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 April 2, 1999
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
_________________________
SALIENT 3 COMMUNICATIONS, 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
April 2, 1999 (including 156,250
shares of restricted stock
and excluding 2,873,453
Class A treasury shares): 5,592,048 519,799
<PAGE>
SALIENT 3 COMMUNICATIONS, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information Pages
Item I.
Consolidated Condensed Balance Sheets at
April 2, 1999 and January 1, 1999 (unaudited)
Consolidated Condensed Statements of Operations for the
three month periods ended April 2, 1999
and April 3, 1998 (unaudited)
Consolidated Condensed Statements of Cash Flows
for the three month periods ended April 2, 1999
and April 3, 1998 (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. Other Information
Item 5. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
<TABLE>
Part I. Financial Information
Salient 3 Communications, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
April 2, 1999 and January 1, 1999
(Unaudited)
(000's)
April 2, January 1,
1999 1999
--------- ----------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,277 $ 2,582
Accounts receivable, net of allowance
for doubtful accounts of $1,621 and
$1,711, respectively 22,377 27,342
Inventories 15,622 15,070
Deferred income taxes 5,210 5,510
Other current assets 6,572 5,864
------ ------
Total current assets 51,058 56,368
------ ------
Property, plant and equipment, at cost 48,010 47,244
Less accumulated depreciation and
amortization 25,068 23,947
------ ------
22,942 23,297
------ ------
Deferred income taxes 6,940 6,940
Other assets 3,725 3,350
Goodwill 32,016 28,500
------- -------
Total Assets $ 116,681 $ 118,455
======= =======
<PAGE>
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,058 $ 1,828
Accounts payable 7,285 7,200
Salaries and wages 1,536 987
Income taxes, currently payable 624 466
Estimated liability for contract losses 1,756 1,756
Other accrued liabilities 9,654 12,253
------ ------
Total current liabilities 22,913 24,490
------ ------
Long-term debt 10,526 10,616
Other long-term liabilities 5,233 5,360
Stockholders' equity:
Common stock 8,985 8,985
Capital in excess of par value 37,292 37,394
Warrants outstanding 1,755 1,665
Retained earnings 73,046 72,978
Foreign currency translation adjustment 32 99
Deferred compensation-restricted stock (1,562) (1,610)
Treasury stock (41,539) (41,522)
------ ------
78,009 77,989
------- -------
Total Liabilities and Stockholders' Equity $ 116,681 $ 118,455
======= =======
The accompanying notes are an integral part of the consolidated condensed
financial statements.
</TABLE>
<PAGE>
<TABLE>
Salient 3 Communications, Inc. and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
(000's except for share and per share information)
Three Months Ended
-----------------------------
April 2, 1999 April 3, 1998
------------- -------------
<S> <C> <C>
Sales $ 28,623 $ 27,975
Cost of goods sold 16,975 17,613
------ ------
Gross profit 11,648 10,362
Selling, general and
administration 8,607 9,462
Research and development 2,421 2,756
Goodwill amortization 376 470
------ ------
Operating profit (loss) 244 (2,326)
------ ------
Interest income 94 28
Interest expense 241 395
------ ------
Pre-tax income (loss) from
continuing operations 97 (2,693)
------ ------
Provision (benefit) for taxes
on income (loss) 29 (1,023)
------ ------
Net income (loss) from
continuing operations 68 (1,670)
------ ------
Income from discontinued operations:
Technical Services Segment
(less applicable income taxes of
$243) - 398
------ ------
Net income from
discontinued operations - 398
------ ------
Net income (loss) $ 68 $ (1,272)
====== ======
Per share of common stock (Basic and diluted):
Net income (loss) from continuing
operations $ 0.01 $ (0.26)
Net income from discontinued operations:
Technical Services Segment - 0.06
------ ------
Net income (loss) per share $ 0.01 $ (0.20)
====== ======
Cash dividends per share $ - $ 0.10
Basic weighted average
shares outstanding 5,952,391 6,313,434
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
<TABLE>
Salient 3 Communications, Inc. and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(Unaudited) Three Months Ended
(000's) -------------------
April 2, April 3,
1999 1998
-------- --------
Cash flows from operating activities:
<S> <C> <C>
Net income (loss) $ 68 $(1,272)
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation and amortization 1,585 1,708
Reserve provisions 120 154
Benefit from deferred income taxes 300 100
Restrictive stock expense 48 38
Changes in current assets and current liabilities
net of effects from acquisitions and dispositions:
Accounts receivable and unbilled revenue 5,321 2,131
Inventories (607) (1,003)
Other current assets (683) (238)
Accounts payable and salaries and wages 493 (489)
Other accrued liabilities (2,799) (844)
Income taxes, currently payable 158 (820)
Other, net (375) -
----- -----
Net cash provided by (used for) operating activities 3,629 (535)
----- -----
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired (3,967) (952)
Payments for property, plant and equipment (798) (1,493)
----- -----
Net cash used for investing activities (4,765) (2,445)
----- -----
Cash flows from financing activities:
Payments of debt (86) (120)
Borrowings under note payable 230 3,070
Issuance of treasury stock in connection
with stock purchase plan 100 160
Payments to acquire treasury stock (219) (308)
Cash dividends paid - (644)
Other, net (194) (349)
----- -----
Net cash provided by (used for) financing activities (169) 1,809
----- -----
Net decrease in cash and cash equivalents (1,305) (1,171)
Cash and cash equivalents at beginning of period 2,582 2,979
----- -----
Cash and cash equivalents at end of period $ 1,277 $ 1,808
===== =====
Supplemental cash flow disclosures:
Interest paid $ 209 $ 366
===== =====
Income taxes paid, net of refunds received $ (96) $ 88
===== =====
The accompanying notes are an integral part of the consolidated condensed
financial statements.
