SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended December 31, 1995
[ ] 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. 0-14225
EXAR CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware 94-1741481
(State or other jurisdiction of ( I.R.S. Employer
incorporation or organization) Identification No.)
48720 Kato Road, Fremont California 94538
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 668-7000
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at December 31, 1995
Common Stock, .0001 par value 9,038,413 shares
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements....... 3-5
Notes to Condensed Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..... 9-11
PART II OTHER INFORMATION
Item 2. Changes in Securities............................. 12
Item 6. Exhibits and Reports on Form 8-K.................. 12
Signatures........................................ 13
EXHIBITS
Exhibit 11.1...................................... 15
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
EXAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
DECEMBER 31, MARCH 31,
1995 1995
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and equivalents $57,868 $57,029
Short-term investments 2,956 5,133
Accounts receivable, net 19,732 29,719
Inventories 18,762 18,411
Prepaid expenses and other 1,018 1,687
Deferred income taxes 7,278 7,277
Total current assets 107,614 119,256
PROPERTY AND EQUIPMENT, net 33,825 22,192
GOODWILL, net 5,369 4,866
OTHER ASSETS 1,969 3,766
TOTAL ASSETS $148,777 $150,080
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $15,953 $27,326
Accrued compensation and related benefits 4,978 4,925
Other accrued expenses 1,407 1,912
Income taxes payable 3,117 3,807
Total current liabilities 25,455 37,970
LONG-TERM LIABILITIES 2,557 2,557
DEFERRED INCOME TAXES 1,820 1,857
STOCKHOLDERS' EQUITY:
Preferred stock; $.0001 par value; 2,250,000
shares authorized;
no shares outstanding - -
Common stock; $.0001 par value; 25,000,000
shares authorized;
9,457,413 and 9,309,066 shares outstanding 74,978 67,217
Cumulative translation adjustments 215 682
Retained earnings 50,006 39,797
Treasury stock; 419,000 shares at cost (6,254) -
Total stockholders' equity 118,945 107,696
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $148,777 $150,080
See notes to condensed consolidated financial
statements.
EXAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
THREE MONTHS NINE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1995 1994 1995 1994
NET SALES $30,217 $40,029 $96,828 $118,842
COST AND EXPENSES:
Cost of sales 15,219 24,316 47,349 73,629
Research and development 4,279 3,600 12,179 10,196
Selling, general and
administrative 6,313 5,944 18,446 18,063
Goodwill amortization 343 312 972 546
Write-off of in-process
research and development - - 2,390 16,875
One-time charges relating
to discontinued product line - - 1,155 -
Total costs and expenses 26,154 34,172 82,491 119,309
OPERATING INCOME (LOSS) 4,063 5,857 14,337 (467)
OTHER INCOME (EXPENSE):
Interest income, net 845 662 2,474 1,593
Other, net 82 209 550 642
Total other income, net 927 871 3,024 2,235
INCOME BEFORE INCOME TAXES 4,990 6,728 17,361 1,768
INCOME TAXES 1,893 2,372 7,152 6,562
NET INCOME (LOSS) $3,097 $4,356 $10,209 ($4,794)
NET INCOME (LOSS) PER SHARE $0.31 $0.47 $1.00 ($0.52)
SHARES USED IN COMPUTATION 10,107 9,334 10,183 9,168
See notes to condensed consolidated financial statements
EXAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
NINE MONTHS ENDED
DECEMBER 31,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 10,209 $ (4,794)
Reconciliation to net cash provided by
operating activities:
Depreciation and amortization 4,061 3,979
Write-off of in-process research and 2,390 16,875
development
Deferred income taxes (38) -
Changes in operating assets and
liabilities:
Accounts receivable 10,176 (5,930)
Inventories 21 (1,549)
Prepaid expenses and other 408 501
Accounts payable and accrued expenses (12,299) (3,150)
Accrued compensation and related (138) (1,886)
benefits
Income taxes payable (690) 1,036
Net cash provided by operating
activities 14,100 5,082
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (14,292) (3,554)
Short-term investments, net 2,177 1,999
Other assets (1,004) (470)
Acquired companies - (19,131)
Net cash used in investing
activities (13,119) (21,156)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term liabilities - (2,137)
Proceeds from issuance of common stock 6,579 2,985
Acquisition of treasury stock (6,254) -
Net cash provided by financing
activities 325 848
EFFECT OF RATE CHANGES ON CASH (467) 49
NET INCREASE (DECREASE) IN CASH AND
EQUIVALENTS 839 (15,177)
CASH AND EQUIVALENTS AT BEGINNING OF
PERIOD 57,029 62,400
CASH AND EQUIVALENTS AT END OF PERIOD $ 57,868 $ 47,223
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes $ 6,585 $ 4,958
See notes to condensed consolidated
financial statements.
EXAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED DECEMBER 31, 1995 AND 1994
NOTE 1.BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. Such financial
statements have been prepared in conformity with generally accepted accounting
principles consistent with those reflected in the Company's 1995 annual report
on Form 10-K, and include all adjustments (consisting only of normal, recurring
adjustments) necessary for a fair presentation of financial position, results of
operations and cash flows. The results of operations for the three and nine
month periods ended December 31, 1995 are not necessarily indicative of the
results of operations to be expected for the full year.
Exar Corporation (Exar or the Company) designs, develops, manufactures and
markets analog and mixed-signal application specific integrated circuits for use
in the communications, document imaging, consumer electronics, computer and
automotive markets and other selected areas.
NOTE 2.CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturities of
three months or less, when purchased, to be cash equivalents.
NOTE 3.SHORT-TERM INVESTMENTS
The Company's policy is to invest in various short-term instruments with
investment grade credit ratings. Generally such investments have contractual
maturities of less than one year.
The Company accounts for its short-term investments in accordance with Statement
of Financial Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities.'' The Company classifies its short-term
investments as "available for sale securities." At December 31, 1995, there was
no significant difference between the fair market value and the underlying cost
of such securities.
NOTE 4.INVENTORIES
Inventories are stated at the lower of standard cost (first-in, first-out
method) or market and consist of the following:
December 31, March 31,
1995 1995
Raw
materials $ 555 $ 301
Work-in-
process 15,998 11,746
Finished
goods 2,209 6,364
Total $18,762 $18,411
NOTE 5. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes," which
requires an asset and liability approach for financial accounting and reporting
of income taxes. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
NOTE 6. NET INCOME (LOSS) PER SHARE
Net income (loss) per share is calculated based on the weighted average number
of common and dilutive common share equivalents outstanding. Common share
equivalents reflect the dilutive effect of outstanding stock options. In
September 1994, the Board of Directors declared a 3 for 2 stock dividend which
was effected in the form of a stock split. All share and per share amounts for
1994 have been retroactively restated to give effect to the stock split.
NOTE 7. ACQUIRED COMPANIES
In May 1994, the Company acquired all of the outstanding common stock of Origin
Technology, Inc., (Origin) for $1.4 million in cash and invested an additional
$1.0 million in newly issued common stock of Origin. The purchase agreement
includes provisions for additional payments to the selling shareholders of up to
$1.5 million through 1999 based on Origin's future operating performance. Such
contingent payments have been accrued and are included in long-term liabilities
at December 31, 1995.
In June 1994, the Company acquired all of the outstanding common stock of MPS
Holdings, Inc. (Micro Power) for $21.7 million in cash.
On March 31, 1995, the Company acquired all of the outstanding common stock of
Startech Semiconductor, Inc. (Startech), in exchange for 349,587 shares of
common stock, the assumption of Startech's outstanding stock options with an
aggregate value of $8,750,000, and cash of $4,450,000. The purchase agreement
includes provisions for adjustments to the final purchase price, which may
result in additional payments of up to $6 million in April 1996 and an
additional $6 million in October 1996 based on Startech's future operating
performance. In addition, the Company may be required to pay up to $3,000,000
in deferred compensation to certain key employees of Startech through April
1998.
In June 1995, the Company acquired Silicon Microstructures, Inc. (SMI), in
exchange for 43,334 shares of common stock and the conversion to equity of
$1,250,000 of loans previously granted to SMI. In addition, the Company may be
required to issue up to $1,500,000 in additional shares based on SMI's future
operating performance.
For accounting purposes, the acquisitions have been accounted for as purchases.
Accordingly, the results of operations for the three and nine month periods
ended December 31, 1995 and 1994 include the operations of the acquired
companies subsequent to the dates of acquisition. As a result of these
transactions, the Company recorded approximately $8.4 million of goodwill which
is being amortized over a period of five years. The remaining portion of the
excess purchase price represented in-process research and development which was
charged to operations (approximately $2.4 million in the nine months ended
December 31, 1995 and approximately $16.9 million in the nine months ended
December 31, 1994.) Contingent consideration in connection with the Startech
and SMI acquisitions has not been accrued and will be reflected in the Company's
financial statements when issued or paid.
