SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. - 20549
_________________________
FORM 10-Q
(Mark One)
* QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 28, 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 No. 0-12588
_________________________
GILBERT ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2280922
(State of Incorporation) (IRS Employer
Identification No.)
P.O. Box 1498, Reading, Pennsylvania 19603
(Mailing address of principal executive offices) (Zip Code)
(610) 856-5500
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Class A Class B
Number of shares of each class of
common stock outstanding as of
June 28, 1996 (excluding 2,670,106
Class A treasury shares): 5,886,944 428,250
<PAGE>
GILBERT ASSOCIATES, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item I.
Consolidated Condensed Balance Sheets at
June 28, 1996 and December 29, 1995 (unaudited)
Consolidated Condensed Statements of Operations for the
six month and three month periods ended June 28, 1996
and June 30, 1995 (unaudited)
Consolidated Condensed Statements of Cash Flows
for the six month periods ended June 28, 1996
and June 30, 1995 (unaudited)
Notes to Consolidated Condensed Financial Statements
Item II.
Management's Discussion and Analysis of Results of
Operations and Financial Condition
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
GILBERT ASSOCIATES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
June 28, 1996 Dec. 29, 1995
ASSETS
Current assets:
Cash and cash equivalents $ 6,081,000 $ 8,674,000
Accounts receivable, net of allowance
for doubtful accounts of $1,840,000 and
$2,005,000, respectively 23,526,000 24,717,000
Unbilled revenue 7,893,000 10,086,000
Inventories 13,597,000 11,548,000
Deferred income taxes 4,860,000 5,860,000
Other current assets 3,933,000 4,601,000
---------- ----------
Total current assets 59,890,000 65,486,000
---------- ----------
Property, plant and equipment, at cost 75,870,000 77,826,000
Less accumulated depreciation and
amortization 32,118,000 33,855,000
---------- ----------
43,752,000 43,971,000
---------- ----------
Deferred income taxes 605,000 605,000
Other assets 1,321,000 1,320,000
Intangible assets 34,647,000 33,962,000
---------- ----------
Total Assets $ 140,215,000 $ 145,344,000
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,601,000 $ 5,143,000
Salaries and wages 4,373,000 4,158,000
Income taxes 1,079,000 1,670,000
Estimated liability for contract losses 3,141,000 3,171,000
Contractual billings in excess of
recognized revenue 532,000 639,000
Other accrued liabilities 12,750,000 16,196,000
---------- ----------
Total current liabilities 27,476,000 30,977,000
---------- ----------
Long-term debt 1,302,000 2,226,000
Other long-term liabilities 6,774,000 7,068,000
Self-insured retention 2,578,000 2,592,000
Commitments and contingencies - -
Stockholders' equity:
Common stock 8,985,000 8,985,000
Capital in excess of par value 38,325,000 38,492,000
Deferred compensation - restricted stock (431,000) -
Retained earnings 95,232,000 95,507,000
Treasury stock (40,026,000) (40,503,000)
----------- -----------
102,085,000 102,481,000
----------- -----------
Total Liabilities and Stockholders' Equity $ 140,215,000 $ 145,344,000
=========== ===========
The accompanying notes are an integral part of the consolidated condensed
financial statements.
<PAGE>
<TABLE>
GILBERT ASSOCIATES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(Unaudited)
Six Months Ended Three Months Ended
--------------------------- ----------------------------
June 28, 1996 June 30, 1995 June 28, 1996 June 30, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Total revenue $ 88,161,000 $107,724,000 $ 44,264,000 $ 43,140,000
Costs and expenses:
Cost of revenue 66,883,000 81,338,000 33,443,000 33,328,000
Selling, general and
administrative expenses 17,658,000 22,526,000 8,887,000 7,971,000
---------- ----------- ---------- ----------
Total costs and expenses 84,541,000 103,864,000 42,330,000 41,299,000
Income before gain on sale of
subsidiary and provision ----------- ----------- ---------- ----------
for taxes on income 3,620,000 3,860,000 1,934,000 1,841,000
Gain on sale of subsidiary - 26,542,000 - 26,542,000
----------- ----------- ---------- ----------
Income before provision for
taxes on income 3,620,000 30,402,000 1,934,000 28,383,000
Provision for taxes on income 1,380,000 9,455,000 740,000 8,570,000
--------- ---------- --------- ----------
Net income $ 2,240,000 $20,947,000 $ 1,194,000 $19,813,000
========= ========== ========= ==========
Per share of common stock:
Net income $0.36 $3.04 $0.19 $2.90
Cash dividends $0.40 $0.40 $0.20 $0.20
Average number of shares of common
stock outstanding 6,287,406 6,899,398 6,289,030 6,842,671
The accompanying notes are an integral part of the consolidated condensed
financial statements.
