<PAGE> 1
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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 July 3, 1998
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: 0-15277
VERTEX COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
TEXAS 75-1982974
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 N. LONGVIEW STREET, KILGORE, TEXAS 75662
(Address of principal executive offices and zip code)
(903) 984-0555
(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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
AS OF JULY 3, 1998, THERE WERE 5,111,888 SHARES OUTSTANDING OF THE REGISTRANT'S
COMMON STOCK $.10 PAR VALUE.
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<PAGE> 2
VERTEX COMMUNICATIONS CORPORATION
TABLE OF CONTENTS TO FORM 10-Q
FOR THE THREE MONTHS ENDED JULY 3, 1998
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements - (Unaudited)
Condensed Consolidated Balance Sheets - July 3, 1998 and September 30,
1997
Condensed Consolidated Statements of Income - Three months ended July
3, 1998 and June 27, 1997
Condensed Consolidated Statements of Income - Nine months ended July
3, 1998 and June 27, 1997
Condensed Consolidated Statements of Cash Flows - Nine months ended
July 3, 1998 and June 27, 1997
Notes to Condensed Consolidated Financial Statements - July 3, 1998
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
<PAGE> 3
VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
July 3 September 30
1998 1997
--------- ------------
ASSETS (Unaudited) *
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 8,739 $ 5,407
Accounts receivable, net 39,856 35,977
Inventories 30,997 27,198
Income tax receivable -- 1,130
Deferred income taxes 876 784
--------- ---------
80,468 70,496
PROPERTY AND EQUIPMENT, at cost 31,105 29,231
Less accumulated depreciation (15,622) (13,004)
--------- ---------
15,483 16,227
GOODWILL, less accumulated amortization of $1,847 and $1,134 12,500 12,794
OTHER ASSETS 1,110 976
--------- ---------
TOTAL ASSETS $ 109,561 $ 100,493
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 7,582 $ 7,413
Accrued liabilities 13,579 13,278
Customers' advances 5,050 3,139
Current portion of long-term debt 643 1,082
--------- ---------
26,854 24,912
LONG-TERM DEBT - less current portion 282 988
DEFERRED INCOME TAXES 1,167 1,103
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value, 20,000,000 shares authorized,
5,235,751 shares issued 524 524
Capital in excess of par value 35,061 35,107
Retained earnings 47,440 40,033
Treasury stock, at cost, 123,863 shares and 148,813 shares (1,521) (1,828)
Translation adjustment (246) (346)
--------- ---------
81,258 73,490
--------- ---------
TOTAL LIABILITIES AND EQUITY $ 109,561 $ 100,493
========= =========
</TABLE>
* The balance sheet at September 30, 1997 has been taken from audited
financial statements at that date and condensed.
1
<PAGE> 4
VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
July 3 June 27
1998 1997
-------- --------
<S> <C> <C>
SALES $ 35,603 $ 23,266
COSTS AND EXPENSES:
Cost of sales 25,877 16,640
Research and development 1,405 964
Marketing 1,706 1,181
General and administrative 3,070 1,929
-------- --------
32,058 20,714
-------- --------
OPERATING INCOME 3,545 2,552
OTHER INCOME (EXPENSE):
Income from investments 117 208
Interest expense (18) (36)
-------- --------
INCOME BEFORE INCOME TAXES 3,644 2,724
Provision for income taxes 1,037 863
-------- --------
NET INCOME $ 2,607 $ 1,861
======== ========
BASIC EARNINGS PER SHARE $ .51 $ .41
======== ========
DILUTED EARNINGS PER SHARE $ .49 $ .38
======== ========
</TABLE>
2
<PAGE> 5
VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Nine Months Ended
July 3 June 27
1998 1997
-------- --------
<S> <C> <C>
SALES $ 97,882 $ 63,382
COSTS AND EXPENSES:
Cost of sales 69,483 45,431
Research and development 4,443 2,412
Marketing 5,143 3,454
General and administrative 8,385 5,224
-------- --------
87,454 56,521
-------- --------
OPERATING INCOME 10,428 6,861
OTHER INCOME (EXPENSE):
Income from investments 324 614
Interest expense (65) (85)
-------- --------
INCOME BEFORE INCOME TAXES 10,687 7,390
