<PAGE>
================================================================================
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 September 28, 1996
___ 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: 0-19299
----------------------------
INTEGRATED CIRCUIT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2000174
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2435 Boulevard of the Generals
Norristown, Pennsylvania 19043
(Address of principal executive offices)
(610) 630-5300
(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
requirement for the past 90 days.
YES X NO ___
---
As of November 8, 1996, there were outstanding 11,523,050 of the shares of the
Registrant's Common Stock, no par value.
================================================================================
1
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC.
--------------------------------
INDEX
-----
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets;
September 28, 1996 and June 29, 1996 3
Consolidated Statements of Operations;
Three Months Ended September 28, 1996 and
September 30, 1995 4
Consolidated Statements of Operations;
Three Months Ended September 28, 1996 and
September 30, 1995 5
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
OTHER INFORMATION
Exhibits and Reports on Form 8-K
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ and shares in thousands)
<TABLE>
<CAPTION>
September 28, June 29,
1996 1996
------------------ --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $30,502 $30,457
Marketable securities - current 24 24
Accounts receivable, net 14,977 15,405
Inventory, net 16,198 17,059
Deferred income taxes 1,884 1,976
Other current assets 3,417 3,054
---------- ----------
Total current assets 67,002 67,975
---------- ----------
Property and equipment, net 14,245 14,628
Deposits on purchase contracts 5,331 5,575
Goodwill 1,789 1,813
Deferred income taxes 490 499
Other assets 448 477
---------- ----------
Total assets $89,305 $90,967
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Note payable to bank $ - $ 2,315
Current portion of long-term obligations 117 117
Accounts payable 11,752 10,221
Accrued expenses and other current liabilities 2,890 2,804
---------- ----------
Total current liabilities 14,759 15,457
---------- ----------
Long-term debt, less current portion 1,601 1,631
Deferred income taxes 994 788
---------- ----------
Total liabilities 17,354 17,876
---------- ----------
Minority interest 3,512 3,927
Shareholders' Equity:
Preferred stock, authorized 5,000 shares, none issued
Common stock, no par value, authorized 50,000 shares;
issued 11,392 and 11,389 shares as of
September 28, 1996 and June 29, 1996, respectively 32,787 32,674
Retained earnings 37,579 36,950
Less: treasury stock, at cost (173 and 35 shares as of
September 28, 1996 and June 29, 1996, resepectively (1,927) (460)
---------- ----------
Total shareholders' equity 68,439 69,164
---------- ----------
Total liabilities and shareholders' equity $89,305 $90,967
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ and shares in thousands, except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------
September 28, September 30,
1996 1995
--------------- ---------------
<S> <C> <C>
Revenues: $21,874 $28,290
Cost and expenses:
Cost of sales 14,199 14,390
Research and development 3,236 2,522
Selling, general and administrative 4,313 4,809
--------------- ---------------
Operating income 126 6,569
--------------- ---------------
Interest and other (income) (515) (233)
Interest expense 95 178
Minority interest (421) 85
--------------- ---------------
Income before income taxes 967 6,539
Income taxes 338 2,378
--------------- ---------------
Net income $ 629 $ 4,161
=============== ===============
Net income per common share:
Primary $0.06 $0.35
=============== ===============
Assuming full dilution $0.05 $0.35
=============== ===============
Common and common equivalent shares:
Primary 11,346 11,897
Assuming full dilution 11,492 11,894
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 28, September 30,
1996 1995
-------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 629 $ 4,161
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 836 725
Minority interest (421) 85
(Gain) loss on disposition of assets (497) 40
Non-cash compensation 84 -
Deferred income taxes 307 (150)
Accounts receivable 427 305
Inventory 572 (1,144)
Other assets, net (339) 5
Accounts payable, accrued expenses and other current liabilities 1,623 (799)
Income taxes 2 1,836
-------------- ---------------
Net cash provided by operating activities 3,223 5,064
-------------- ---------------
Cash flows from investing activities:
Capital expenditures (428) (410)
Proceeds from sale/maturities of marketable securities - 6,584
Proceeds from sale of fixed assets 1 -
Change in deposits on purchase contracts 244 -
-------------- ---------------
Net cash provided by (used in) investing activities (183) 6,174
-------------- ---------------
Cash flows from financing activities:
Net repayments under line of credit agreement (2,315) -
Repurchase of common stock, net (678) -
Repayments of long-term debt (30) (81)
Exercise of stock options 28 1,241
Tax benefit of stock option exercises - 316
-------------- ---------------
Net cash provided by (used in) financing activities (2,995) 1,476
-------------- ---------------
Net increase in cash and cash equivalents 45 12,714
Cash and cash equivalents:
Beginning of period 30,457 9,960
-------------- ---------------
End of period $30,502 $22,674
============== ===============
</TABLE>
5
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments during the period for:
Interest $13 $96
========== ===========
Income taxes $24 $74
========== ===========
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:
See footnote 5 for non-cash financing activities
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) INTERIM ACCOUNTING POLICY
The accompanying financial statements have not been audited. In the opinion of
the Company's management, the accompanying consolidated financial statements
reflect all adjustments (consisting only of normal recurring accruals) necessary
to present fairly the Company's financial position at September 28, 1996 and
results of operations and cash flows for the interim periods presented. Certain
items have been restated to conform to current period presentation.
