<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period Commission File
ended March 30, 1996 Number 0-20001
NATIONAL VISION ASSOCIATES, LTD.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1910859
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
296 GRAYSON HIGHWAY 30245
LAWRENCEVILLE, GEORGIA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (770) 822-3600
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
----- -----
The number of shares of Common Stock of the registrant outstanding as
of April 17, 1996 was 20,610,018.
The Exhibit Index is located at page 11.
- - --------------------------------------------------------------------------------
Page 1 of 12
<PAGE> 2
NATIONAL VISION ASSOCIATES, LTD.
FORM 10-Q INDEX
<TABLE>
<CAPTION>
PAGE OF
FORM 10-Q
---------
PART I - FINANCIAL INFORMATION
- - ------------------------------
ITEM 1. FINANCIAL STATEMENTS
<S> <C>
Condensed Consolidated Balance Sheets -
December 30, 1995 and March 30, 1996 3
Condensed Consolidated Statements of Operations -
Three Months Ended April 1, 1995 and March 30, 1996 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended April 1, 1995 and March 30, 1996 5
Notes to Condensed Consolidated Financial Statements - 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II - OTHER INFORMATION
- - ---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
</TABLE>
Page 2 of 12
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 30, 1995 AND MARCH 30, 1996
(000'S EXCEPT SHARE INFORMATION)
<TABLE>
<CAPTION>
DECEMBER 30, MARCH 30,
1995 1996
------------ -----------
(unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,307 $ 3,709
Accounts receivable (net of allowance: 1995-$339; 1996-$408) 2,674 3,563
Receivable from sale of French operations 3,774
Inventories 21,376 21,732
Store preopening costs (net of accumulated amortization: 1995-$755; 1996-$734) 880 623
Assets held for sale 445
Other current assets 1,011 1,738
-------- --------
Total current assets 31,467 31,365
-------- --------
PROPERTY AND EQUIPMENT:
Equipment 37,038 37,281
Furniture and fixtures 16,283 16,607
Leasehold improvements 12,615 12,743
Construction in progress 2,266 2,038
-------- --------
68,202 68,669
Less accumulated depreciation (19,155) (20,866)
-------- --------
Net property and equipment 49,047 47,803
-------- --------
ORGANIZATION COSTS (net of accumulated amortization: 1995-$529; 1996-$560) 182 170
-------- --------
OTHER ASSETS AND DEFERRED COSTS (net of accumulated amortization:
1995-$190; 1996-$201) 654 1,175
-------- --------
$ 81,350 $ 80,513
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,537 $ 8,285
Accrued expenses and other current liabilities 8,007 9,564
Current portion of capital lease obligations 158 100
Current portion of capital lease obligations due to related parties 322 218
-------- --------
Total current liabilities 17,024 18,167
-------- --------
LONG-TERM DEBT 38,000 35,000
-------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $1 par value; 5,000,000 shares authorized, none issued -- --
Common stock, $.01 par value; 100,000,000 shares authorized,
20,586,505 and 20,609,617 shares issued and outstanding as
of December 30, 1995 and March 30, 1996, respectively 206 206
Additional paid-in capital 42,147 42,156
Retained deficit (11,873) (10,882)
Cumulative foreign currency exchange rate translation (4,154) (4,134)
-------- --------
Total shareholders' equity 26,326 27,346
-------- --------
$ 81,350 $ 80,513
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 3 of 12
<PAGE> 4
NATIONAL VISION ASSOCIATES, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S EXCEPT PER SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
April 1, March 30,
1995 1996
--------- ----------
<S> <C> <C>
NET SALES $37,168 $40,133
COST OF GOODS SOLD 16,714 18,724
------ ------
GROSS PROFIT 20,454 21,409
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 18,734 19,386
------ ------
OPERATING INCOME 1,720 2,023
OTHER EXPENSE, NET 551 659
------- -------
INCOME BEFORE PROVISION FOR
INCOME TAXES 1,169 1,364
PROVISION FOR INCOME TAXES 332 373
------ -------
NET INCOME $ 837 $ 991
======= =======
NET INCOME PER COMMON SHARE $ .04 $ .05
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 4 of 12
<PAGE> 5
NATIONAL VISION ASSOCIATES, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000'S)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
APRIL 1, MARCH 30,
1995 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 837 $ 991
------ ------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,306 2,531
Changes in assets and liabilities:
Accounts receivable (1,095) 2,826
Inventories (232) (355)
Store preopening costs (261) (111)
Other current assets 255 (727)
Assets held for sale 124 8
Provision for deferred taxes 280
Accounts payable, accrued expenses and other current liabilities 1,597 1,025
------ ------
Total adjustments 2,694 5,477
------ ------