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(000's except for share and per share information)
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 Statements of
Operations were reclassified to conform with current year presentation. The
accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the
disclosures normally required by generally accepted accounting principles or
those normally made in the Company's annual Form 10-K filing. Accordingly, the
reader of this Form 10-Q may wish to refer to the Company's Form 10-K for the
year ended January 1, 1999 for further information.
2. Net income per share of common stock was determined using the average number
of Class A and Class B shares outstanding excluding 156,250 shares of restricted
stock. No preferred stock was outstanding as of April 2, 1999.
Dilutive shares outstanding were determined on the assumption that all
outstanding options, warrants and shares of restricted stock with a strike
price below the average stock price for the period would be exercised and the
related shares issued. Dilutive shares outstanding for the first quarter of
1999 and 1998 were 5,954,827 and 6,322,251, respectively. These additional
shares had an immaterial effect on the Company's earnings per share
calculation.
3. In the second quarter of 1998, the Company recorded a restructuring charge of
$2,401 relating to severance and other costs for approximately 140
manufacturing employees due to outsourcing the manufacturing process at XEL
Communications, Inc. (XEL), as well as the consolidation of manufacturing of
the Instrument Associates Division of GAI-Tronics into the Company's Reading,
Pennsylvania headquarters.
The following table displays a rollforward of the liabilities for the
restructuring charge from January 1, 1999 to April 2, 1999:
January 1, April 2,
1999 Amounts 1999
Type of Cost Balance Additions Utilized Balance
--------- --------- -------- -------
Employee separations $ 515 $ - ($114) $ 401
Facility closings 798 - (105) 693
Other 141 - - 141
--------- --------- -------- -------
Total $1,454 $ - ($219) $1,235
========= ========= ======== =======
<PAGE>
4. The components of inventories as of the balance sheet dates were as follows:
April 2, 1999 Jan. 1, 1999
------------- ------------
Raw material and components $ 9,511 $ 9,632
Work in process 2,277 2,408
Finished goods 7,138 6,885
Reserves (3,304) (3,855)
------ ------
$15,622 $15,070
====== ======
5. Other accrued liabilities included an accrual primarily for workers'
compensation of $1,474 and $1,602 at April 2, 1999 and January 1, 1999,
respectively. Also included in other accrued liabilities was software
licensing revenue that is recognized proportionally over the contract term. At
April 2, 1999 and January 1, 1999, the Company deferred $1,464 and $1,429,
respectively.
The Company capitalized costs associated with the development of software for
external use in accordance with Statement of Financial Accounting Standards No.
86 "Accounting for Cost of Computer Software to be Sold, Leased, or Otherwise
Marketed." Costs are being amortized on a straight line basis over 2 to 3
years. Capitalized software development costs and associated amortization
expense were $563 and $66, respectively, in the quarter ended April 2, 1999.
Capitalized software development costs and associated amortization expense
were $130 and $35, respectively, in the quarter ended April 3, 1998. As of
April 2, 1999 and January 1, 1999, the net book value of capitalized software
development costs were $1,261 and $764.
6. Effective February 23, 1999, the Company acquired all of the outstanding
stock of ComOpt AB (ComOpt) for $4,098, including acquisition costs. The Company
recorded goodwill of $3,892, which is being amortized on a straight-line basis
over 10 years. Under the terms of the agreement, the Company will also pay
ComOpt's shareholders additional amounts based upon the achievement of certain
sales and operating income levels. Any additional payments will increase
goodwill. ComOpt is part of the Company's Wireless Segment and was merged into
SAFCO Technologies, Inc. operations.
