<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
____________
For Quarter Ended August 3, 1997 Commission File Number 1-6395
-------------- ------
SEMTECH CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2119684
------------------------------ ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
652 Mitchell Road, Newbury Park, California 91320
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 498-2111
-------------------
N/A
- ------------------------------------------------------------------------------
(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 has required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days
Yes X No _______
------
Number of shares of Common Stock, $0.01 par value, outstanding at August 3,
1997: 6,265,578.
----------
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
--------------------
The consolidated condensed financial statements included herein have been
prepared by the Company, without audit, 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 the Company believes that the
disclosures are adequate to make the information presented not misleading. It
is suggested that these condensed financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K.
In the opinion of the Company, these unaudited statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position of Semtech Corporation and subsidiaries as
of August 3, 1997, and the results of their operations and their cash flows for
the three and six months then ended.
2
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT FOR PER SHARE FIGURES)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------- -----------------
AUGUST 3, JULY 28, AUGUST 3, JULY 28,
1997 1996 1997 1996
---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
NET SALES $21,634 $13,424 $42,009 $28,901
Cost of sales 11,750 8,117 23,020 17,112
------- ------- ------- -------
Gross profit 9,884 5,307 18,989 11,789
Operating expenses 5,213 3,451 10,101 7,144
------- ------- ------- -------
Operating income 4,671 1,856 8,888 4,645
Interest and other(income)expense (76) 1 (110) (14)
------- ------- ------- -------
Income before taxes 4,747 1,855 8,998 4,659
Provision for taxes 1,567 612 2,970 1,533
------- ------- ------- -------
NET INCOME $ 3,180 $ 1,243 $ 6,028 $ 3,126
======= ======= ======= =======
NET INCOME PER SHARE:
Primary $ 0.45 $ 0.20 $ 0.87 $ 0.50
======= ======= ======= =======
Fully diluted $ 0.45 $ 0.20 $ 0.85 $ 0.50
======= ======= ======= =======
</TABLE>
3
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR PER SHARE FIGURE)
<TABLE>
<CAPTION>
(UNAUDITED)
AUGUST 3, JANUARY 26,
1997 1997
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $11,984 $ 8,346
Temporary investments 725 757
Receivables, net 10,093 8,465
Income taxes refundable - 68
Inventories 15,497 13,598
Other current assets 751 853
Deferred income taxes 592 588
------- -------
TOTAL CURRENT ASSETS 39,642 32,675
------- -------
PROPERTY, PLANT AND EQUIPMENT, NET 10,362 8,470
OTHER ASSETS 230 198
DEFERRED INCOME TAXES 40 302
------- -------
TOTAL ASSETS $50,274 $41,645
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 299 $ 193
Accounts payable 4,316 4,660
Accrued liabilities 2,887 2,305
Income taxes payable 840 821
Other current liabilities 578 660
------- -------
TOTAL CURRENT LIABILITIES 8,920 8,639
------- -------
LONG-TERM DEBT, LESS CURRENT MATURITIES 671 1,237
OTHER LONG-TERM LIABILITIES 351 287
SHAREHOLDERS' EQUITY:
Common Stock, $0.01 par value, 40,000
authorized 77 76
Additional paid-in capital 13,782 11,012
Retained earnings 26,701 20,673
Cumulative translation adjustment (228) (279)
------- -------
TOTAL SHAREHOLDERS' EQUITY 40,332 31,482
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $50,274 $41,645
======= =======
</TABLE>
4
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
AUGUST 3, JULY 28,
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES -
Net income $ 6,028 $ 3,126
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 1,125 876
Deferred income taxes 258 (141)
Tax benefit from stock option
transactions 1,438 137
Changes in assets and liabilities:
Receivables (1,628) 224
Income taxes refundable 68 (16)
Inventories (1,899) (1,826)
Other assets 70 48
Accounts payable and accrued
liabilities 238 (1,675)
Income taxes payable 19 33
Other current liabilities (82) (149)
------- -------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 5,635 637
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES -
Temporary cash investments 32 (1)
Additions to property, plant and
equipment (3,017) (1,477)
------- -------
NET CASH USED BY INVESTING
ACTIVITIES (2,985) (1,478)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES -
Additions to debt - 809
Repayment of debt (460) (218)
Stock options exercised 1,333 120
Other long-term liabilities 64 (180)
Other - (145)
------- -------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 937 386
------- -------
Effect of exchange rate changes on cash 51 20
Net increase (decrease) in cash and
cash equivalents 3,638 (435)
Cash and cash equivalents at beginning
of period 8,346 6,034
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $11,984 $ 5,599
======= =======
</TABLE>
5
<PAGE>
SEMTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. INCOME TAXES -
The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109. Under SFAS No.