Provision for income taxes 3,280 2,310
-------- --------
NET INCOME $ 7,407 $ 5,080
======== ========
BASIC EARNINGS PER SHARE $ 1.45 $ 1.13
======== ========
DILUTED EARNINGS PER SHARE $ 1.39 $ 1.07
======== ========
</TABLE>
3
<PAGE> 6
VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
July 3 June 27
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 6,090 $ 536
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,874) (3,425)
Acquisition of TIW Systems, Inc. -- (7,621)
-------- --------
(1,874) (11,046)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment for business purchased in fiscal 1995 (302) (709)
Proceeds from long-term debt -- 2,128
Repayment of debt (843) (6,945)
Proceeds from exercise of stock options 261 487
-------- --------
(884) (5,039)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS 3,332 (15,549)
CASH AND EQUIVALENTS:
At beginning of period 5,407 17,396
-------- --------
AT END OF PERIOD $ 8,739 $ 1,847
======== ========
</TABLE>
4
<PAGE> 7
VERTEX COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all the adjustments
(consisting of normal recurring accruals) considered necessary for fair
presentation have been included.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended September 30, 1997.
NOTE B - INVENTORIES (IN THOUSANDS)
The components of inventory consist of the following:
<TABLE>
<CAPTION>
July 3 September 30
1998 1997
------- ------------
<S> <C> <C>
Raw Materials $ 8,611 $ 8,844
Work-In-Process 16,867 13,626
Finished Goods 5,519 4,728
------- -------
$30,997 $27,198
======= =======
</TABLE>
NOTE C - EARNINGS PER SHARE
Effective October 1, 1997, the Company adopted SFAS No. 128, "Earnings Per
Share". Basic earnings per share were computed by dividing net income by the
weighted average number of shares outstanding during the period. The weighted
average number of shares outstanding during the third quarter and first nine
months of fiscal 1998 were 5,106,000 and 5,100,000, respectively, and during the
third quarter and first nine months of fiscal 1997 were 4,595,000 and 4,504,000,
respectively.
Diluted earnings per share were computed by dividing net income by the sum of
the weighted average number of shares and the number of equivalent shares
assumed outstanding under the Company's stock-based compensation plans as
follows:
5
<PAGE> 8
<TABLE>
<CAPTION>
(in thousands, except per share amounts) Third Quarter of
FY 1998 FY 1997
------- -------
<S> <C> <C>
Net Income $2,607 $1,861
Weighted average number of shares outstanding 5,106 4,595
Effect of options assumed exercised 227 257
------ ------
Total 5,333 4,852
Diluted earnings per share $ .49 $ .38
====== ======
</TABLE>
<TABLE>
<CAPTION>
First Nine Months of
FY 1998 FY 1997
------- -------
<S> <C> <C>
Net Income $7,407 $5,080
Weighted average number of shares outstanding 5,100 4,504
Effect of options assumed exercised 227 237
------ ------
Total 5,327 4,741
Diluted earnings per share $ 1.39 $ 1.07
====== ======
</TABLE>
NOTE D - ACQUISITION
Effective June 11, 1997, the Company acquired all of the outstanding common
stock of TIW Systems, Inc. headquartered in Santa Clara, California by purchase.
The following unaudited pro forma information presents the consolidated results
of operations as if the acquisition had occurred on October 1, 1996.
<TABLE>
<CAPTION>
(in thousands, except per share amounts) Nine Months Ended
June 27, 1997
-----------------
<S> <C>
Sales $ 86,512
Net Income 2,943
Basic earnings per share .59
Diluted earnings per share .56
</TABLE>
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Sales increased by 53 percent and 54 percent in the quarter and nine months
ended July 3, 1998, respectively, compared to the same periods one year earlier.
The increased sales volume is largely attributable to the acquisition of TIW
(i.e. TIW's operating results are included in fiscal 1997 from June 11, 1997
forward).
Research and development expenditures increased to $1.4 million for a 46 percent
increase over the prior year's third quarter and to $4.4 million for an 84
percent increase over the first nine months of fiscal 1997, mainly due to the
acquisition of TIW.