Effective January 3, 1998, the Company acquired all of the outstanding stock of
Elemec Systems, Ltd. (Elemec) for $952, including acquisition costs. Elemec is
part of the Company's Industrial Segment and was merged into GAI-Tronics
Corporation's European operations.
7. Under the terms of a 1998 loan agreement with First Union National Bank, the
Company has a working capital line of credit of $12,000 and an acquisition line
of credit of $12,000. The agreement contains a number of financial and other
covenants that, among other things, requires maintenance of a certain ratio of
funded debt to earnings before interest, taxes, depreciation and amortization
and requires the Company to pay a commitment fee of one-quarter of one percent
on the unused portion of the lines. The agreement also contains a provision
that limits the working capital line of credit to a defined borrowing base
consisting of eligible receivables and inventory amounts.
Lines of credit are available through June 30, 1999 to fund both short-term
cash needs as well as future acquisitions. As of April 2, 1999, the Company
had an available working capital line of credit of $8,190, reduced by
outstanding borrowings of $2,058, and issued letters of credit aggregating
$1,966. The Company was in compliance with its debt covenants at April 2,
1999.
<PAGE>
8. The Company has three reportable segments: Industrial, Access Products and
Wireless. The Industrial Segment develops, assembles and markets
communication systems for industrial operations. Industrial communication
products are designed to operate under extraordinary plant conditions and
provide emergency notification. In addition, the segment includes land mobile
radio communications devices. The Access Products Segment designs and markets
voice and data transmission system products. The access products provide
access to telecommunications services and automated monitoring and maintenance
of telecommunications network performance. The Wireless Segment's products
and services focus on the measurement and analysis of signal strength, data
communications and radio frequency transmitted between the wireless phone and
cellsites. The Wireless Segment also provides radio frequency engineering
design services.
Each reportable segment operates as a separate, standalone business unit with
its own management.
The Company evaluates segment performance based on profit or loss from
continuing operations before income tax, goodwill amortization and corporate
overhead allocation. Profit or loss from continuing operations is determined
in accordance with generally accepted accounting principles described in the
summary of significant accounting policies. Intersegment sales are not
significant.
April 2, April 3,
1999 1998
------------------------------------------------------------------------------
Sales
Industrial $ 16,124 $ 16,674
Access Products 6,552 6,713
Wireless 5,947 4,588
------ ------
28,623 27,975
Segment Profit (Loss)
Industrial 2,213 1,498
Access Products (18) (74)
Wireless (652) (2,063)
General interest expense (222) (365)
General corporate expenses (941) (1,247)
Goodwill amortization (377) (470)
Interest income 94 28
--------- ---------
Pre-tax income (loss) from
continuing operations $ 97 $ (2,693)
===============================================================================
9. In the first quarter of 1997, the Company accounted for both its Technical
Services and Real Estate Segments as discontinued operations.
On July 24, 1998, the Company completed the last of its planned divestitures
with the sale of its Resource Consultants, Inc. (RCI) subsidiary to the
management of RCI and an investor group.
The 1998 results for the Technical Services Segment have been classified as
discontinued operations in the Consolidated Condensed Statements of Operations.
Discontinued operations have not been segregated in the Consolidated Condensed
Statements of Cash Flows and, therefore, amounts for certain captions will not
agree with the respective Consolidated Condensed Statements of Operations.
Sales for the Technical Services Segment were $20,587 for the first quarter of
1998. The Real Estate Segment was sold in 1997.
10. The Company will adopt the Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities"(SFAS 133),
in the first quarter of 2000. SFAS 133 is not expected to have a material
impact on the Company's consolidated results of operations, financial position
or cash flows.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
(000's except for share and per share information)
Results of Operations
The Company reported net income from continuing operations for the first quarter
of 1999 of $68, or $0.01 per share compared to a loss of $1,670, or $0.26 per
share for the same period of 1998. The improvement was primarily due to
increased sales and reduced expenses by the Wireless Segment, improved margins
by the Industrial Segment, and reduced corporate expenses.
Sales increased 2% for the quarter from $27,975 in 1998 to $28,623 in 1999. The
increase in sales was due to the Wireless Segment, offset in part by lower sales
by the Industrial and Access Products Segments.
Effective February 23, 1999, the Company acquired all of the outstanding stock
of ComOpt AB (ComOpt), a Swedish wireless software company, for $4,098,
including acquisition costs. ComOpt is part of the Company's Wireless Segment.