109, deferred income tax assets or liabilities are computed based on the
temporary differences between the financial statement and income tax bases of
assets and liabilities using the statutory marginal income tax rate in effect
for the years in which the differences are expected to reverse. Deferred income
tax expenses or credits are based on the changes in the deferred income tax
assets or liabilities from period to period.
The income tax provision for the six months ended August 3, 1997 consisted
of income tax expense of $2,762,000 on the income of the Company's U.S.
operations and income tax expense of $208,000 on the income from the Company's
foreign operation. In the prior year six month period ended July 28, 1996, the
Company incurred income tax expense of $1,484,000 on the income of the Company's
U.S. operations and income tax expense of $49,000 on income from the Company's
foreign operation.
2. INCOME PER SHARE -
Primary and fully diluted net income per share of common stock has been
computed based on the weighted average number of common and common equivalent
shares outstanding, as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------- ----------------------
AUGUST 3, JULY 28, AUGUST 3, JULY 28,
1997 1996 1997 1996
--------- --------- ---------- ---------
<S> <C> <C> <C> <C>
PRIMARY......... 7,026,000 6,266,000 6,956,000 6,262,000
========= ========= ========= =========
FULLY DILUTED... 7,125,000 6,266,000 7,099,000 6,262,000
========= ========= ========= =========
</TABLE>
In February 1997, the Financial Accounting Standards Board introduced SFAS No.
128 "Earnings per Share" and SFAS No. 129 "Disclosure of Information About
Capital Structure". SFAS No. 128 revises and simplifies the computation of
earnings per share and requires certain additional disclosures. SFAS No. 129
requires additional disclosure regarding the Company's capital structure. Both
standards will be adopted in the fourth quarter of fiscal year 1998. Management
does not expect the adoption of SFAS No. 129 to have material effect on the
Company's financial position or results of operations. The Company has not yet
evaluated the impact of adopting SFAS No. 128 on earnings per share.
3. TEMPORARY INVESTMENTS -
Temporary investments consist of commercial paper and government and
corporate obligations with original maturities in excess of three months and are
carried at cost, which approximates market.
6
<PAGE>
4. INVENTORIES -
The commercial semiconductor industry and the markets in which the Company's
products are used are characterized by rapid changes and short product life
cycles. Consistent with the industry, the Company has experienced declines in
average selling prices over the life of its product lines. The Company has
fully reserved inventory which is obsolete or in excess of one year's demand,
and has provided reserves for declines in selling price below cost. Inventories
consisted of the following:
<TABLE>
<CAPTION>
Raw Work in Finished
(thousands) Materials process goods Total
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AUGUST 3, 1997
Gross inventory $2,207 $10,499 $ 6,446 $19,152
Total reserves (724) $ (805) (2,126) (3,655)
------ ------- ------- -------
Net inventory $1,483 $ 9,694 $ 4,320 $15,497
====== ======= ======= =======
JANUARY 26, 1997
Gross inventory $2,895 $ 9,173 $ 3,842 $15,910
Total reserves (702) $ (460) (1,150) (2,312)
------ ------- ------- -------
Net inventory $2,193 $ 8,713 $ 2,692 $13,598
====== ======= ======= =======
</TABLE>
5. LONG-TERM DEBT -
Long-term debt at August 3, 1997 is made up solely of a single note payable.
The note payable consists of a variable rate loan totaling $970,000 used for the
acquisition of equipment.
6. LINE OF CREDIT -
In August 1992, and amended in September 1996, the Company entered into a
credit arrangement with a financial institution for a line of credit for up to
$7,500,000 at an interest rate of 30 day commercial paper plus 2.5 percent. The
line of credit is made up of two parts, the first part being a $4,000,000 line
for working capital needs and the second part being a $3,500,000 line for
equipment acquisition. Both portions of the line of credit extend through
September 1998. The arrangement is collateralized by the Company's domestic
assets and contains provisions regarding current ratios, debt to worth, and net
worth. As of August 3, 1997, the Company had no borrowings outstanding under
this credit facility.
7. SIGNIFICANT CUSTOMERS -
For the six months ended August 3, 1997, a group of affiliated companies and
their subcontractors represented approximately 10% of the Company's net sales.