Net cash provided by operating activities 3,531 6,468
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (3,884) (834)
Organization costs (40) (19)
Change in other assets (319) (80)
------ ------
Net cash used in investing activities (4,243) (933)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayment) on long-term debt 2,000 (3,000)
Net proceeds from issuance of common stock 4 9
Net payment on capital leases (167) (162)
------ ------
Net cash provided by (used for) financing activities 1,837 (3,153)
------ ------
Effect of foreign currency exchange rate changes (800) 20
------ ------
NET INCREASE IN CASH 325 2,402
CASH AND CASH EQUIVALENTS, beginning of period 2,400 1,307
------ ------
CASH AND CASH EQUIVALENTS, end of period $2,725 $3,709
====== ======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Page 5 of 12
<PAGE> 6
NATIONAL VISION ASSOCIATES, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 30, 1996
(UNAUDITED)
(1) BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared by National Vision Associates, Ltd. (the "Company") pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although
management believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these interim condensed
consolidated financial statements be read in conjunction with the Company's
most recent audited consolidated financial statements and notes thereto. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the financial position,
results of operations, and cash flows for the interim periods presented have
been made. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the year ending
December 28, 1996. Certain amounts in the April 1, 1995 condensed consolidated
financial statements have been reclassified to conform to the March 30, 1996
presentation.
Effective as of January 1, 1995, the Company changed its year end to a 52/53
week retail calendar with the fiscal year ending on the Saturday closest to
December 31. Pursuant to such calendar, financial information for 1995 and
1996 is presented for the 13-week period ended April 1 and March 30,
respectively. Due to various statutory and other considerations, international
operations were not changed to this 52/53 week calendar. To allow for more
timely consolidation and reporting, international operations are reported using
a fiscal year ended November 30. The net effect of these changes are not
material to the condensed consolidated financial statements.
(2) RELATED-PARTY TRANSACTIONS
During the three months ended April 1, 1995 and March 30, 1996, the Company
made lease payments of approximately $114,000 to a lease finance company which
is owned by a shareholder/director of the Company. The Company made payments
of approximately $183,000 and $6,500 during the three months ended April 1,
1995 and March 30, 1996, respectively, for insurance purchased through an
agency in which a director of the Company has a substantial ownership interest.
During the three months ended April 1, 1995 and March 30, 1996, the Company
made payments of approximately $811,000 and $73,000, respectively, to a fixture
company which has made certain installment payments to the spouse of the
Company's Vice Chairman, pursuant to an agreement entered into in 1992.
Page 6 of 12
<PAGE> 7
(3) NET INCOME PER COMMON SHARE
Net income per common share is computed based on the weighted average number
of common stock and common stock equivalent shares outstanding during the
period. Options granted to purchase common stock have been included in the
calculation of the shares used in computing per share information as if they
were outstanding as of the date of grant, using the treasury stock method. The
weighted average number of common shares outstanding used in the calculation is
as follows (000's):
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
April 1, March 30,
1995 1996
---- ----
<S> <C> <C>
Pro forma weighted average number of
shares outstanding 20,637 20,642
====== ======
</TABLE>
Page 7 of 12
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company's results of operations in any period are significantly affected
by the number and mix of vision centers opened and operating during such
period. At March 30, 1996, the Company operated 322 vision centers, versus 310
vision centers at April 1, 1995. Due to the disposition of poor performing
international and domestic operations, the mix of the Company's store count has
changed dramatically. At the close of the first quarter, 1996, the Company
operated 16 vision centers outside of the United States, representing 5% of its
vision center base, whereas the Company operated 31 such vision centers, or 10%
of its vision center base, at the close of the first quarter, 1995. (See note
1 to Condensed Consolidated Financial Statements.) In addition, at March 30,
1996, the Company operated no vision centers in Venture stores, but operated 21
such vision centers at April 1, 1995.