Certain footnote information has been condensed or omitted from these financial
statements. Therefore, these financial statements should be read in conjunction
with the consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K for the year ended June 29, 1996. Results
of operations for the three months ended September 28, 1996 are not necessarily
indicative of results to be expected for the full year.
The Company has adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" (SFAS 121). The adoption has not had a material financial
impact.
The Company has not adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). The Company believes that
the adoption of this statement will not have a material financial impact.
(2) CONSOLIDATION POLICY
The accompanying consolidated financial statements include the accounts of the
Company and all of its subsidiaries (wholly and majority-owned), after
elimination of all significant intercompany accounts and transactions.
(3) INVENTORY
Inventory is valued at the lower of standard cost which approximates actual
costs using the first-in, first-out (FIFO) method, or market.
The components of inventories are as follows (in thousands):
<TABLE>
<CAPTION>
September 28, June 29,
1996 1996
------------- -------------
<S> <C> <C>
Work-in-process $ 5,105 $ 4,430
Finished parts 13,178 14,864
Less: Obsolescence reserve (2,085) (2,235)
------------- -------------
$16,198 $17,059
============= =============
</TABLE>
(4) PURCHASE COMMITMENTS
During the first quarter of fiscal 1997, the Company and Chartered Semiconductor
Manufacturing PTE, Ltd. ("CSM") amended their purchase commitment agreement to
eliminate any liquidated damages for any failure to comply with such commitments
and to reduce the maximum required deposit to $10 million. In addition, the
amendment requires CSM to refund the deposit to the Company in progressive
installments based upon the volume of purchases made by the Company. The
Company has deposited $5.0 million through November 1996 and is expected to
deposit another $5.0 million over the next twelve months.
7
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) RELATED PARTY
On September 25, 1996, the Company sold its battery charge controller business
to Edward H. Arnold, a director and former CEO of the Company. Although the
Company had been involved in the battery charge business since 1991, it was not
considered a core business and the associated products did not materially
contribute to the Company's revenue. In making this sale, the Company
determined that further investment in such business was not consistent with the
strategic direction of the Company. Under the terms of such tax-free sale, Mr.
Arnold acquired all outstanding shares of the Company's wholly-owned subsidiary
which owned the intellectual property rights and other assets for this business
in exchange for 68,387 shares of the Company's common stock as valued at $11.537
per share (the average closing price for 10 days prior to the sale). The sale
price of $.8 million was based upon a valuation made by a reputable independent
appraiser and involved a premium over such valuation. In addition, the Company
will receive a royalty of 2% of the gross revenue received for all sales during
the three year period after September 25, 1996, of the products comprising the
business, as consideration for a license to the subsidiary of a trademark
associated with such products. The Company has recorded the gain in the
statement of operations as follows: the battery charge controller inventory sold
is recorded as other revenue ($.6 million) with its corresponding costs in cost
of sales ($.3 million), the gain on the remaining assets is recorded as other
income ($.2 million).