The total of general & administrative and marketing expenses incurred during
fiscal 1998's third quarter of $4.8 million, increased $1.7 million or 54
percent from the comparable period and were $13.5 million during the first nine
months of fiscal 1998 which was $4.9 million or 56 percent more than the same
period one year ago principally due to the acquisition of TIW. When expressed as
a percentage of sales, however, these expenses remained essentially constant.
Income from investments declined by $91,000 or 44 percent and $290,000 or 47
percent in the third quarter and first nine months of fiscal 1998, respectively,
compared to the same periods last year as the average cash balances available
for investment purposes in fiscal 1998 were significantly lower than fiscal
1997's cash balances.
The effective tax rate for fiscal 1998 is lower than the prescribed statutory
rates mainly due to tax incentives available from export shipments.
FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION
GENERAL
The Company's future operating results and financial condition may be affected
by various trends and factors including general economic conditions, technology
changes, product demand, product development, volume and mix of products sold,
size and timing of individual orders booked, competition, market acceptance,
availability of certain raw materials, rising costs for or unavailability of
selected components, domestic and foreign government regulations and spending,
or fluctuation in certain foreign currency exchange rates as related to the U.S.
dollar.
Due to the factors noted above, the Company's future earnings and stock price
may be subject to fluctuation, particularly on a quarterly basis. Past business
trends should not be used to anticipate future trends and historical performance
should not be considered as a reliable indicator of future performance.
7
<PAGE> 10
Additionally, any shortfall in revenue or earnings from levels anticipated by
securities analysts could have an immediate and significant adverse effect on
the trading price of the Company's common stock.
FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain matters discussed in this
quarterly report are forward-looking statements that involve risks and
uncertainties, including but not limited to, economic conditions, trends in the
telecommunications industry, product acceptance and demand, competitive products
and pricing, new product development, availability of competitive components and
other risks indicated in this filing and prior filings of the Company with the
Securities and Exchange Commission.
FINANCIAL CONDITION
Since September 30, 1997, operating activities generated $6.1 million of cash
mainly due to record high net income. During this period the Company invested
$1.9 million in property and equipment additions.
Financing activities consumed $.9 million during the first nine months of fiscal
1998 as the Company repaid the $.5 million bank note which was scheduled to
mature in November 2000.
Management believes that forecasted cash flows combined with the Company's
favorable financial condition and available credit lines, will be sufficient to
fund operations over the foreseeable future. The Company is not aware of any
demands which are likely to affect liquidity in an adverse manner.
8
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.1 Financial Data Schedule
July 3, 1998
27.2 Restated Financial Data Schedule
September 30, 1997
27.3 Restated Financial Data Schedule
June 27, 1997
27.4 Restated Financial Data Schedule
March 28, 1997
27.5 Restated Financial Data Schedule
December 27, 1996
27.6 Restated Financial Data Schedule
September 30, 1996
27.7 Restated Financial Data Schedule
June 28, 1996
27.8 Restated Financial Data Schedule
March 29, 1996
27.9 Restated Financial Data Schedule
December 29, 1995
(b) Form 8-K:
The Company filed no reports on Form 8-K and none were required to be
filed during the three months ended July 3, 1998.
9
<PAGE> 12
SIGNATURE
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.