Had the acquisitions been effective at the beginning of fiscal 1995, the impact
would have been to increase revenues by $9.4 million and to decrease operating
loss and net loss by $197,000 and $541,000 ($0.05 per share), respectively. The
acquisition of SMI has not had a significant impact on the Company's results of
operations.
NOTE 8. SHAREHOLDER RIGHTS PLAN
In December 1995, the Company's Board of Directors (the `Board'') adopted a
Preferred Share Purchase Rights Plan (the `Plan'') under which the Board of
Exar declared a dividend of one preferred share purchase right (a ``ight'') for
each outstanding share of Common Stock of Exar held as of January 10, 1996.
The Plan is intended to protect stockholders from an unsolicited attempt to
acquire Exar. Each Right entitles the registered holder to purchase from Exar
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $.0001 per share (the ``referred Shares''), of Exar at a price of
$118.50 per one-hundredth of a Preferred Share.
The rights become exercisable ten days after the announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
15% or more of the outstanding Common Shares, or ten days after the announcement
that a person has commenced a tender offer which would result in such person or
group owning 15% or more of the shares acquired (even if no purchases actually
occur), the earliest of such dates being called the ``istribution Date''. The
Rights are not exercisable until the Distribution Date and will expire on
December 15, 2005.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL - The Company derives revenue principally from the sale of integrated
circuits to unaffiliated customers. In the past, a portion of the Company's
revenues were also derived from wafer services provided to Rohm Co. Ltd. (Rohm).
The Company's gross margins from sales of integrated circuits vary depending on
competition from other manufacturers, the volume of products manufactured and
sold, and the Company's ability to achieve certain manufacturing efficiencies.
The Company's newer analog and mixed-signal products have higher gross margins
than many of the Company's more mature products and margins of any particular
product may erode over time. The Company's business in Japan includes the sale
of integrated circuits for use in consumer electronics products. Sales in Japan
are made through the Company's wholly-owned subsidiaries. Until April 1 1995,
the Company also sold, in Japan, second source integrated circuits for use in
consumer electronics products. Although this was a high volume business, such
products produced lower gross margins than the Company's other products.
The Company has wholly-owned subsidiaries in Japan and the United Kingdom to
support its sales operations in each of those areas.
During the first quarter of fiscal 1995, the Company acquired Origin Technology,
Inc. (Origin) and Micro Power Systems, Inc. (Micro Power). In March 1995, the
Company acquired Startech Semiconductor, Inc. (Startech), and in June 1995 the
Company acquired Silicon Microstructures, Inc. (SMI). All of the acquisitions
have been accounted for as purchases. Accordingly, the Company's results of
operations include the operations of the acquired companies subsequent to the
dates of acquisition.
RESULTS OF OPERATIONS - Net sales for the third quarter of fiscal 1996 were
$30.2 million compared to $40.0 million for the same period a year ago, a
decrease of approximately 25%. Net sales for the nine month period ended
December 31, 1995 decreased by 19 % to $96.8 million compared to $118.8 million
for the corresponding period in fiscal 1995.
The decrease in net sales reflects a number of actions directed toward reducing
the Company's low-margin business and focusing on higher-margin product lines.
Effective April 1, 1995 the Company eliminated sales of second source consumer
products in Japan which resulted in a reduction in net sales of approximately
$8.2 million and $26.7 million during the third quarter and first nine months of
fiscal 1996, respectively. In addition, during the first quarter of fiscal 1996
the Company discontinued its mass storage product line as a result of supply
disruptions which resulted in a reduction of approximately $5.5 million and
$13.2 million in net sales during the third quarter and first nine months of
fiscal 1996, respectively. Net sales were also adversely impacted by delay in
product deliveries from certain of the Company's foundry sources.
Revenue decreases were partially offset by increases in sales of the Company's
other proprietary products of approximately 15% and 24% in the three and nine
month periods ended December 31, 1995. The Company experienced strong demand for
its data acquisition products and communications products and benefited from the
sale of personal computer and pressure sensor products as a result of the
Startech and SMI acquisitions.
Cost of sales for the third quarter and the first nine months of fiscal 1996
decreased to approximately 50% of net sales and 49% of net sales, respectively,
compared to 61% of net sales and 62% of net sales for the same periods of fiscal
1995. The resulting increase in gross margin is due primarily to changes in
product mix, including i) the decrease in sales of mass storage and second
source consumer products, which have historically provided lower gross margins
than the Company receives from the sale of its other products, ii) the addition
of higher margin product lines as a result of recent acquisitions, and iii)
manufacturing efficiencies for certain of the Company's products.