Three Months Ended March 30, 1996 (the "Current Period") Compared to Three
Months Ended April 1, 1995 (the "Prior Period")
CONSOLIDATED RESULTS
Net Sales. Net sales during the Current Period increased to $40.1 million
from $37.2 million for the Prior Period due in part to the increase in the
number of operating vision centers from 310 as of April 1, 1995 to 322 as of
March 30, 1996. Average weekly net sales per domestic vision center decreased
from $9,900 in the Prior Period to $9,700 in the Current Period. The decline
was due primarily to a reduction in average sales for stores open less than one
year and a reduction in sales of 0.5% for stores open more than one year.
Adverse weather in the early part of the Current Period negatively affected
sales.
Gross Profit. For the Current Period, gross profit increased to $21.4
million from $20.5 million in the Prior Period. This increase was primarily
due to the increased net sales described above. Gross profit as a percent of
sales is lower in the Current Period due primarily to an increase in license
fees.
Selling, General, and Administrative Expenses ("SG&A expense"). SG&A
expense (which includes both store operating expenses and home office overhead)
increased to $19.4 million in the Current Period from $18.7 million for the
Prior Period, reflecting operating expenses of the additional vision centers.
As a percentage of net sales, SG&A expense was 48.3% in the Current Period,
compared to 50.4% for the Prior Period. The percentage decrease was
attributable to improved efficiencies at store level as well as improvements in
the operation of the domestic and international administrative offices.
Page 8 of 12
<PAGE> 9
Other Expense. The increase in other expense to $659,000, compared to
$551,000 in the Prior Period, is due to higher interest costs. The increase in
interest costs results from an increase in average borrowings by the Company
under its credit facility to help fund stores opened during the twelve months
ended March 30, 1996, partially offset by a decrease in the average rate
charged on the Company's line of credit.
Provision for Income Taxes. The effective income tax rate in the Current
Period is comparable to the Prior Period. Given the successful completion of
the sale of the unprofitable Venture domestic operations in the first quarter
of 1996, the Company has reassessed the realizability of domestic net operating
loss carryforwards and accordingly reduced the valuation allowance in the first
quarter. The Company expects to further reduce the allowance through 1996 if
domestic earnings continue to improve.
Net Income. Net income was $991,000, or $0.05 per share, as compared to net
income of $837,000, or $0.04 per share, in the Prior Period.
INTERNATIONAL RESULTS
Net Sales. Net sales from international operations decreased to $1.3
million in the three month period ended February 29, 1996 from $2.3 million in
the comparable period a year ago. The sales decrease is primarily attributable
to a reduction from 31 vision centers operating abroad at February 28, 1995 to
16 such vision centers at February 29, 1996. Average weekly net sales per
vision center decreased from $4,800 to $3,700, primarily because of the sale of
the French operation, the sales from which increased the 1995 average weekly
net sales amount.
Gross Profit. Gross profit decreased to $500,000 from $1.1 million in the
comparable period last year because of decreased sales.
SG&A Expense. SG&A expense decreased to $830,000 from $1.5 million in the
comparable period last year. SG&A expense as a percentage of sales remained
flat over the prior year. Management expects this percentage to decrease as
new locations are added in Mexico.
Operating Loss. The operating loss for international operations does not
include allocated corporate overhead, interest, or taxes. The international
operations generated an operating loss of $381,000 in the three months ended
February 28, 1995 as opposed to an operating loss of $340,000 in the three
months ended February 29, 1996. A majority of the loss in 1996 was
attributable to the Company's French operations, which were sold in early 1996.
LIQUIDITY AND CAPITAL RESOURCES
As of March 30, 1996, the Company anticipates opening 29 domestic vision
centers during the last three quarters of 1996. Average costs for domestic
vision centers have approximated $132,500 for fixed assets, $35,000 for
inventory, and $20,000 for preopening expenses. The Company currently plans to
open only 4 foreign vision centers in 1996, all of which will be in Mexico.
Page 9 of 12
<PAGE> 10
In the opinion of management, internally generated funds, as well as funds
available under the Company's line of credit, will be sufficient to fund
ongoing operating costs associated with its current vision centers and costs
for additional vision centers scheduled to be opened in 1996. At March 30,
1996, the Company had borrowed $35 million under its $45 million credit
facility, a $3 million reduction in borrowings from December 30, 1995. At
April 27, 1996, $33 million was outstanding under the credit facility.