VERTEX COMMUNICATIONS CORPORATION
(Registrant)
Date: August 5, 1998 /s/ James D. Carter
---------------------- -----------------------------------
James D. Carter
Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibits
27.1 Financial Data Schedule
July 3, 1998
27.2 Restated Financial Data Schedule
September 30, 1997
27.3 Restated Financial Data Schedule
June 27, 1997
27.4 Restated Financial Data Schedule
March 28, 1997
27.5 Restated Financial Data Schedule
December 27, 1996
27.6 Restated Financial Data Schedule
September 30, 1996
27.7 Restated Financial Data Schedule
June 28, 1996
27.8 Restated Financial Data Schedule
March 29, 1996
27.9 Restated Financial Data Schedule
December 29, 1995
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JULY 3, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> JUL-03-1998
<CASH> 8,739
<SECURITIES> 0
<RECEIVABLES> 39,856
<ALLOWANCES> 0
<INVENTORY> 30,997
<CURRENT-ASSETS> 80,468
<PP&E> 31,105
<DEPRECIATION> 15,622
<TOTAL-ASSETS> 109,561
<CURRENT-LIABILITIES> 26,854
<BONDS> 0
0
0
<COMMON> 524
<OTHER-SE> 80,734
<TOTAL-LIABILITY-AND-EQUITY> 109,561
<SALES> 97,882
<TOTAL-REVENUES> 97,882
<CGS> 69,783
<TOTAL-COSTS> 87,454
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 65
<INCOME-PRETAX> 10,687
<INCOME-TAX> 3,280
<INCOME-CONTINUING> 7,407
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,407
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.39
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,407
<SECURITIES> 0
<RECEIVABLES> 37,231
<ALLOWANCES> 1,254
<INVENTORY> 27,198
<CURRENT-ASSETS> 70,496
<PP&E> 29,231
<DEPRECIATION> 13,004
<TOTAL-ASSETS> 100,493
<CURRENT-LIABILITIES> 24,912
<BONDS> 0
0
0
<COMMON> 524
<OTHER-SE> 72,966
<TOTAL-LIABILITY-AND-EQUITY> 100,493
<SALES> 92,433
<TOTAL-REVENUES> 92,433
<CGS> 65,785
<TOTAL-COSTS> 82,602
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 167
<INCOME-PRETAX> 10,350
<INCOME-TAX> 3,175
<INCOME-CONTINUING> 7,175
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,175
<EPS-PRIMARY> 1.54
<EPS-DILUTED> 1.47<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 27, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-27-1997
<CASH> 1,847
<SECURITIES> 0
<RECEIVABLES> 41,199
<ALLOWANCES> 0
<INVENTORY> 24,160
<CURRENT-ASSETS> 67,206
<PP&E> 28,626
<DEPRECIATION> 12,304
<TOTAL-ASSETS> 97,515
<CURRENT-LIABILITIES> 23,578
<BONDS> 0
0
0
<COMMON> 524
<OTHER-SE> 70,923
<TOTAL-LIABILITY-AND-EQUITY> 97,515
<SALES> 63,382
<TOTAL-REVENUES> 63,382
<CGS> 45,431
<TOTAL-COSTS> 56,521
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 85
<INCOME-PRETAX> 7,390
<INCOME-TAX> 2,310
<INCOME-CONTINUING> 5,080
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,080
<EPS-PRIMARY> 1.13
<EPS-DILUTED> 1.07<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 28, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-28-1997
<CASH> 18,388
<SECURITIES> 0
<RECEIVABLES> 20,352
<ALLOWANCES> 0
<INVENTORY> 16,326
<CURRENT-ASSETS> 55,066
<PP&E> 25,423
<DEPRECIATION> 11,686
<TOTAL-ASSETS> 73,838
<CURRENT-LIABILITIES> 13,144
<BONDS> 0
0
0
<COMMON> 466
<OTHER-SE> 58,524
<TOTAL-LIABILITY-AND-EQUITY> 73,838
<SALES> 40,116
<TOTAL-REVENUES> 40,116
<CGS> 28,791
<TOTAL-COSTS> 35,807
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49
<INCOME-PRETAX> 4,666
<INCOME-TAX> 1,447
<INCOME-CONTINUING> 3,219
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,219
<EPS-PRIMARY> .72