For the comparable six month period last year, one customer accounted for 11% of
the Company's net sales.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Conditions and
----------------------------------------------------------------
Results of Operations
---------------------
(l) Material Changes in Financial Condition
---------------------------------------
At August 3, 1997, Semtech Corporation (the "Company") had working
capital of $30,722,000, compared with $24,036,000 at January 26, 1997 - an
increase of $6,686,000 or 28%. The increase was primarily due to the Company's
profitability during the six month period and the addition of paid in capital
generated from the exercise of employee stock options.
The Company built $3,638,000 of cash and cash equivalents during the
first two quarters of the fiscal year. The increase in cash and cash equivalents
was mostly due to the Company's profitability during the period and was only
partially offset by cash outlays for inventory, capital equipment, and year-end
supplemental compensation relating to the prior fiscal year. Operating cash flow
for the first six months of the year was a positive $5,635,000. Major factors
effecting operating cash flows include profitability, increased inventory
levels, increased accounts receivable and the tax benefits of employee stock
options exercised. Because the Company has historically had relatively low
depreciation expense, operating cash flow is largely driven by the ability to
generate net income.
During the first half of fiscal year 1998, the Company used cash of
$3,017,000 to pay for capital equipment purchases and $460,000 to repay
outstanding debt. The ratio of current assets to current liabilities at August
3, 1997, was 4.4 to 1, compared to 3.8 to 1 at January 26, 1997. The following
leverage ratios indicate the extent to which the Company has been financed with
debt:
<TABLE>
<CAPTION>
AUGUST 3, JANUARY 26,
1997 1997
---------- ------------
<S> <C> <C>
Long-term debt as a % of total
capitalization* 1.6% 3.8%
Total debt to total capitalization* 2.4% 4.4%
</TABLE>
*Total capitalization is defined as the sum of long-term debt and
shareholders' equity.
Efforts by the Company over the past several years to increase
commercial product sales have been effective. In order to develop, design and
manufacture new products, the Company has had to make significant investments
over the past several years. Such investments aimed at developing additional new
products, including the addition of many design and applications engineers and
related equipment, will continue. Semtech fully intends to continue to invest in
those areas that have shown potential for viable and profitable market
opportunities. Certain of these investments, particularly the addition of design
engineers, will probably not generate significant payback in the short-term. The
Company plans to finance these investments with cash generated by operations and
cash on-hand.
(2) Material Changes in Results of Operations
-----------------------------------------
The following information is provided to further explain certain
financial information shown in the Consolidated Condensed Statements of Income
for the three and six month periods ended August 3, 1997 and July 28, 1996.
8
<PAGE>
THREE AND SIX MONTH PERIODS ENDED AUGUST 3, 1997 COMPARED WITH THE THREE AND SIX
- --------------------------------------------------------------------------------
MONTH PERIODS ENDED JULY 28, 1996:
- ----------------------------------
INDUSTRY TRENDS AND OUTLOOK -
Over the last three fiscal years, Semtech has experienced increased
acceptance of its commercial product lines and significantly broadened its
customer base. Efforts have been made to increase market share for existing
products and to develop new products for serving primarily commercial markets.
While the Company has been successful in growing, future growth and success is
dependent on new products, market conditions and increased production
efficiencies. Customers continue to order with short lead-times. As a result,
the Company generally has only 90-120 days visibility of future period
shipments.
With a portion of the Company's sales coming from retail computer and
computer related applications, the Company's results reflect some seasonality,
with demand levels for this segment being higher in the third and fourth
quarters of the year in comparison to the first and second quarters. While some
seasonality was experienced during fiscal years 1996 and 1997, overall industry
trends and Company specific conditions have greater effect on quarterly sales
levels.
New products introduced over the last twelve months are aimed at further
diversifying the Company's product offering and penetrating new applications.
Notebook computers, cellular handsets, communications and industrial
applications are specific examples of new design efforts. While efforts are
being made to increase the rate of new product introductions, enhancements are
also being made to existing devices to reduce cost and maintain market share.
Investment in design and applications are intended to further transition the
Company's revenue sources away from foundry services and more towards standard,
custom and proprietary products.
With the increased success and growth in demand for semiconductors, the
Company has seen new competitors enter the market. In addition, existing
competitors have become more aggressive in protecting market share and customer
relationships. Typical of the semiconductor industry, the Company has
experienced declines in average selling prices over the life of its product
lines. Efforts to offset this decline include increasing units shipped, finding
new applications for existing products and introduction of new products.
