<PAGE> 1
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 the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-23354
FLEXTRONICS INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Singapore Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Blk 514, Chai Chee Lane
#04-13
Singapore 469029
(Address of principal executive offices) (Zip Code)
(65) 449 5255
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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.
Outstanding at
Ordinary Shares September 30, 1996
- --------------- ------------------
S$0.01 par value 13,324,759
<PAGE> 2
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - September 30, 1996 and
March 31, 1996............................................. 3
Condensed Consolidated Statements of Income - Three months
ended September 30, 1996 and 1995.......................... 4
Condensed Consolidated Statements of Income - Six months
ended September 30, 1996 and 1995.......................... 5
Condensed Consolidated Statements of Cash Flow - Six months
ended September 30, 1996 and 1995.......................... 6
Notes to Condensed Consolidated Financial Statements.......... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............. 8-11
PART II. OTHER INFORMATION
Items 1, 2 and 3.......................................................... 12
Item 4 : Submission of Matters to a Vote of Security Holders.............. 12
Item 5 ........................................................... 13
Item 6 ........................................................... 13
Signatures ........................................................... 14
2.
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1996 1996*
------------------- ----------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ASSETS
<S> <C> <C>
Current assets
Cash $ 14,228 $ 6,546
Accounts receivable, net 72,216 78,114
Inventories - Note B 49,955 52,637
Other current assets 4,783 4,087
------------------- -------------------
Total current assets 141,182 141,384
------------------- -------------------
Property and equipment
At cost 104,859 98,998
Accumulated depreciation (36,158) (37,896)
------------------- -------------------
Net property and equipment 68,701 61,102
------------------- -------------------
Other non-current assets 10,008 12,102
------------------- -------------------
TOTAL ASSETS $ 219,891 $ 214,588
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank borrowings $ 17,989 $ 14,379
Current portion of capital lease and long-term debt 20,565 20,934
Accounts payable 52,817 64,625
Other current liabilities 17,445 13,770
------------------- -------------------
Total current liabilities 108,816 113,708
------------------- -------------------
Long-term debt, less current portion 17,685 17,554
Obligations under capital leases and deferred income taxes 10,380 11,376
Notes payable to shareholders 380 686
Minority Interest 485 485
Shareholders' equity
Ordinary shares, S$0.01 par value:
Authorized - 100,000,000 shares at March 31, 1996
and September 30, 1996
Issued and outstanding - 13,213,289 shares at March 31,
1996 and 13,324,759 shares at September 30, 1996 86 85
Additional paid-in capital 94,283 93,634
Accumulated deficit (12,224) (22,940)
------------------ ------------------
Total shareholders' equity 82,145 70,779
------------------- -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 219,891 $ 214,588
=================== ===================
</TABLE>
* The balance sheet at March 31, 1996 has been derived from audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
3.
<PAGE> 4
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------------- -------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Net sales $ 122,470 $ 104,816
Costs and expenses:
Cost of sales 108,207 94,558
Selling, general and administrative expenses 6,568 4,861
Goodwill & intangibles amortisation 288 264
Interest expense and other, net 947 289
------------------ ------------------
116,010 99,972
Income before income taxes 6,460 4,844
Provision for income taxes 946 906
------------------ ------------------
Net income after income taxes 5,514 3,938
================== ==================
Earnings per share:
Net income per share $ 0.39 $ 0.30
================== ==================
Weighted average ordinary
shares and equivalents 14,320 13,343
================== ==================
</TABLE>
See notes to condensed consolidated financial statements.
4.
<PAGE> 5
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Net sales $ 240,739 $ 190,830
Costs and expenses:
Cost of sales 214,350 173,465
Selling, general and administrative expenses 12,179 8,266
Goodwill & intangibles amortisation 575 519
Interest expense and other, net 1,372 769
------------------ ------------------
228,476 183,019
Income before income taxes 12,263 7,811
Provision for income taxes 1,795 1,188
------------------ ------------------
Net income after income taxes 10,468 6,623
================== ==================
Earnings per share:
Net income per share $ 0.73 $ 0.51
================== ==================
Weighted average ordinary
shares and equivalents 14,305 12,907
================== ==================
</TABLE>
See notes to condensed consolidated financial statements.
5.