<EPS-DILUTED> .69<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 27, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-27-1996
<CASH> 19,246
<SECURITIES> 0
<RECEIVABLES> 19,640
<ALLOWANCES> 0
<INVENTORY> 15,783
<CURRENT-ASSETS> 54,669
<PP&E> 24,021
<DEPRECIATION> 11,162
<TOTAL-ASSETS> 72,719
<CURRENT-LIABILITIES> 13,523
<BONDS> 0
0
0
<COMMON> 466
<OTHER-SE> 56,538
<TOTAL-LIABILITY-AND-EQUITY> 72,719
<SALES> 19,680
<TOTAL-REVENUES> 19,680
<CGS> 14,289
<TOTAL-COSTS> 17,682
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20
<INCOME-PRETAX> 2,186
<INCOME-TAX> 661
<INCOME-CONTINUING> 1,525
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,525
<EPS-PRIMARY> .34
<EPS-DILUTED> .33<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 17,396
<SECURITIES> 0
<RECEIVABLES> 21,404
<ALLOWANCES> 268
<INVENTORY> 15,626
<CURRENT-ASSETS> 54,158
<PP&E> 22,947
<DEPRECIATION> 10,520
<TOTAL-ASSETS> 71,974
<CURRENT-LIABILITIES> 14,674
<BONDS> 0
0
0
<COMMON> 466
<OTHER-SE> 55,008
<TOTAL-LIABILITY-AND-EQUITY> 71,974
<SALES> 77,525
<TOTAL-REVENUES> 77,525
<CGS> 56,911
<TOTAL-COSTS> 69,491
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 115
<INCOME-PRETAX> 8,551
<INCOME-TAX> 2,451
<INCOME-CONTINUING> 6,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,100
<EPS-PRIMARY> 1.38
<EPS-DILUTED> 1.32<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JUNE 28, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-28-1996
<CASH> 12,892
<SECURITIES> 0
<RECEIVABLES> 20,623
<ALLOWANCES> 0
<INVENTORY> 15,379
<CURRENT-ASSETS> 48,894
<PP&E> 22,908
<DEPRECIATION> 9,960
<TOTAL-ASSETS> 67,347
<CURRENT-LIABILITIES> 12,076
<BONDS> 0
0
0
<COMMON> 466
<OTHER-SE> 53,167
<TOTAL-LIABILITY-AND-EQUITY> 67,347
<SALES> 57,306
<TOTAL-REVENUES> 57,306
<CGS> 41,898
<TOTAL-COSTS> 51,475
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 78
<INCOME-PRETAX> 6,247
<INCOME-TAX> 1,810
<INCOME-CONTINUING> 4,437
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,437
<EPS-PRIMARY> .99
<EPS-DILUTED> .96<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 29, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-29-1996
<CASH> 11,000
<SECURITIES> 0
<RECEIVABLES> 17,001
<ALLOWANCES> 0
<INVENTORY> 18,549
<CURRENT-ASSETS> 46,550
<PP&E> 22,569
<DEPRECIATION> 9,401
<TOTAL-ASSETS> 65,419
<CURRENT-LIABILITIES> 11,370
<BONDS> 0
0
0
<COMMON> 466
<OTHER-SE> 51,945
<TOTAL-LIABILITY-AND-EQUITY> 65,419
<SALES> 38,197
<TOTAL-REVENUES> 38,197
<CGS> 27,901
<TOTAL-COSTS> 34,402
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52
<INCOME-PRETAX> 4,077
<INCOME-TAX> 1,224
<INCOME-CONTINUING> 2,853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,853
<EPS-PRIMARY> .65
<EPS-DILUTED> .62<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED DECEMBER 29, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-29-1995
<CASH> 11,848
<SECURITIES> 0
<RECEIVABLES> 17,746
<ALLOWANCES> 0
<INVENTORY> 16,602
<CURRENT-ASSETS> 46,196
<PP&E> 21,475
<DEPRECIATION> 8,891
<TOTAL-ASSETS> 64,677
<CURRENT-LIABILITIES> 12,109
<BONDS> 0
0
0
<COMMON> 466
<OTHER-SE> 50,464
<TOTAL-LIABILITY-AND-EQUITY> 64,677
<SALES> 18,964
<TOTAL-REVENUES> 18,964
<CGS> 13,983
<TOTAL-COSTS> 17,079
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26
<INCOME-PRETAX> 1,993
<INCOME-TAX> 600
<INCOME-CONTINUING> 1,393
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,393
<EPS-PRIMARY> .32
<EPS-DILUTED> .30<F1>
<FN>
<F1>ALL EARNINGS PER SHARE AMOUNTS HAVE BEEN RESTATED TO REFLECT THE ADOPTION OF
SFAS NO. 128 "EARNINGS PER SHARE".
</FN>
</TABLE>