(7) EMPLOYMENT AGREEMENT
In August 1996, Dr. David Sear resigned as president and chief executive officer
of the Company and in connection therewith entered into an agreement with the
Company in which Dr. Sear agreed to release the Company from any claims he might
have against the Company and to not compete with the Company through February
1997. In return the Company agreed to compensate Dr. Sear with a severance
package, and to fully vest such stock options as had been granted to him and
permit the exercise of the same over a one-year period from the date of his
resignation. As a result, the Company has recorded approximately $.3 million in
selling, general and administrative expense.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The following table sets forth, for the periods indicated, the percentage
relationship to revenue of certain cost, expense and income items. The table
and the subsequent discussion should be read in conjunction with the financial
statements and the notes thereto:
<TABLE>
<CAPTION>
Three months ended
------------------
September 28, September 30,
1996 1995
--------------- ---------------
<S> <C> <C>
Revenue 100.0% 100.0%
Cost and expenses:
Cost of sales 64.9 50.9
Research and development 14.8 8.9
Selling, general and administrative 19.7 17.0
--------------- --------------
Operating income 0.6 23.2
Interest and other (income) (2.4) (0.8)
Interest expense 0.4 0.6
Minority interest (1.8) 0.3
----------------- ---------------
Income before income taxes 4.4 23.1
Income taxes 1.5 8.4
Net income 2.9% 14.7%
================== ===============
</TABLE>
FIRST QUARTER 1997 AS COMPARED TO FIRST QUARTER 1996
Consolidated revenue decreased $6.4 million or 23% for the first quarter ended
September 28, 1996 as compared to the prior year quarter. The decrease in
revenue was primarily attributable to the FTG product line, the Advanced
Technologies product line and ARK Logic, partially offset by increased shipments
from Turtle Beach and the beginning of volume shipments of the 1890 phyceiver
chip in the Data Communications product line.
FTG component revenue decreased $5.0 million for the first quarter of fiscal
1997, as compared to the prior year quarter. FTG unit volume was 4% higher but
due to a 35% decline in average selling price ("ASP"), revenues were lower. FTG
component revenue contributed 48% of consolidated revenue for the first quarter
in fiscal 1997 which represented a decline from 55% for the prior year quarter
as a result of the Value Media acquisition in the second quarter of 1996 and
decreases in ASP.
Data Communication component revenue was $1.6 million for the first quarter of
fiscal 1997. Data Communications component revenue comprised 8% of consolidated
revenue for the first quarter of fiscal 1997 with no corresponding revenue in
the prior year quarter as a result of the introduction of its 1890 family of
phyceiver chips in the third quarter of fiscal 1996.
Advanced Technologies component revenue decreased $1.1 million for the first
quarter of fiscal 1997, as compared to the prior year quarter. The decrease
represents a decline in custom ASIC components, offset by an increase in High
Performance components, as a result of the sale of battery charge controller
business. See related party disclosure in note 5
9
<PAGE>
included herein. Advanced Technologies component revenue comprised 26% of
consolidated revenue for the first quarter of fiscal 1997 versus 24% for the
prior year quarter as a result of the sale of the battery charge controller
business.
Revenues from Turtle Beach increased $1.0 million during the first quarter of
fiscal 1997, as compared to the prior year quarter. The increased revenue is
primarily due to the acquisition of certain product lines of Value Media in the
second quarter of 1996. Turtle Beach contributed 16% of consolidated revenue in
the first quarter of fiscal 1997, as compared to 9% in the prior year quarter as
a result of the Value Media acquisition.
Ark Logic revenues decreased $2.9 million for the first quarter of fiscal 1997,
as compared to the prior year quarter. The decrease largely reflects the delay
in the introduction of new video graphics motherboard solutions. ARK Logic
contributed 3% of consolidated revenue in the first quarter of fiscal 1997, as
compared to 12% in the prior year quarter as a result of these delays.
Foreign revenue (which includes shipments of ICs to offshore subsidiaries of US
multinational companies) was 51% of total revenue for the first quarter of
fiscal 1997 as compared to 46% of total revenue in the prior year quarter. The
percentage increase represented growth in the Pacific Rim.
Cost of sales as a percentage of total revenue was 65% for the first quarter of
fiscal 1997 as compared to 51% in the prior year quarter. This increase in the
cost of sales percentage was primarily the result of declining sales prices in
the PC component business, price protection at Turtle Beach and declining sales
prices at ARK Logic.
Research and development expense increased $.7 million to $3.2 million for the
first quarter of fiscal 1997 from $2.5 million in the prior year quarter. The
increase is primarily attributable to continued emphasis on research and
development.