</TABLE>
<PAGE>
GILBERT ASSOCIATES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Six Months Ended
-------------------------
June 28, June 30,
1996 1995
----------- ----------
Cash flows from operating activities:
Net income $ 2,240,000 $20,947,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of Gilbert/Commonwealth, Inc. - (26,542,000)
Items not affecting cash 3,673,000 4,700,000
Changes in current assets and
current liabilities (1,117,000) 5,578,000
Other, net (278,000) (36,000)
----------- ---------
Net cash provided by operating activities 4,518,000 4,647,000
----------- ---------
Cash flows from investing activities:
Payments for acquisition of XEL Corporation (954,000) -
Net increase in short-term investments - (15,864,000)
Proceeds from sale of Gilbert/Commonwealth, Inc. - 45,932,000
Payments for property, plant and equipment (3,122,000) (1,472,000)
Proceeds from sale of property, plant
and equipment 912,000 -
--------- ----------
Net cash provided by(used for) investing
activities (3,164,000) 28,596,000
--------- ----------
Cash flows from financing activities:
Payments under note payable - (2,000,000)
Issuance of treasury stock in connection
with stock option, award and purchase
plans 300,000 544,000
Payments to acquire treasury stock (421,000) (3,864,000)
Cash dividends paid (2,515,000) (2,784,000)
Payments of long-term debt (1,003,000) (56,000)
Other, net (308,000) (103,000)
--------- ---------
Net cash used for financing activities (3,947,000) (8,263,000)
--------- ---------
Net increase(decrease) in cash and cash equivalents (2,593,000) 24,980,000
Cash and cash equivalents at beginning of period 8,674,000 7,427,000
--------- ---------
Cash and cash equivalents at end of period $ 6,081,000 $ 32,407,000
========= ==========
Supplemental cash flow disclosure:
Income taxes paid, net of refunds received $ 971,000 $ 372,000
========== ==========
The accompanying notes are an integral part of the consolidated condensed
financial statements.
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The financial statements furnished herein reflect all adjustments which are,
in the opinion of management, necessary for a fair presentation of financial
position and results of operations for the interim periods. Such adjustments
are of a normal recurring nature. The consolidated condensed financial
statements have been reclassified to conform with current year presentation.
2. Net income per share of common stock was determined using the average number
of Class A and Class B shares outstanding. The effect on net income per share
resulting from dilution upon exercise of outstanding stock options and
restricted stock is not material, and therefore is not shown.
An amendment to the Company's Certificate of Incorporation was approved during
the second quarter of 1996 to authorize the issuance of 1,000,000 shares of
preferred stock and to reduce the number of authorized shares from 24,000,000
shares to 11,000,000 shares. No preferred stock was outstanding as of June 28,
1996.
3. During the second quarter of 1996, several key employees were issued an
aggregate of 34,500 shares of restricted stock in the Company. The value of
this stock is recorded as deferred compensation in the stockholders' equity
section of the consolidated condensed balance sheets, and will be expensed over
the vesting period. The vesting period will not exceed 10 years and may be
accelerated depending upon the achievement of certain objectives.