Management will continue to take steps to offset the impact of declines in
average selling prices, however, there is no assurance that these efforts will
be successful.
REVENUES -
Revenues for the second quarter ended August 3, 1997 were $21,634,000
compared to $13,424,000 in the second quarter ended July 28, 1996, an increase
of 61%. Revenues for the six months ended August 3, 1997 were $42,009,000,
which represented an increase of 45% over the $28,901,000 recorded in the six
months ended July 28, 1996. The increase in revenues for the second quarter and
first half of fiscal year 1998 was due to continued improvement in the Company's
ability to market and produce its products used in computer, communications and
other strategic end-market applications. While shipment levels for the first
two quarters of fiscal year 1998 were at record levels,
9
<PAGE>
statistical comparisons with prior year periods further reflects an industry
wide slowdown that negatively affected the first two quarters of fiscal year
1997.
The Company estimates that shipments made during the second quarter of
fiscal 1998 were for use in the following end-market applications: 48% computer,
15% communications, 12% industrial, 14% military and aerospace and 11% for
foundry services. While sales for computer related applications continues to
represent the largest market segment, the Company has successfully diversified
computer related applications and end customers. Sales to communications
customers has increased due to demand for the Company's line of transient
voltage suppressors (TVS) used in datacommunications and telecommunications
applications. Efforts are underway to increase sales to communications
customers beyond just TVS devices.
Semtech has aggressively pursued opportunities in several markets designed
to grow revenues and establish market share for power management and protection
products. Some of the new products designed for use in the power management
area are industry standard parts. Industry standard parts are comparable in
function to other devices and have multiple manufactures of the part.
Proprietary or limited sources products tend to have distinguishable features
and one or limited manufacturing sources. Semtech estimates that approximately
25% of its net sales are derived from proprietary or limited source products.
The TVS product line constitutes the largest percentage of the Company's
proprietary parts. Ongoing design efforts are designed to increase the number
of proprietary parts due to their resilient demand and generally higher margin
contribution.
Shipments to customers located in the Asia-Pacific region were 30% of the
net sales for fiscal 1998's second quarter, which equaled the 30% of net sales
the region represented in the comparable quarter of last year. Sales to
European customers was 14% of total sales for the second quarter of both fiscal
year 1998 and fiscal year 1997.
New orders received during the second quarter were more than net shipments,
resulting in a book-to-bill ratio of greater than 1 to 1. The book-to-bill
ratio for the comparable three month period last year was less than 1 to 1 and
reflected the slowdown that widely affected the semiconductor industry.
Orders for the three and six months ended August 3, 1997 were benefited by
strong demand for the Company's TVS product line and solid business conditions
for power products and the Company's older base business. Customer demand and
related trend of new orders improved throughout the second quarter. The final
month of the second quarter represented the strongest of the three months in the
quarter. For both the first and second quarters of fiscal 1998, orders for TVS
products represent the strongest relative growth in comparison to the prior
year.
In addition to positive new order trends, the Company has seen increased
design win activities associated with the introduction of new products. For the
first six months of fiscal 1998, Semtech introduced twelve new product families
and two custom products. Design wins and in some cases production orders for
new products introduced in the last 180 days has continued to grow. New
products have been focused at increasing the Company's market share and growing
overall end market applications.
10
<PAGE>
COSTS AND EXPENSES -
COST OF GOODS SOLD -
Gross profit margins as a percentage of net sales was 46% in the second
quarter of fiscal 1998, compared to 40% in the same period last year. For the
six months ended August 3, 1997 and July 28, 1996, gross margins were 45% and
41%, respectively. The improvement in gross margins is attributed to increased
operating efficiencies associated with higher shipment levels and higher revenue
contribution from higher margin new products. Decreases in the average selling
of certain industry standard products experienced during the first half of
fiscal 1998 have been partially offset by reduce manufacturing costs per unit.
Continued efforts are being made to further reduce cost on existing products as
well as to increase emphasis on new product sales that typically command much
higher gross profit margins.
Future gross margin performance will be affected by the above noted changes
as well as shipment rates, product mix, productivity levels and price changes.
Average selling prices, capacity utilization and shipment rates for new products
will continue to have the most significant impact on margins.
OPERATING EXPENSES -
Operating costs and expenses were at 24% of net sales in the second quarter
of fiscal 1998, which compared to the 26% in the second quarter of fiscal 1997.