Expenditures for research and development for the third quarter and first nine
months of fiscal 1996 represented approximately 14% of net sales and 13% of net
sales, respectively, compared to 9% of net sales in the corresponding periods in
fiscal 1995. The increase in research and development expenditures as a
percentage of net sales reflects the additional research and development
expenditures of acquired companies and the elimination of second source consumer
product sales which did not require research and development expenditures.
Selling, general and administrative expenses, as a percentage of net sales,
increased from 15% in the third quarter and first nine months of fiscal 1995 to
approximately 21% and 19%, respectively, in the corresponding periods of the
current year. The increase as a percentage of net sales reflects the lower
level of sales in fiscal 1996, as well as additional selling, general and
administrative expenses of acquired companies.
Net interest income for the first nine months of fiscal 1996 increased by
approximately $900,000 as a result of higher levels of cash and short-term
investments and higher average investment rates during the period. Other income
consists primarily of foreign currency gains.
The Company's provision for income taxes is based on income from operations,
excluding the write-offs of in-process research and development, as there was no
tax benefit associated with the write-offs. The Company's effective tax rate
for the first nine months of fiscal 1996, excluding the write-off of in-process
research and development, was approximately 36% as state income taxes and
foreign income, which is taxed at rates different form U.S. income tax rates,
was offset by tax advantaged investment income and tax savings generated from
utilization of the Company's foreign sales corporation.
Net income for the first nine months of fiscal 1996, excluding the effects of
one-time write-offs, was $13.3 million ($1.31 per share) compared to $12.1
million ($1.32 per share) for the same period in fiscal 1995.
To date, inflation has not had a significant impact on the Company's operating
results.
The California Regional Water Quality Control Board for the San Francisco Bay
Region is conducting an investigation of contaminants detected in subsurface
groundwater at approximately 50 different sites in Santa Clara County,
California, including a location formerly leased by Exar. Ongoing studies
indicate that contaminants in the groundwater beneath such leased facility
result from the migration of contaminants released by other neighboring
manufacturers. Although this matter is subject to an unusual degree of
uncertainty, on the basis of the facts presently known, the ultimate outcome of
this matter is not expected to have a material adverse effect on the Company's
financial position or results of operations.
In 1987, Micro Power identified low-level groundwater contamination on its
principal manufacturing property. Although the area of contamination appears to
have been defined, the source of the contamination has not been identified. The
Company has reached an informal agreement with another entity to participate in
the cost of ongoing site investigations and the operation of remedial systems to
remove subsurface chemicals which is expected to continue for 10 to 15 years.
The accompanying financial statements include the Company's share of estimated
remediation costs of approximately $1.3 million.
The Company is in an industry which is characterized by intense competition,
rapid technological change, cyclical market patterns, occasional shortages of
materials, dependence upon highly skilled engineering and other personnel and
significant expenditures for product development. The Company's operations have
reflected, and may in the future reflect, substantial fluctuation from period-
to-period as a result of the above factors, as well as general economic
conditions, the timing of orders from major customers, variations in
manufacturing efficiencies, management decisions to commence or discontinue
certain product lines, and the Company's ability to design, introduce and
manufacture new products on a cost-effective and timely basis.
LIQUIDITY AND CAPITAL RESOURCES - During the first nine months of fiscal 1996,
the Company financed its operations primarily from existing cash balances and
cash flow from operations. At December 31, 1995, the Company had approximately
$61 million of cash and short-term investments. In addition, the Company has
available short-term, unsecured lines of credit totaling $35.5 million with
certain domestic and foreign banks, none of which were being utilized at
December 31, 1995.
On March 31, 1995, the Company acquired Startech Semiconductor in exchange for a
combination of cash and common stock valued at $13.2 million. In June 1995, the
Company completed the acquisition of SMI in exchange for 43,334 shares of common
stock and the conversion to equity of $1,250,000 of loans previously granted to
SMI. Certain of the purchase agreements include provisions for adjustments to
the final purchase price and/or include deferred compensation arrangements which
may result in additional payments of up to $16.5 million, in some combination of
cash and/or common stock, over the next three years.
On October 11, 1995, the Company entered into a wafer production agreement with
IC Works, Inc., (IC Works). Under the terms of the agreement, Exar will invest
approximately $15 million for the purchase and installation of equipment at IC
Works in exchange for a predetermined supply of wafers over the next five years.