4. Business segment information:
Three Months Ended Six Months Ended
--------------------------- ---------------------------
June 28, 1996 June 30, 1995 June 28, 1996 June 30, 1995
------------- ------------- ------------- -------------
In (000's)
---------
Revenues:
Technical Services $21,669 $28,751 $43,250 $ 80,297
Telecommunication 20,472 11,968 40,640 23,819
Real Estate 2,148 1,573 4,287 3,048
Other (25) 848 (16) 560
------ ------ ------ -------
$44,264 $43,140 $88,161 $107,724
====== ====== ====== =======
Operating Profit:
Technical Services $ 1,389 $ 1,122 $ 2,393 $ 3,623
Telecommunication 1,471 1,514 2,845 3,045
Real Estate 649 265 1,167 162
Other (1,575) (1,060) (2,785) (2,970)
----- ----- ----- -----
$ 1,934 $ 1,841 $ 3,620 $ 3,860
===== ===== ===== =====
Segment operating profit is total revenue less operating expenses, including
intangible amortization, and excludes interest expense, general corporate
expenses and interest income.
5. Under terms of a loan agreement, agented by CoreStates Bank, N.A., the
Company has a working capital line of credit of $28,000,000 and an acquisition
line of credit of $42,000,000, of which up to $5,000,000 could be used for
additional working capital. The agreement requires maintenance of certain
financial covenants, and the Company pays a commitment fee of one-eighth of one
percent on the unused portion of the lines.
The working capital line of credit is available through April 30, 1997. At
June 28, 1996, $8,722,000 was not committed for stand-by letters of credit or
other reservations.
The acquisition line of credit is available through May 29, 1998. Any balance
outstanding at that time will convert to a term loan and be amortized in equal
principal payments over the following 60 months.
Interest charges will be based, at the Company's option, on a function of
either LIBOR or the Prime Rate.
6. The components of inventories as of the balance sheet dates are as follows:
June 28, 1996 Dec. 29, 1995
------------- -------------
Raw material $ 7,676,000 $ 6,789,000
Work in process 2,343,000 1,732,000
Finished goods 3,578,000 3,027,000
---------- ----------
$13,597,000 $11,548,000
========== ==========
7. On October 27, 1995, the Company acquired all of the outstanding capital
stock of XEL Corporation (XEL). As part of the stock purchase agreement, the
Company paid XEL shareholders approximately $954,000 in the first quarter of
1996. Also, under the terms of the agreement, the Company will pay XEL
shareholders additional incremental amounts through 1998 based upon the
achievement of certain earnings and revenue objectives. Any additional amounts
will increase goodwill.
8. Other accrued liabilities as of June 28, 1996 and December 29, 1995 include a
$2,200,000 reserve for costs associated with a claim filed by a former employee
of a subsidiary which was closed in 1988. Also included in other accrued
liabilities are accruals relating to workers' compensation which amounted to
$2,168,000 and $2,282,000 at June 28, 1996 and December 29, 1995, respectively.
9. On October 20, 1995, the Company announced a $12,000,000 trial court verdict
against the Company and Gilbert/Commonwealth, Inc. of Michigan relative to a
dispute concerning construction management work performed by the former
subsidiary of Gilbert/Commonwealth, Inc. (G/C) in 1987 for Alaska-based Homer
Electric Association. As previously reported, in June 1995 the Company sold
its G/C subsidiary to The Parsons Corporation. Pursuant to the Stock Purchase
Agreement, Parsons agreed to indemnify, defend and hold harmless, the Company
against any litigation, claim or judgment brought or continued against the
Company, arising out of the actions or operations of its former G/C subsidiary.
The final judgment, including costs and attorney's fees, totaled $13,200,000,
and the Company has posted a bond in the amount of $15,300,000 relative to the
judgment plus statutory interest for up to eighteen months.
Both the Company and Gilbert/Commonwealth, Inc. Of Michigan will appeal the
Court's judgment on independent grounds.
Although there can be no assurance as to the ultimate outcome of these
proceedings, the Company believes that the jury finding regarding its liability
in the case is contrary to established law and that it has substantial
justification for appeal. The Company further believes that its insurance
policies should ultimately provide coverage for liability arising from this
lawsuit. Given these factors and The Parsons Corporation's indemnification, no
provision for losses has been recorded as of June 28, 1996.