Operating expenses for the first half of fiscal 1998 were at 24% of net sales
versus 25% in the first six months of fiscal 1997. While operating expenses
improved as a percentage of net sales, absolute dollar spending did increase.
The Company has added a significant number of key employees and related
infrastructure over the last twelve months designed to support the long-term
growth of the Company.
In May 1996, the Company opened a design center at its Santa Clara,
California facility. Since the opening of the design center, the Company has
aggressively pursued additional design, applications and marketing talent needed
to foster new product development. Added headcount and overall support of
development will continue to result in higher research and development (R&D)
spending levels. The Company hopes to offset some of the increased R&D expense
with decreased expenses as a percentage of sales in general and administrative
activities. Such a percentage decrease in operating expenses other than R&D
will be dependent on the Company's ability to grow revenues.
For the first six months of fiscal year 1998, the Company has added a
significant amount of technical resources, including the addition of seven
designers, seven field applications engineers and several key strategic
marketing and operations individuals. Additional key personal hires are
expected as the Company continues to support strategic objectives.
OTHER -
Interest and other income of $76,000 was realized in the quarter ended
August 3, 1997, compared to interest and other expense of $1,000 in the prior
year's second quarter. For the six month periods ended August 3, 1997 and July
28, 1996, $110,000 and $14,000 of interest and other income, respectively, was
realized. Other income and expenses for all periods is primarily interest
income and expense.
11
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
The Company is involved in legal matters which are routine to the
nature of its business. Management is of the opinion that the ultimate
resolution of all such matters will not have a material adverse effect on the
accompanying consolidated condensed financial statements.
Item 2. Changes in Securities
---------------------
Not applicable.
Item 3. Defaults upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The 1997 Annual Meeting of Shareholders of the Company was duly held on June
5, 1997.
(b) Inapplicable, as (i) proxies for the meeting were solicited pursuant to
Regulation 14 under the Act; (ii) there was no solicitation in opposition to
the management's nominees as listed in the Proxy Statement; and (iii) all of
such nominees were duly elected.
(c) Other matters voted upon at the meeting (i) Amendment of the Company's 1994
Long-term Stock Incentive Plan in which there were 3,061,702 affirmative
votes, 1,024,288 negative votes, and 28,448 abstaining votes (ii) Amendment
to the Company's Certificate of Incorporation to (a) increase the number of
authorized shares and (b) authorization of a new class of shares, in which
there were 3,124,233 affirmative votes, 1,015,981 negative votes, and 15,640
abstaining votes and (iii) Amendment to the Company's Certificate of
Incorporation to eliminate cumulative voting for the election of Directors
in which there were 3,369,342 affirmative votes, 531,291 negative votes, and
213,805 abstaining votes.
(d) Not applicable
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
11.1 -Computation of per share earnings - See Note 2 of Notes to
Consolidated Condensed Financial Statements.
27 -Financial Data Schedule, Article 5
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the six months ended August 3,
1997.
12
<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.
SEMTECH CORPORATION
-------------------
Registrant
Date: September 17, 1997 /s/ John D. Poe
--------------------------------
John D. Poe
President and
Chief Executive Officer
Date: September 17, 1997 /s/ David G. Franz, Jr.
--------------------------------
David G. Franz, Jr.
Vice President Finance, Chief
Financial Officer, and
Secretary
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST
3, 1997, WHICH ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE FORM 10-Q
FILING AND FORM 10-K FOR THE YEAR ENDED JANUARY 26, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-1-1998
<PERIOD-START> APR-28-1997
<PERIOD-END> AUG-3-1997
<CASH> 11,984
<SECURITIES> 725
<RECEIVABLES> 10,093
<ALLOWANCES> 0
<INVENTORY> 15,497
<CURRENT-ASSETS> 39,642
<PP&E> 10,362
<DEPRECIATION> 0
<TOTAL-ASSETS> 50,274
<CURRENT-LIABILITIES> 8,920
<BONDS> 0
0
0
<COMMON> 77
<OTHER-SE> 40,255
<TOTAL-LIABILITY-AND-EQUITY> 50,274
<SALES> 21,634
<TOTAL-REVENUES> 21,634
<CGS> 11,750
<TOTAL-COSTS> 11,750
<OTHER-EXPENSES> 4,671
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11
<INCOME-PRETAX> 4,747
<INCOME-TAX> 1,567
<INCOME-CONTINUING> 3,180
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,180
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