<PAGE> 6
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
1996 1995
------------------- -----------------
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by (used for) operating activities $ 17,880 $ (15,235)
Investing activities:
Purchase of property and equipment (12,511) (12,578)
Proceeds from sale of property and equipment 70 59
Payment for business acquired, net of cash acquired 0 (3,116)
------------------- ------------------
Net cash used for investing activities (12,441) (15,635)
=================== ==================
Financing activities:
Borrowing from banks 3,553 6,678
Source (repayment) of capital lease obligations (2,518) 456
Source (repyament) of long-term debt (517) (211)
Repayment of loan from related party 1,381 0
Net proceeds from issuance of share capital 650 23,890
Payment of secondary public offering expenses and 0 (797)
nCHIP financing expenses
Repayment of notes payable (306) (19)
------------------ ------------------
Net cash provided by financing activities 2,243 29,997
================== ==================
Net increase in cash 7,682 (873)
Cash, beginning of period 6,546 4,751
------------------- ------------------
Cash, end of period $ 14,228 $ 3,878
=================== ==================
</TABLE>
See notes to condensed consolidated financial statements.
6.
<PAGE> 7
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited 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 adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended September 30,
1996 are not necessarily indicative of the results that may be expected for the
year ended March 31, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in Flextronics International
Ltd.'s annual report on Form 10-K for the year ended March 31, 1996.
NOTE B - INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
September 30 March 31
1996 1996
---- ----
(In thousands)
<S> <C> <C>
Raw materials $ 42,403 $ 42,202
Work-in-process 11,394 14,049
Finished goods 1,551 962
-------- --------
$ 55,348 $ 57,213
Less: Allowance for obsolescence (5,393) (4,576)
-------- --------
$ 49,955 $ 52,637
======== ========
</TABLE>
NOTE C - ACQUISITION
The Company has announced an agreement to acquire Fine Line Printed Circuit
Design, Inc. ("FLPCD"), a circuit board layout and prototype operations in San
Jose, California. The Company will issue to FLPCD shareholders for value at
approximately US$5.7 million Ordinary Shares of the Company. The Company
anticipates the combination of FLPCD capabilities with the Company's other
design and prototype capabilities at nCHIP, Westford, Massachussetts and
Singapore.
7.
<PAGE> 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains projections and other
forward-looking statements regarding future events and the future financial
performance of the Company that involve a number of risks and uncertainties.
While this outlook represents the Company's current judgment on the future
direction of the business, such risks and uncertainties could cause actual
events or results to differ materially from any future performance suggested
herein. Certain of the factors that could cause actual events or results to
differ are highlighted herein. We also refer you to the documents the Company
files from time to time with the Securities and Exchange Commission,
specifically the Company's Annual Report on Form 10-K filed in June 1996 and
fiscal year 1997 Form 10-Qs. This document, as well as the Company's Form 10-K,
Form 10-Qs and any Form 8-Ks contain and identify important factors that could
cause the Company's actual results to differ materially from those contained in
this report on Form 10-Q. The Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking statements which
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
NET SALES
Net sales for the three months ended September 30, 1996
increased 16.8% to $122.5 million from $104.8 million for the three months ended
September 30, 1995. Net sales for the six months ended September 30, 1996
increased 26.2% to $240.7 million from $190.8 million for the six months ended
September 30, 1995. The increase for the six months was primarily due to sales
to new customers in the computer and communications industries such as
Microsoft, US Robotics and Advanced Fiber Communications and the inclusion of
sales of Astron Group Limited ("Astron") after its acquisition in February 1996.
GROSS PROFIT
Gross profit is affected by, among other things, product mix,
component costs, product life cycles, unit volumes, startup of new manufacturing
facilities, expansion of existing manufacturing facilities and new product
introductions. Gross profit margin increased to 11.6% for the three months ended
September 30, 1996 as compared to 9.8% for the three months ended September 30,
1995. The gross margin increased to 11.0% for the six months ended September 30,
1996 as compared to 9.1% for the six months ended September 30, 1995. The
increase in gross profit margin for the second quarter and six months ended
September 30,1996 was mainly due to higher sales during this period resulting in
better labor and overhead expense absorption and the inclusion of Astron's
printed circuit board business which has historically had a higher gross profit
margin due to lower materials costs than the Company's.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses for the three
months ended September 30, 1996 increased to $6.6 million from $4.9 million for
the three months ended September 30, 1995 and increased as a percentage of net
sales to 5.4% for the three months ended September 30, 1996 from 4.6% for the
three months ended September 30, 1995. For the six months ended September 30,
1996 selling, general and administrative expenses increased to $12.2 million
from $8.3 million in the six months ended September 30, 1995 and increased as a
percentage of net sales from 4.3% to 5.1%. The increase was principally due to
the inclusion of Astron's selling and general administrative expenses after its
acquisition in February 1996, costs associated with increased corporate salaries
and bonuses and increased sales and marketing expenses.