Selling, general and administrative expense decreased $.5 million to $4.3
million for the first quarter of 1997 as compared to the prior year period as a
result of tighter fiscal control.
The Company's effective income tax rate was 35% for the first quarter of 1997 as
compared to 36% in the prior year period. The decrease in the tax rate is
primarily attributable to the sale of the Company's battery charge controller
business, which was treated as a tax-free transaction.
INDUSTRY FACTORS
The Company's strategy has been to develop new products and introduce them ahead
of the competition in order to have them selected for design into products of
leading OEMs. The Company's newer components, which include advanced
motherboard FTG components, data communication components and PC multimedia
audio and graphics components, are examples of this strategy. However, there
can be no assurance that the Company will continue to be successful in these
efforts or that further competitive pressures would not have a material impact
on revenue growth or profitability.
The Company's backlog as of September 28, 1996 was $26.6 million as compared to
$35.5 million in the prior year period. The Company includes in its backlog
customer released orders which may be canceled generally with 60 days advance
notice without significant penalty to the customers. Accordingly, the Company
believes that its backlog, at any time, should not be used as a measure of
future revenues.
The semiconductor and personal computer industry, in which the Company
participates, is generally characterized by rapid technological change, intense
competitive pressure, and, as a result, product price erosion. The Company's
operating results can be impacted significantly by the introduction of new
products, new manufacturing technologies, rapid changes in the demand for
products, decreases in the average selling price over the life of a product and
the Company's dependence on third-party wafer suppliers. The Company's
operating results are subject to quarterly fluctuations as a result of a number
of factors, including competitive pressures on selling prices, availability of
wafer supply, fluctuation in yields, changes in
10
<PAGE>
the mix of products sold, the timing and success of new product introductions
and the scheduling of orders by customers. The Company believes that its future
quarterly operating results may also fluctuate as a result of Company-specific
factors, including pricing pressures on its more mature FTG components as well
as the competitive pressure and lower gross margins from ARK Logic, continuing
demand for its custom ASIC products and acceptance of the Company's newly
introduced ICs and board level and software products and market acceptance of
its customers' products. Due to the effect of these factors on future
operations, past performance may be a limited indicator in assessing potential
future performance.
LIQUIDITY AND CAPITAL RESOURCES
At September 28, 1996, the Company's principal sources of liquidity included
cash and cash equivalents of $30.5 million which was consistent with the June
29, 1996 balance. Net cash provided by operating activities was $3.2 million in
the first quarter of fiscal 1997, as compared to $5.1 million in the prior year
quarter. This decrease represents reduced operating results and its
corresponding lower taxes offset by improved inventory turns and tighter fiscal
control.
Expenditures for property and equipment were comparable in both periods.
Expenditures in the first quarter of fiscal 1997 was for computer aided design
software for use in new product development.
The Company did not draw on its $20.0 million revolving line of credit during
the first quarter of fiscal 1997. The Company repaid the $2.3 million from the
draw down on the facility in fiscal 1996. The Company repurchased 70,000 of its
outstanding shares value at $.7 million, using the cost method.
In August 1996, Dr. David Sear resigned as president and chief executive officer
of the Company and in connection therewith entered into an agreement with the
Company in which Dr. Sear agreed to release the Company from any claims he might
have against the Company and to not compete with the Company through February
1997. In return the Company agreed to compensate Dr. Sear with a severance
package, and to fully vest such stock options as have been granted to him and
permit the exercise of the same over a one-year period from the date of his
resignation. As a result, the Company has recorded approximately $.3 million in
selling, general and administrative expense.
On September 25, 1996, the Company sold its battery charge controller business
to Edward H. Arnold, a director and former CEO of the Company. Although the
Company had been involved in the battery charge business since 1991, it was not
considered a core business and the associated products did not materially
contribute to the Company's revenue. In making this sale, the Company
determined that further investment in such business was not consistent with the
strategic direction of the Company. Under the terms of such tax-free sale, Mr.