The following is a breakdown of sales by segment:
1999 1998
---- ----
Access Products $ 6,552 $ 6,713
Industrial 16,124 16,674
Wireless 5,947 4,588
------ ------
Total $28,623 $27,975
====== ======
Access Products sales declined by 2% in 1999 compared to 1998, due to a
reduction in customer demand for analog channel units and product issues, now
resolved, which delayed orders and shipments for partnership sales. Industrial
sales decreased 3% in 1999 compared to 1998, primarily because of lower sales by
the Reading, Pennsylvania location due to sluggish capital spending by domestic
crude oil related industries, offset in part by increased sales by their
European operations. Wireless sales grew 30% year-over-year due to improved
hardware sales, increased demand for engineering services and the ComOpt
acquisition in February, 1999.
The consolidated gross profit percentage increased from 37% in 1998 to 41% in
1999. The increase was primarily due to product mix and price increases by the
Industrial Segment, and to a lesser extent, product mix from the Wireless
Segment.
Selling, General and Administration
Selling, general and administration decreased 9% in 1999 compared to 1998. As a
percentage of sales, selling, general and administration was 30% and 34% in 1999
and 1998, respectively. The decreases were due to lower corporate expenses and
to a lesser extent, lower expenses by the Wireless Segment.
Research and Development, Goodwill Amortization and Interest Expense
Research and development decreased 12% due to the capitalization of $563 during
the first quarter of 1999 compared to the capitalization of $130 during the
first quarter of 1998, for the development of software for external use in
accordance with Statement of Financial Accounting Standard No. 86 "Accounting
for Cost of Computer Software to be Sold, Leased, or Otherwise Marketed."
Goodwill amortization decreased 20% due to the write-off of goodwill as part of
a charge during the second quarter of 1998, offset partially by new goodwill
associated with the ComOpt acquisition.
Interest expense declined 39% due to the receipt of proceeds from the sale of
discontinued operations in July, 1998, offset in part by the purchase of ComOpt.
Provision for taxes on income
The effective tax rate was 30% for 1999 and 38% for 1998. The change in the
effective tax rate was due to the utilization of higher research and development
tax credits.
Income from discontinued operations
In June 1996, the Company announced that its Board of Directors had authorized
management to explore strategic options for its remaining subsidiaries within
the Technical Services and Real Estate Segments. The decision was reached
because of the Company's desire to focus its business only on telecommunications
equipment and services. In accord with this decision, during the first quarter
of 1997, the Company accounted for its Technical Services and Real Estate
Segments as discontinued operations. During 1997, the Company began the
divestiture of the businesses within these segments and completed the
dispositions during 1998.
Discontinued operations in 1998 was represented by the Company's former
subsidiary, Resource Consultants, Inc., which was sold in July 1998.
Liquidity and Capital Resources
Working capital decreased $3,358 in the first quarter of 1999. The decline in
working capital was primarily due to the purchase of ComOpt. Amounts generated
from operations, available cash and cash equivalents and an existing line of
credit should provide adequate working capital through 1999. In addition, the
Company eliminated the $0.10 per share quarterly dividend after the March 10,
1998 payment. This action provides additional funds to satisfy working capital
requirements. The Company does not expect to make any contingent payments to
former SAFCO Corporation shareholders during 1999.
Under the terms of a loan agreement, the Company has a maximum working capital
line of credit of $12,000 and an acquisition line of credit of $12,000 with
First Union National Bank that expire on June 30, 1999. The Company expects to
renew the lines of credit on that date. The agreement contains a number of
financial and other covenants, the most restrictive of which requires a certain
ratio of funded debt to earnings before interest, taxes, depreciation and
amortization. The Company was in compliance with all covenants at April 2,
1999. The agreement also contains a provision that limits the working capital
line of credit to a defined borrowing base consisting of eligible receivables
and inventory amounts. As of April 2, 1999, the availability under the working
capital line of credit was $8,190, before reductions for outstanding borrowings
of $2,058 and issued letters of credit aggregating $1,966.
The Company estimates that its total capital expenditures in 1999, excluding
acquisitions, will be approximately $4,200. No restrictions on cash transfers
between the Company and its subsidiaries exist.
Other
The Company announced on April 28, 1999 that its Board of Directors had agreed
to call for a vote of shareholders on changing the Company's capital structure
to one class of common stock, all with equal voting rights. The Board will
engage an investment banker for advice on key issues related to the proposed
change and expects the vote will be taken at a shareholders meeting to be held
no later than at the Annual Meeting in 2000.
