer)


<PAGE>



                               DH TECHNOLOGY, INC.
                    EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1996



                                                               SEQUENTIALLY
EXHIBIT                     DESCRIPTION                       NUMBERED PAGE
- ------------------------------------------------------------------------------

  11           Computation of Net Income Per Share                13

  27           Financial Data Schedule                            14

<PAGE>

<TABLE>



                                   EXHIBIT 11

                      DH TECHNOLOGY, INC. AND SUBSIDIARIES
                       Computation of Net Income Per Share
                      (In thousands, except per share data)


<CAPTION>

                                                                 THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                                      JUNE 30,                            JUNE 30,
                                                        
                                                         --------------------------------    --------------------------------
                                                             1996               1995             1996              1995
                                                         --------------------------------    --------------------------------
<S>                                                             <C>                 <C>             <C>              <C> 

Primary and fully diluted:*

Average shares outstanding                                      7,938              7,781            7,922              7,761

Net effect of dilutive stock
options and warrants based on
the treasury stock method using
average market price                                              566                485              580                468
                                                         -------------      -------------    -------------     --------------

Average common and common
equivalent shares outstanding                                   8,521              8,265            8,490              8,229

Net income                                                     $3,291             $2,497           $6,325             $4,862

Per share (primary and fully diluted)
                                                         =============      =============    =============     ==============
Net income per share                                             $.39               $.30             $.75               $.59
                                                         =============      =============    =============     ==============




<PAGE>

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     EXHIBIT 27 - 10Q FOR QUARTER ENDED 06/30/96
</LEGEND>
<CIK>   0000728376                      
<NAME>  DH TECHNOLOGY, INC                      
<MULTIPLIER>                                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                JUN-30-1996
<CASH>                                         24,823
<SECURITIES>                                   12,555
<RECEIVABLES>                                  16,566
<ALLOWANCES>                                   (1,221)
<INVENTORY>                                    16,051
<CURRENT-ASSETS>                               71,088
<PP&E>                                         20,597
<DEPRECIATION>                                 12,874
<TOTAL-ASSETS>                                 93,443
<CURRENT-LIABILITIES>                          16,896
<BONDS>                                         2,069
                               0
                                         0
<COMMON>                                       12,764
<OTHER-SE>                                     61,565
<TOTAL-LIABILITY-AND-EQUITY>                   93,443
<SALES>                                        57,406
<TOTAL-REVENUES>                               57,406
<CGS>                                          37,441
<TOTAL-COSTS>                                  37,441
<OTHER-EXPENSES>                               10,607
<LOSS-PROVISION>                                   58
<INTEREST-EXPENSE>                                 90
<INCOME-PRETAX>                                 9,987
<INCOME-TAX>                                    3,662
<INCOME-CONTINUING>                             6,325
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                    6,325
<EPS-PRIMARY>                                     .75
<EPS-DILUTED>                                     .75
        


</TABLE>


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