Arnold acquired all outstanding shares of the Company's wholly-owned subsidiary
which owned the intellectual property rights and other assets for this business
in exchange for 68,387 shares of the Company's common stock as valued at $11.537
per share (the average closing price for 10 days prior to the sale). The sale
price of $.8 million was based upon a valuation made by a reputable independent
appraiser and involved a premium over such valuation. In addition, the Company
will receive a royalty of 2% of the gross revenue received for all sales during
the three year period after September 25, 1996, of the products comprising the
business, as consideration for a license to the subsidiary of a trademark
associated with such products. The Company has recorded the gain in the
statement of operations as follows: the battery charge controller inventory
sold is recorded as in revenue ($.6 million ) with its corresponding costs in
cost of sales ($.3 million), the gain on the remaining assets is recorded as
other income ($.2 million).
The Company believes that existing sources of liquidity and funds expected to be
generated from operations will provide adequate cash to fund the Company's
anticipated working capital needs over the short term. Further expansion of the
Company's business or the completion of any material strategic acquisitions may
require additional funds which, to the extent not provided by internally
generated sources, could require the Company to seek access to debt or equity
market.
11
<PAGE>
The Company has adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" (SFAS 121). The adoption has not had a material financial
impact.
The Company has not adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). The Company believes that
the adoption of this statement will not have a material financial impact.
During the first quarter of fiscal 1997, the Company and Chartered Semiconductor
Manufacturing PTE, Ltd. ("CSM") amended their purchase commitment agreement to
eliminate any liquidated damages for any failure to comply with such commitments
and to reduce the maximum required deposit to $10 million. In addition, the
amendment requires CSM to refund the deposit to the Company in progressive
installments based upon the volume of purchases made by the Company.
UPDATE ON IMPACT OF ONE-TIME CHARGES TAKEN IN FY 1996 AND FY 1995
In connection with the fiscal 1995 charge, the Company has paid approximately
$56,000 in consulting payments through the first quarter of fiscal 1997, with
the balance of approximately $154,000 remaining.
In connection with the fiscal 1996 charge, the Company has paid approximately
$24,000 for the York facility lease through the first quarter of fiscal 1997,
with the balance of approximately $76,000 remaining.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------ -----------
11 Computation of Net Income Per Share for the three
months ended September 28, 1996 and September
30, 1995.
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 12, 1996 INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ Henry Boreen
-------------------------------------
Henry Boreen
President and Chief Executive Officer
Date: November 12, 1996 By: /s/ Hock E. Tan
-------------------------------------
Hock E. Tan
Senior Vice President and CFO
(principal financial & accounting officer)
14
<PAGE>
EXHIBIT 11
INTEGRATED CIRCUIT SYSTEMS, INC.
COMPUTATION OF PER SHARE INCOME
($ and shares in thousands, except for per share data)
<TABLE>
<CAPTION>
Three months ended
------------------------
Sept. 28, Sept. 30,
1996 1995
---------- -----------
<S> <C> <C>
Primary
- -------
Net income $ 629 $ 4,161
Common and common equivalent shares outstanding:
Weighted average common shares outstanding 11,318 11,180
Assumed exercise of stock options 28 714
---------- -----------
Earnings per common share and common equivalent
shares $ .06 $ .35
========== ===========
Fully Diluted
- -------------
Net income $ 629 $ 4,161
========== ===========
Common and common equivalent shares outstanding:
Weighted average common shares outstanding 11,318 11,180
Assumed exercise of stock options 174 717
---------- -----------
11,492 11,897
========== ===========
Earnings per common share and common equivalent
shares $ .05 $ .35
========== ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUN-30-1996
<PERIOD-END> SEP-28-1996
<CASH> 30,502
<SECURITIES> 24
<RECEIVABLES> 17,146
<ALLOWANCES> 2,169
<INVENTORY> 16,198
<CURRENT-ASSETS> 67,002
<PP&E> 23,689
<DEPRECIATION> 9,444
<TOTAL-ASSETS> 89,305
<CURRENT-LIABILITIES> 14,759
<BONDS> 1,601
0
0
<COMMON> 32,787
<OTHER-SE> 35,652
<TOTAL-LIABILITY-AND-EQUITY> 89,305
<SALES> 21,874
<TOTAL-REVENUES> 21,874
<CGS> 14,199
<TOTAL-COSTS> 14,199
<OTHER-EXPENSES> 7,549
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 95
<INCOME-PRETAX> 967
<INCOME-TAX> 338
<INCOME-CONTINUING> 629
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 629
<EPS-PRIMARY> .06
<EPS-DILUTED> .05
</TABLE>