Under a separate but related agreement, Exar may be required to make a minority
equity investment in IC Works.
In November 1995 the company moved to a new facility constructed on its property
in Fremont, California. The Company believes that costs to complete the
construction contract will require the use of approximately $1 million in cash
during the remainder of fiscal 1996.
In December 1995, the Board of Directors of the Company authorized the open
market repurchase of shares of Exar Common Stock at an aggregate purchase price
of up to $15 million. The Company had utilized approximately $6.5 million
to purhcase its Common Stock as of December 31, 1995.
The Company anticipates that it will finance its operations with cash flows from
operations, existing cash balances, borrowings under existing bank credit lines,
and some combination of long-term debt and/or lease financing and additional
sales of equity securities. The combination and sources of capital will be
determined by management based on the needs of the Company and prevailing market
conditions.
PART II - OTHER INFORMATION
ITEM 2.- CHANGES IN SECURITIES
On December 15, 1995 the Board of Directors of Exar Corporation (the `Board'')
adopted a Preferred Share Purchase Rights Plan (the ``lan'') intended to
protect stockholders from an unsolicited attempt to acquire Exar. In accordance
with the plan, the Board declared a dividend of one preferred share purchase
right (a `Right'') for each outstanding share of Common Stock, par value $.0001
per share, held as of January 10, 1996. Each Right entitles the registered
holder to purchase from Exar one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $.0001 per share, of Exar at a price of
$118.50.
The rights become exercisable ten days after the announcement that a person or
group has acquired 15% or more of Exar's shares, or ten days after the
announcement that a person has commenced a tender offer which would result in
such person or group owning 15% or more of the shares acquired (even if no
purchases actually occur) (the `Shares Acquisition Date''). The Rights are not
exercisable until the Distribution Date and will expire on December 15, 2005.
The terms of the Rights may be amended by the Board without the consent of the
holders of the Rights. The Board may also redeem all of the Rights for $.01 per
Right prior to the Shares Acquisition Date or December 15, 2005. When declared
by the board, each Preferred Share will be entitled to a preferential quarterly
dividend payment of the greater of (i) $1.00 per share or (ii), 100 times the
aggregate dividend declared per Common Share. The right to such dividend shall
be cumulative. Each Preferred Share will have 100 votes, voting together as a
class with the Common Shares. Additionally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 times the consideration received
by each Common Share. Preferred Shares purchasable upon exercise of the Rights
will not be redeemable.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11.1 - Statement re Computation of Per Share Earnings (Loss)
(b) The Registrant filed a report on Form 8-K dated December 15, 1995 (and
filed on January 9, 1996). In Item 5 of Form 8-K, Other Events, the company
reported the approval and implementation of a preferred rights plan intended to
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors.
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.
EXAR CORPORATION
By /s/ Date: February 13, 1996
George D. Wells
President
Chief Executive Officer
By /s/ Date: February 13, 1996
Ronald W. Guire
Executive Vice President,
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Exar
Corporations Condensed Financial Statements for the period ended
December 31, 1995 and is qualified in its entirety by reference to such
10-Q filing.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> DEC-31-1995
<CASH> 57,868
<SECURITIES> 2,956
<RECEIVABLES> 19,732
<ALLOWANCES> 0
<INVENTORY> 18,762
<CURRENT-ASSETS> 107,614
<PP&E> 33,825
<DEPRECIATION> 0
<TOTAL-ASSETS> 148,777
<CURRENT-LIABILITIES> 25,455
<BONDS> 0
<COMMON> 68,724
0
0
<OTHER-SE> 50,221
<TOTAL-LIABILITY-AND-EQUITY> 148,777
<SALES> 96,828
<TOTAL-REVENUES> 96,828
<CGS> 47,349
<TOTAL-COSTS> 82,491
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,361
<INCOME-TAX> 7,152
<INCOME-CONTINUING> 10,209
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,209
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 0
</TABLE>
THREE MONTHS NINE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1995 1994 1995 1994
NET INCOME (LOSS) $3,097 $4,356 $10,209 ($4,794)
SHARES USED IN COMPUTATION:
Weighted average common
shares outstanding 9,773 8,890 645 8,890
Dilutive effect of stock
options 334 444 538 278
Shares used in
computation 10,107 9,334 10,183 9,168
NET INCOME (LOSS)
PER SHARE $0.31 $0.47 $1.00 ($0.52)
See notes to condensed consolidated financial statements