10. On June 16, 1995, the Company's Class B shareholders approved the sale of
the Gilbert/Commonwealth, Inc. (G/C) subsidiary to The Parsons Corporation
(Parsons) and on June 20, 1995, the Company completed the sale for a total
purchase price of $45,932,000. The sale of G/C resulted in a $18,742,000 gain,
net of income taxes of $7,800,000, or $2.74 per share. The tax benefit of a
$8,758,000 capital loss carryforward, for which a valuation allowance was
previously recorded, was recognized to reflect utilization of the carryforward
associated with this transaction.
As part of the agreement, the buyer has signed a ten year lease with the
Company for 200,000 square feet of office space. The consolidated condensed
statements of operations exclude the results of G/C subsequent to March 31,
1995, the effective date of sale pursuant to the agreement with Parsons.
<PAGE>
Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
Year to Date - 1996 vs. 1995
During the second quarter of 1995, the Company sold
Gilbert/Commonwealth, Inc. (G/C) for $45,932,000, resulting in an
increase to net income of $18,742,000, or $2.74 per share. G/C's
results of operations are excluded from the consolidated condensed
statement of operations from April 1, 1995 forward. This sales
transaction is more fully discussed in Note 10.
Excluding the G/C sale, net income for the first half of 1996 increased
2% compared to the first half of 1995. The increase relates primarily
to a lower effective state tax rate. Income before gain on sale of
subsidiary and provision for taxes on income decreased 6% from the prior
year due primarily to lower operating profit within the technical
services segment offset in part by higher operating profit within the
real estate segment and reduced corporate expenses. The technical
services segment's results declined due primarily to the sale of G/C.
Total revenue declined 18% in the first half of 1996 as compared to the
first half of 1995 due primarily to the absence of G/C and United Energy
Services Corporation (UESC), offset in part by higher revenue within the
telecommunications segment. The Company decided to close UESC at the
end of 1995. Excluding the G/C sale, earnings per share increased 13%
in the first half of 1996 compared to the same period in 1995. The
percentage changes in net income and earnings per share differed due to
fewer shares outstanding.
Second Quarter - 1996 vs. 1995
Excluding the G/C sale, net income increased 11% in the second quarter
of 1996 as compared to the second quarter of 1995. The increase relates
primarily to higher operating profit within the real estate segment and
a lower effective state tax rate, offset in part by lower interest
income, which in 1995 was higher due to the proceeds on the G/C sale.
Revenue increased 3% due primarily to higher revenue within the
telecommunications segment, offset in part by a decline within the
technical services segment. Earnings per share increased 19%, which is
greater than the change in net income due to fewer shares outstanding.
In the current quarter, income before gain on sale of subsidiary and
provision for taxes on income increased 5% from the second quarter of
1995 due primarily to improved operations within the real estate and
technical services segments, offset in part by lower interest income.
Telecommunications Segment
The telecommunications segment's operating profit decreased 7% on a
revenue increase of 71% in the first half of 1996 as compared to the
same period in 1995. The gross profit percentage decreased from 38% for
the first half of 1995 to 35% for the first half of 1996.
For the current quarter, the telecommunications segment's operating
profit decreased 3% on a revenue increase of 71% from the second quarter
of 1995. The gross profit percentage decreased from 37% for the second
quarter of 1995 to 35% in the current quarter.
The increases in revenue relates primarily to the inclusion of XEL. The
unfavorable relationships between the changes in operating profit and
revenue stems from slightly profitable operations at XEL and higher
selling, general and administrative expenses within GAI-Tronics. The
gross profit percentage declined in both periods due to XEL.
The gross profit percentages have changed from prior reports due to a
reclassification of costs within the telecommunications segment.