8.
<PAGE> 9
INTEREST EXPENSE AND OTHER, NET
Interest expense and other, net increased to $947,000 for the
three months ended September 30, 1996 from $289,000 for the three months ended
September 30, 1995. Interest expense and other, net increased to $1,372,000 for
the six months ended September 30, 1996 from $769,000 for the six months ended
September 30, 1995. Interest expense and other, net increased mainly due to
indebtedness incurred in order to finance the Astron acquisition.
PROVISION FOR INCOME TAXES
The Company is structured as a holding company with several
operating subsidiaries. The Company conducts its operations in Asia through its
manufacturing and marketing subsidiaries incorporated in Singapore, Malaysia,
Hong Kong and China, and each of these subsidiaries is subject to taxation in
the country in which it has been formed. The Company's manufacturing
subsidiaries have been granted certain tax relief in each of these countries,
resulting in lower taxes than would otherwise be the case under ordinary tax
rates.
The Company's consolidated effective tax rate for any given period is
calculated by dividing the aggregate taxes incurred by each of the operating
subsidiaries and the holding company by the Company's consolidated pretax
income. Losses incurred by any subsidiary or by the holding company are not
deductible by the other entities in the calculation of their respective local
taxes.
The Company's consolidated effective tax rate was 14.6% for
the three months ended September 30, 1996 and 14.6% for the six months ended
September 30, 1996. Variations in the Company's consolidated effective tax rates
are primarily attributable to the differences in the relative amount of the
holding company's interest expense compared to the amount of pretax income in
the respective periods.
The Company's Singapore subsidiary was granted an investment
allowance incentive in respect of approved fixed capital expenditures subject to
certain conditions. These allowances have been fully utilized to reduce its
taxable income since fiscal 1991. If the Singapore subsidiary sells, leases or
disposes of assets in respect of which investment allowances have been granted
before July 31, 1997 the amount of income previously exempted from Singapore tax
will then become taxable at the standard corporate tax rate of 26%. The
Company's Malaysian manufacturing subsidiary has obtained a five-year pioneer
certificate from the relevant authority which provides a tax exemption on
manufacturing income from certain products in Johore, Malaysia. To date, this
incentive has had a limited impact on the Company due to the relatively short
history of its Malaysian operations and its tax allowances and losses carry
forward. The Company's facility in Shekou, China is located in a "Special
Economic Zone" and is an approved "Product Export Enterprise" which qualifies
for a special corporate income tax rate of 10%. This special tax rate is subject
to the Company exporting more than 70% of its total value of products
manufactured in China, and the Company's status as a Product Export Enterprise
is reviewed annually by the Chinese government authorities. The Company's
investments in its plants in Xixiang and Doumen, China fall under the "Foreign
Investment Scheme" which entitles the Company to apply for a five year tax
incentive. The Company has obtained the incentive for the Doumen plant in
December 1995 and the Xixiang plant in October 1996. With the approval, the
Company's tax rates on income from these facilities during the incentive period
will be 0% in years 1 and 2 and 7 1/2 % in years 3 through 5, commencing in the
first profitable year. In fiscal 1993, the Company transferred its offshore
marketing and distribution functions to a newly formed marketing subsidiary
located in Labuan, Malaysia, where the tax rate is de minimis. In February 1996,
the Company transferred Astron's sales and marketing business to a newly formed
subsidiary in Mauritius, where the tax rate is at 0%.
The Company has structured its operations in Asia in a manner
designed to maximize income in countries where tax incentives have been extended
to encourage foreign investment or where income tax rates are low. If tax
incentives are not renewed upon expiration, if the tax rates applicable to the
Company are rescinded or changed, or if tax authorities were to challenge
successfully the manner in which profits are recognized among the Company's
subsidiaries, the Company's taxes would increase and its results of operations
and cash flow would be
9.