Continued improvement in the Company's operations is dependent upon successful
product releases within the Wireless Segment. Continued lack of demand for the
analog products within the Access Products Segment could depress results;
however, the Company is continuing the process of entering into new technology
partnerships which are expected to offset declining analog product sales.
Additionally the Company is currently developing its own new product for the
access market, to be released in the third quarter of 1999.
The currency problems with certain Asian countries and in Brazil have had a
negative impact to their economies. The Company currently sells to customers
located in some of these countries and expects that there could be some impact
from the currency problems on the volume or timing of products sold in those
countries.
In 1998, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133). The Company will adopt SFAS 133 during the first
quarter of 2000. SFAS 133 is not expected to have a material impact on the
Company's consolidated results of operations, financial position or cash flows.
The Company recognizes the issues associated with the Year 2000 problem. The
Company relies on information technology ("IT") systems to support many key
operations of its business. The Company believes that these systems must be
made compliant to ensure no material business interruption. The program to
identify and resolve Year 2000 issues encompasses the following phases: risk
assessment, inventory of affected technology and critical third party suppliers,
development of project plans and monitoring of projects, and contingency
planning. Initial risk assessment and inventories of systems have been
conducted and the Company has determined that most of its systems are Year
2000 compliant. The Company's assessments and inventories are considering both
IT and non-IT systems and equipment.
Project plans have been developed to identify the remaining systems/equipment
that need remediation, as well as actions, resources needed, and timeframes to
perform the remediation. This entire process is a dynamic one. Compliance
assessments are ongoing, modifications to individual project plans are made as
needed, and the Company's overall remediation status is monitored on a regular
basis.
In addition to its own Year 2000 compliance, the Company believes that its
business could potentially be adversely impacted if its key suppliers and
customers do not achieve timely and successful Year 2000 compliance with their
systems/equipment. As such, the Company is in the process of contacting its key
business partners to assess their Year 2000 readiness. The Company expects its
Year 2000 compliance programs to be completed by the end of the third quarter of
1999. The total cost of achieving Year 2000 compliance is not expected to be
material. All modification costs are being expensed as incurred.
On January 1, 1999, several member countries of the European Union established
fixed conversion rates between their existing sovereign currencies and adopted
the Euro as their new common legal currency. The Company will continue to
evaluate issues involving introduction of the Euro. Based on current
information, the Company does not expect
that the Euro conversion will have a material adverse effect on its business,
results of operations, cash flow or financial condition.
This 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 as expressed in any such forward
looking statements. Potential risks and uncertainties include, without
limitation: projections regarding 1999 sales, capital requirements, product
diversity, operating profitability, expected orders from contracts, market
position, expected new technology partnerships, sales from new products, the
effect of general economic conditions in the United States, Asia and Latin
America, the impact of competitive products, services and pricing, and demand
and market acceptance risks of current and new products and services; and with
respect to the Telecommunications business, technology change, and risks of
product development and commercialization difficulties. Further information on
factors that could affect the Company's future financial performance can be
found in the Company's other filings with the Securities and Exchange
Commission. Words such as "estimates", "positioned", "yields", "should
generate", "appears", "viewed", "could", "would position", "expected",
"does not expect" and "should allow" indicate the presence of forward looking
statements.
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
(1) The registrant file Form 8-K on March 3, 1999 which announced
the acquisition of ComOpt.
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.
Salient 3 Communications, Inc.
/s/Paul H. Snyder
Paul H. Snyder
Senior Vice President and
Chief Financial Officer
Date: May 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> APR-02-1999
<CASH> 1,277,000
<SECURITIES> 0
<RECEIVABLES> 22,377,000
<ALLOWANCES> 1,711,000
<INVENTORY> 15,622,000
<CURRENT-ASSETS> 51,058,000
<PP&E> 48,010,000
<DEPRECIATION> 25,068,000
<TOTAL-ASSETS> 116,681,000
<CURRENT-LIABILITIES> 22,913,000
<BONDS> 0
0
0
<COMMON> 8,985,000
<OTHER-SE> 69,024,000
<TOTAL-LIABILITY-AND-EQUITY> 116,681,000
<SALES> 28,623,000
<TOTAL-REVENUES> 28,717,000
<CGS> 16,975,000
<TOTAL-COSTS> 16,975,000
<OTHER-EXPENSES> 11,404,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 241,000
<INCOME-PRETAX> 97,000
<INCOME-TAX> 29,000
<INCOME-CONTINUING> 68,000
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<NET-INCOME> 68,000
<EPS-PRIMARY> 0.01
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</TABLE>