Technical Services Segment
The technical services segment operating profit declined 34%, with
revenues down 46% in the first half of 1996 as compared to the same
period last year. The gross profit percentage declined from 20% in the
first half of 1995 to 13% in the first half of 1996. These declines are
primarily the result of the disposals of G/C and UESC mentioned above.
The operating profits and revenue of the remaining units, Resource
Consultants, Inc. (RCI) and SRA Technologies (SRA), decreased 6% in the
first two quarters of 1996 as compared to the same period in 1995. The
gross profit percentage on these units was 13% in the first half of 1996
and 12% in the first half of 1995.
Revenues declined 25% and the gross profit percentage declined from 14%
in the second quarter of 1995 to 13% in the current quarter. These
declines relate primarily to the absence of UESC's operations in the
current quarter. Operating profit improved 24% from the second quarter
of 1995 as compared to the current quarter due primarily to improved
results from the remaining units.
The current quarter operating profits of the remaining units improved
15% on a revenue decline of 9% from the second quarter of 1995. The
gross profit percentage increased from 12% in the second quarter of 1995
to 13% in the current quarter. The favorable relationship between the
change in operating profits and revenue is due primarily to the benefits
realized from consolidating lab operations.
Real Estate Segment
The real estate segment operating profit was $1,167,000 and $649,000 for
the first half and second quarter of 1996, respectively, as compared to
$162,000 and $265,000 in the same periods of 1995. The increases in
operating profit are primarily due to revenue increases of 41% and 37%
for the first half and current quarter respectively, when compared to
the same periods in 1995, which in turn relate primarily to a higher
rate of leased space. The total square feet available for lease is
approximately 550,000 of which approximately 96% is leased as of June
28, 1996. Approximately 8% is leased to related subsidiaries. Although
the Company anticipates improved results from the prior year in its real
estate operations, it should be noted that the Company is currently
evaluating its options for monetizing its real estate assets.
Other Income
Other income includes interest income of $169,000 and $68,000 for the
six and three month periods ended June 28, 1996, respectively, as
compared to $652,000 and $593,000 in the same periods of 1995. Prior
year interest income was higher due to the proceeds from the G/C sale.
Selling, General and Administration
Selling, general and administrative expenses decreased 22% from first
half of 1995 to the first half of 1996. The large decline is primarily
related to the absence of G/C and UESC as well as lower corporate costs,
offset in part by the costs associated with XEL. Research and
development costs, which are included in selling, general and
administrative expenses, increased from $1,459,000 in the first half of
1995 to $3,840,000 for the first half of 1996. The increase relates to
XEL.
For the current quarter, selling, general and administrative expenses
increased 11% from the second quarter of 1995 due primarily to the costs
associated with XEL, offset in part by the absence of UESC costs.
Research and development costs increased from $745,000 in the second
quarter of 1995 to $1,851,000 in the current quarter due to the addition
of XEL.
Provision for Taxes on Income
Excluding the effect of the G/C sale, the provision for taxes on income
decreased from an effective rate of 43% in the first half of 1995 to 38%
in the first half of 1996. The effective rate decreased from 42% in the
second quarter of 1995 to 38% in the current quarter. The decreases
relate primarily to lower state taxes.
Liquidity and Capital Resources
Working capital decreased $2,095,000, or 6% in the first half of 1996.
Cash and cash equivalents decreased $2,593,000. Amounts generated from
operations, combined with the available cash and cash equivalents and
lines of credit should provide adequate working capital to satisfy the
contingent payments to former IAI principals and XEL shareholders.
Lines of credit with Corestates Bank, N.A., in the amount of $70,000,000
are available to fund both short-term cash needs as well as future
acquisitions. These lines are more fully discussed in Note 5.
The Company estimates that its total capital expenditures in 1996,
excluding acquisitions, will be approximately $8,000,000. However, only
$4,000,000 relates to ongoing operations. The additional $4,000,000
will be used for one time real estate related expenditures. No
restrictions on cash transfers between the Company and its subsidiaries
exist.