Management believes that, during 1996, the Company should be able to further
reduce long-term debt, subject to operating results and the opening schedule of
vision centers.
Page 10 of 12
<PAGE> 11
PART II
OTHER INFORMATION
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number
------
<S> <C>
Amended and Restated Articles of Incorporation of the Company 3.1(*)
Amended and Restated By-Laws of the Company 3.2(*)
Amended and Restated Articles of Incorporation of the Company
(included as Exhibit 3.1) 4.1(*)
Amended and Restated By-Laws of the Company
(included as Exhibit 3.2) 4.2(*)
Specimen Common Stock Certificate 4.3(*)
Statement Regarding Computation of Per Share Earnings 11(degrees)
Executive Relocation Policy 10.47(degrees ++)
Financial Data Schedule (for SEC use only) 27
</TABLE>
(*) Incorporated by reference to the Company's Registration
Statement on Form S-1, registration number 33-46645, filed with
the Commission on March 25, 1992, and amendments thereto.
(degrees) Filed with this Form 10-Q.
(degrees ++) Management contract or compensatory plan or arrangement in which
a director or named executive officer participates.
(b) Reports on Form 8-K.
The registrant filed one report on Form 8-K during the three months ended
March 30, 1996.
Page 11 of 12
<PAGE> 12
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.
NATIONAL VISION ASSOCIATES, LTD.
By: Sandra M. Buffa
------------------------
Sandra M. Buffa
Senior Vice President
Finance
May 6, 1996
Page 12 of 12
<PAGE> 1
EXHIBIT 10.47
NATIONAL VISION ASSOCIATES, LTD.
NVAL POLICY: EXECUTIVE RELOCATION POLICY NUMBER: HR-DOM-05-11
CHAPTER: HUMAN RESOURCES
DATE ISSUED: ________
SUPERSEDES: ALL PREVIOUS
NO. OF PAGES: 1 OF 3
STATEMENT OF OBJECTIVE:
- - ----------------------
To inform executives of the relocation restrictions when a transfer is
requested by the Company. Relocation made to meet the demands of the Company
will be paid for by the Company. Relocations made for the convenience of the
associate may be paid by the Company at the Company's discretion.
APPLIES TO:
- - ----------
All NVAL executives.
COMMUNICATION & ADMINISTRATION RESPONSIBILITY:
- - ---------------------------------------------
The Human Resources Department is responsible for ensuring all executives are
aware of and comply with this policy.
SPECIFIC POLICY GUIDELINES:
- - --------------------------
Executives who are relocating at the request of NVAL may be eligible for
reimbursement of certain relocation expenses. Eligible relocation expenses
will be charged to the cost center of the executive's department. Arrangements
for relocation must be made through NVAL's Travel Manager by the Human
Resources Department. Relocation expenses will not be paid or reimbursed
unless arrangements are made through the Travel Manager.
All relocation expenses must be reasonable and be submitted via an NVAL
Relocation Reimbursement Form, with receipts attached. Since certain
reimbursed relocation expenses may be taxable by federal and state taxing
agencies, this form permits us to comply with both IRS and state regulations.
Any portion of reimbursed relocation expenses that are considered taxable will
be grossed up at the effective rate of the executive for the tax year in
question. Such effective rate shall be reviewed by the Company's accountants.
This "gross up" will be noted on the relocating executive's W-2 form at the end
of the current tax year. It is also suggested that you consult with your tax
advisor for more information regarding taxation of relocation expenses.
The Company will select the moving company.
<PAGE> 2
NVAL POLICY: EXECUTIVE RELOCATION POLICY NUMBER: HR-DOM-05-11
CHAPTER: HUMAN RESOURCES
DATE ISSUED: ________
SUPERSEDES: ALL PREVIOUS
NO. OF PAGES: 2 OF 3
NON-REIMBURSABLE EXPENSES
- - -------------------------
1. Cable TV Hook-Up
2. Security Deposit for Apartment/House
3. Ongoing Commuting Expenses Between the Old and New Locations
4. Lease Cancellation Expenses
5. Child Care
6. Pet Care
7. Hotel Room Movies
8. Hotel Room Honor Beverage Bar Charges
9. Theft or Loss of Personal Property
10.Insurance in Excess of Standard Provided by Moving Company
11.Any Expense Not Covered in this Policy (except Miscellaneous Relocation
Expenses, discussed below) or in Excess of Allowances Indicated
REIMBURSABLE EXPENSES
- - ---------------------
MOVING EXPENSES:
All costs associated with the physical move of the executive's primary
residence, using a moving company designated by NVAL.