<PAGE> 10
adversely affected. Substantially all of the products manufactured by the
Company's Asian subsidiaries are sold to U.S. based customers. While the Company
believes that profits from its Asian operations are not sufficiently connected
to the U.S. to give rise to U.S. federal or state income taxation, there can be
no assurance that U.S. tax authorities will not challenge the Company's position
or, if such challenge is made, that the Company will prevail in any such
disagreement. If the Company's Asian profits became subject to U.S. income
taxes, the Company's taxes could increase and its results of operations and cash
flow could be adversely affected. The expansion by the Company of its operations
in the U.S. may increase its effective tax rate.
There are no Singapore exchange controls or other restrictions
on the export or import of capital. The remittance of dividends or other
payments by the Company to non-resident shareholders is therefore not subject to
any restriction. Singapore does not currently have a double tax treaty with the
United States of America. However, under the current Singapore tax rules, there
is no Singapore withholding tax on payments of dividends or other distributions
by the Company to its non-resident shareholders.
VARIABILITY OF RESULTS
The Company has experienced, and expects to continue to
experience, significant periodic and quarterly fluctuations in the Company's
results of operations. These factors include, among other things, timing of
orders, volume of orders relative to the Company's capacity, customers'
announcement and introduction of new products or new generations of products,
evolutions in the life cycles of customers' products, timing of expenditures in
anticipation of future orders, effectiveness in managing manufacturing
processes, changes in cost and availability of labor and components, mix of
orders filled, and changes or anticipated changes in economic conditions. In
addition, the Company's operating results are adversely affected by seasonality
(principally in Malaysia and China during each fourth fiscal quarter due to
local holiday seasons). The market segments served by the Company are also
subject to economic cycles and have in the past experienced, and are likely in
the future to experience, recessionary periods. A recessionary period affecting
the industry segments served by the Company could have a material adverse effect
on the Company's results of operations. Results of operations in any period
should not be considered indicative of the results to be expected for any future
period, and fluctuations in operating results may also result in fluctuations in
the price of the Company's Ordinary Shares. In future periods the Company's
revenue or results of operations may be below the expectations of public market
analysts and investors. In such event, the price of the Company's Ordinary
Shares would likely be materially adversely affected.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations from the proceeds of
public offerings of equity securities, cash generated from operations, bank debt
and lease financing of capital equipment. The Company has a total of $50 million
in credit facilities from several banks.
Cash provided by operating activities was $17.9 million for
the six months ended September 30, 1996. Cash used for operating activities was
$15.2 million for the six months ended September 30, 1995. Cash provided by
operating activities for the six months ended September 30, 1996 was comprised
primarily of net income, depreciation, and decrease in accounts receivable. Cash
used for operating activities in the prior period was primarily due to increase
in inventory and decrease in accounts payable.
Accounts receivable, net of allowance for doubtful accounts
decreased to $72.2 million at September 30, 1996 from $78.1 million at March 31,
1996. The decrease in accounts receivable was mainly due to better collection of
accounts receivable during the quarter ending September 30,1996. Inventories
decreased to $50.0 million at September 30, 1996 from $52.6 million at March 31,
1996.
Net cash used for investing activities during the six months
ended September 30, 1996 was $12.4 million which consisted primarily of
expenditures for the construction in progress in the new campus in Doumen,
China, machinery and equipment in the San Jose, California and Xixiang, China
facilities and for the purchases of
10.
<PAGE> 11
land in Mexico and San Jose, California.
Net cash provided by financing activities was $2.2 million for
the six months ended September 30, 1996 and $30.0 million for the six months
ended September 30, 1995. Cash provided by financing activities consisted
primarily of borrowings from banks ,net proceeds from the issuance of share
capital and repayment of loan received from the related party of Astron.
Bank borrowings increased from $14.4 million at March 31, 1996
to $18.0 million at September 30, 1996 as the Company has utilized its bank
lines to help finance the growth of its business. The Company ended the
September 1996 quarter with cash of $14.2 million.
11.