Other
On June 5, 1996, the Board of Directors announced that the Company has
begun to explore strategic options for its remaining units within the
technical services segment. Separate investment banking firms have been
retained to develop strategies for both SRA and RCI. Also, as
previously disclosed, the Company is continuing to explore options for
monetizing its real estate holdings. Alternatives could include an
outright sale, a spin-off or leveraging.
Upon completion of the foregoing, the Company will be focused on
telecommunications.
Final decisions and the execution of plans for the three operations
could take up to one year to complete. In the interim, and until
definite decisions are made, operations at SRA and RCI, along with the
Company's real estate division, will continue normally and their results
will be included in ongoing operations.
The Form 10-Q contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the
Company. Such statements are only predictions and involve risks and
uncertainties, and actual events or performance may differ materially.
Potential risks and uncertainties include, without limitation: the
effect of general economic conditions, the impact of competitive
products, services and pricing, and demand and market acceptance risks
of current and new products and services; with respect to the Technical
Services segment, its dependence on the U.S. government as a customer;
and with respect to the Telecommunications segment, the uncertain effect
of the Telecommunications Act of 1996, technology change, and risks of
product development and commercialization difficulties.
<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on June
26, 1996, the shareholders elected seven directors, approved the Company's 1996
Long Term Incentive Plan, Stock Purchase Assistance Plan and Directors' Stock
Option Plan, approved amendments to the Company's Certificate of Incorporation
to authorize preferred stock and to reduce the number of authorized shares of
common stock, and ratified the appointment of independent auditors for 1996.
The results of the voting were as follows:
For Director Granted Withheld
-------------------- ------- --------
John W. Boyer, Jr. 361,562 20,223
Timothy S. Cobb 365,135 16,650
Donald E. Lyons 369,720 12,065
Alexander F. Smith 366,218 15,567
Paul H. Snyder 368,795 12,990
James A. Sutton 367,821 13,964
Donald K. Wilson, Jr. 365,800 15,985
BROKER
Other proposals FOR AGAINST ABSTAIN NON-VOTES
-------------------------- --- ------- ------- ---------
Approval of 1996 Long
Term Incentive Plan 316,950 52,465 12,370 0
Approval of Stock Purchase
Assistance Plan 319,523 50,773 11,489 0
Approval of Directors' Stock
Option Plan 360,330 11,854 9,601 0
Approval of Amendment to
Certificate of Incorporation
to authorize issuance of
preferred stock 316,193 58,736 6,856 0
Approval of Amendment to
Certificate of Incorporation
to reduce number of shares
of common stock 322,577 53,658 5,550 0
Ratification of appointment
of Arthur Andersen LLP
as independent auditors 370,842 3,095 7,848 0
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K:
(1) The Company filed Form 8-K on May 6, 1996 regarding the
appointment of Arthur Andersen LLP as the Company's
independent public accountants.
(2) The Company filed Form 8-K on June 7, 1996
regarding the exploration of strategic options for its
technical services segment.
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.
GILBERT ASSOCIATES, INC.
/s/Paul H. Snyder
Paul H. Snyder
Vice President and
Chief Financial Officer
Date: August 7, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1997
<PERIOD-END> JUN-28-1996
<CASH> 6,081,000
<SECURITIES> 0
<RECEIVABLES> 25,366,000
<ALLOWANCES> 1,840,000
<INVENTORY> 13,597,000
<CURRENT-ASSETS> 59,890,000
<PP&E> 75,870,000
<DEPRECIATION> 32,118,000
<TOTAL-ASSETS> 140,215,000
<CURRENT-LIABILITIES> 27,476,000
<BONDS> 0
0
0
<COMMON> 8,985,000
<OTHER-SE> 93,100,000
<TOTAL-LIABILITY-AND-EQUITY> 140,215,000
<SALES> 40,640,000
<TOTAL-REVENUES> 88,161,000
<CGS> 26,274,000
<TOTAL-COSTS> 66,883,000
<OTHER-EXPENSES> 17,658,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,620,000
<INCOME-TAX> 1,380,000
<INCOME-CONTINUING> 3,620,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,240,000
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