This includes:
a) Packing and unpacking of all possessions.
b) Moving of up to three (3) automobiles.
c) Storage of possessions (up to six [6] months).
d) Reasonable expenses related to travel at the time of the move.
HOUSE HUNTING TRIPS
NVAL will reimburse reasonable travel, lodging, and meal expenses for executive
and spouse for up to two (2) house hunting trips.
MISCELLANEOUS RELOCATION EXPENSES
Expenses not otherwise covered by NVAL's relocation policy may be reimbursed,
up to an aggregate maximum of $2,000. Expenses reimbursed under this category
will not be grossed up.
<PAGE> 3
NVAL POLICY: EXECUTIVE RELOCATION POLICY NUMBER: HR-DOM-05-11
CHAPTER: HUMAN RESOURCES
DATE ISSUED: ________
SUPERSEDES: ALL PREVIOUS
NO. OF PAGES: 3 OF 3
TEMPORARY HOUSING EXPENSES
Reasonable temporary housing expenses will be reimbursed for up to six (6)
months from date of initial expense. This benefit will not be available
immediately following the closing on the executive's new residence.
DUPLICATE MORTGAGE EXPENSES
NVAL will reimburse duplicate mortgage expenses for up to twelve (12) months,
subject to a maximum of the following:
a) The monthly mortgage payment on the original residence, or
b) The lesser of:
1) The monthly mortgage payment amount on the new residence
assuming a comparably priced home, with 20% down payment.
The monthly payment is calculated using the interest rate
and terms of the actual loan.
2) The actual monthly mortgage payment on the new residence.
CLOSING AND SETTLEMENT COSTS
Costs associated with the sale of the executive's existing residence (closing
and settlement costs, including brokerage fees) will be reimbursed. Costs
associated with the purchase of the executive's new residence will be
reimbursed subject to the following limitations:
a) Pre-paid charges for taxes or insurance are not payable.
b) Mortgage points will be reimbursed up to the base structure of the
loan. Additional points added for the purpose of lowering the monthly
payment are not reimbursable by NVAL.
LOSS OF EQUITY UPON SALE OF HOME
NVAL will reimburse up to ten percent (10%) of loss on the sale of the
executive's residence as compared to the appraised value as determined by the
average of two appraisals selected, and paid for by NVAL. Appraisals will be
performed at the time of the initial listing of the executive's residence.
<PAGE> 1
EXHIBIT 11
NATIONAL VISION ASSOCIATES, LTD.
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(000'S EXCEPT NET INCOME PER COMMON SHARE INFORMATION)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------
April 1, March 30,
1995 1996
---- ----
<S> <C> <C>
NET INCOME $ 837 $ 991
======= =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 20,516 20,602
Common stock equivalents using
the treasury stock method 121 40
------- -------
AVERAGE COMMON SHARES
OUTSTANDING AS ADJUSTED 20,637 20,642
======= =======
NET INCOME PER COMMON SHARE $ .04 $ .05
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 30, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
30, 1996 (UNAUDITED) 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> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> MAR-30-1996
<CASH> 3,709
<SECURITIES> 0
<RECEIVABLES> 3,971
<ALLOWANCES> 408
<INVENTORY> 21,732
<CURRENT-ASSETS> 31,365
<PP&E> 68,669
<DEPRECIATION> 20,866
<TOTAL-ASSETS> 80,513
<CURRENT-LIABILITIES> 18,167
<BONDS> 0
0
0
<COMMON> 206
<OTHER-SE> 27,140
<TOTAL-LIABILITY-AND-EQUITY> 80,513
<SALES> 40,133
<TOTAL-REVENUES> 40,133
<CGS> 18,724
<TOTAL-COSTS> 18,724
<OTHER-EXPENSES> 19,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 659
<INCOME-PRETAX> 1,364
<INCOME-TAX> 373
<INCOME-CONTINUING> 991
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 991
<EPS-PRIMARY> .05
<EPS-DILUTED> 0
</TABLE>