<PAGE> 12
PART II - OTHER INFORMATION
Items 1 through 3. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual General meeting of shareholders on
August 15, 1996, at which the following matters were acted upon:
Matter Voted Upon Votes Cast
Reelection as directors of:
(a) Robert R.B. Dykes For: 9,080,368
Authority withheld
from the director: 23,057
(b) Michael E. Marks For: 9,081,768
Authority withheld
from the director: 21,657
(c) Andrew W. Russell For: 9,081,368
Authority withheld
from the director: 22,057
(d) Stephen J.L. Rees For: 9,029,265
Against: 54,555
Abstain: 19,605
Bernard J. Lacroute, Tsui Sung Lam, Michael Moritz and Richard L. Sharp
continued their terms of office as directors after the Annual General meeting of
shareholders.
Adoption of audited accounts of the For: 9,094,160
Company for the fiscal year ended March Against: 1,382
31, 1996 together with the reports Abstain: 7,883
thereon.
Reappointment of Ernst & Young LLP as the For: 9,093,017
Company's independent auditors for the Against: 5,819
fiscal year ending March 31, 1996. Abstain: 4,589
Amendment to the Company's 1993 Share For: 8,282,079
Option Plan relating to the increase in Against: 690,531
the maximum number of the Company's Abstain: 79,454
shares authorized for issuance. Broker non-votes: 51,361
Authorization of the Company's directors For: 6,161,357
to allot and issue or grant options in Against: 1,165,938
respect of the Company's shares or allot Abstain: 83,079
and issue such shares pursuant to the Broker non-votes: 1,693,051
exercise of options granted.
Item 5. Not applicable.
12.
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: (11.1) Statement re: computation of earnings per
share.
(11.2) Statement re: computation of earnings per
share.
(27.1) Financial Data Schedule
(b) Reports on Form 8-K : The Company did not file any reports on Form 8-K
during the three months ended September 30, 1996.
13.
<PAGE> 14
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 thereto duly authorized.
FLEXTRONICS INTERNATIONAL LTD.
(Registrant)
Date November 14, 1996 /s/ Michael E. Marks
-----------------------------------------
Michael E. Marks, Chief Executive Officer
Date November 14, 1996 /s/ Goh Chan Peng
-----------------------------------------
Goh Chan Peng, Chief Financial Officer
14.
<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Document Description
11.1 Statement re : computation of earnings per share
11.2 Statement re : computation of earnings per share
27.1 Financial Data Schedule
15.
<PAGE> 1
EXHIBIT 11.1
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
----------------------
1996 1995
------- -------
(In thousands, except per share amounts)
<S> <C> <C>
Shares issued and outstanding(1) 13,314 12,454
Common Stock Equivalent
Stock Options(2) 1,006 889
------- -------
14,320 13,343
======= =======
Net income $ 5,514 $ 3,938
======= =======
Earnings per share:
Net income $ 0.39 $ 0.30
======= =======
</TABLE>
(1) Shares issued and outstanding - based on the weighted average method.
(2) Stock options - based on the treasury stock method using average market
price.
<PAGE> 1
EXHIBIT 11.2
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
-----------------------
1996 1995
------- -------
(In thousands, except per share amounts)
<S> <C> <C>
Shares issued and outstanding(1) 13,293 12,089
Common Stock Equivalent
Stock Options(2) 1,012 818
------- -------
14,305 12,907
======= =======
Net income $10,468 $ 6,623
======= =======
Earnings per share: ------- -------
Net income $ 0.73 $ 0.51
======= =======
</TABLE>
(1) Shares issued and outstanding - based on the weighted average method.
(2) Stock options - based on the treasury stock method using average market
price.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 14,228
<SECURITIES> 0
<RECEIVABLES> 75,928
<ALLOWANCES> 3,712
<INVENTORY> 49,955
<CURRENT-ASSETS> 4,783
<PP&E> 104,859
<DEPRECIATION> 36,158
<TOTAL-ASSETS> 219,891
<CURRENT-LIABILITIES> 108,816
<BONDS> 27,189
0
0
<COMMON> 94,369
<OTHER-SE> (12,224)
<TOTAL-LIABILITY-AND-EQUITY> 219,891
<SALES> 122,470
<TOTAL-REVENUES> 122,470
<CGS> 108,207
<TOTAL-COSTS> 108,207
<OTHER-EXPENSES> 6,856
<LOSS-PROVISION> 608
<INTEREST-EXPENSE> 947
<INCOME-PRETAX> 6,460
<INCOME-TAX> 946
<INCOME-CONTINUING> 5,514
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,514
<EPS-PRIMARY> 0
<EPS-DILUTED> .39
</TABLE>
