<PAGE> 1
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 Period Ended AUGUST 29, 1997
---------------
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 -25068 .
HASKEL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4107640
---------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 EAST GRAHAM PLACE
BURBANK, California 91502
------------------- -----
(Address of principal executive offices) (Zip Code)
(818) 843 - 4000
----------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------
(Former name, address and former fiscal year, if changed since last report)
Indicated 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 periods 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 [ ]
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceeding Five Years
Indicated by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes [ ] No [ ].
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
AS OF SEPTEMBER 24, 1997 THE REGISTRANT HAD 4,718,630 SHARES OF CLASS A COMMON
STOCK, AND 40,000 SHARES OF CLASS B COMMON STOCK OUTSTANDING.
<PAGE> 2
INDEX
HASKEL INTERNATIONAL, INC.
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets - May 31, 1997 and August 29, 1997 ....................................... 3
Consolidated statements of income - Three months ended August 31, 1996 and
August 29, 1997 .................................................................................. 5
Consolidated statements of cash flows - Three months ended August 31, 1996 and
August 29, 1997 .................................................................................. 6
Notes to consolidated financial statements - August 29, 1997 ......................................... 7
Item 2. Management's discussion and analysis of financial condition and results of operations ........... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ................................................................ 11
</TABLE>
2
<PAGE> 3
HASKEL INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MAY 31, AUGUST 29,
1997 1997
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,490,000 $ 7,125,000
Accounts receivable, net 11,751,000 11,157,000
Inventories 10,335,000 10,778,000
Prepaid expenses and other current assets 942,000 1,065,000
Deferred income taxes 1,419,000 1,417,000
----------- -----------
TOTAL CURRENT ASSETS 32,937,000 31,542,000
PROPERTY, PLANT & EQUIPMENT, Net 5,376,000 5,688,000
GOODWILL, Net 698,000 712,000
DEFERRED INCOME TAXES 2,156,000 2,149,000
OTHER ASSETS 65,000 49,000
----------- -----------
TOTAL $41,232,000 $40,140,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
HASKEL INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
MAY 31, AUGUST 29,
1997 1997
----------- ------------
<S> <C> <C>
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 978,000 $ 975,000
Accounts payable 4,070,000 3,545,000
Dividends payable 335,000 333,000
Accrued liabilities 3,249,000 1,822,000
Income taxes payable 210,000 834,000
----------- ------------
TOTAL CURRENT LIABILITIES 8,842,000 7,509,000
LONG-TERM DEBT 1,401,000 1,187,000
OTHER ACCRUED LIABILITIES 2,322,000 2,314,000
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred Stock: 2,000,000 shares authorized;
none issued and outstanding
Common Stock:
Class A, without par value; 20,000,000 shares
authorized; 4,748,230 and 4,753,630 issued
and outstanding at May 31, 1997 and
August 29, 1997, respectively 13,855,000 13,903,000
Class B, without par value; 40,000 shares
authorized, issued and outstanding at
May 31, 1997 and August 29, 1997 19,000 19,000
Retained Earnings 14,733,000 15,515,000
Cumulative foreign currency translation adjustment 60,000 (307,000)
----------- ------------
TOTAL SHAREHOLDERS' EQUITY 28,667,000 29,130,000
----------- ------------
TOTAL $41,232,000 $ 40,140,000
=========== ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
HASKEL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31, AUGUST 29,
1996 1997
------------ ------------
<S> <C> <C>
SALES $ 12,215,000 $ 12,518,000
COST OF SALES 6,635,000 6,547,000
------------ ------------
GROSS PROFIT 5,580,000 5,971,000
EXPENSES:
Selling 1,805,000 1,952,000
General and administrative 1,896,000 1,936,000
Engineering design, research
and development 212,000 278,000
------------ ------------
Total 3,913,000 4,166,000
------------ ------------
OPERATING INCOME 1,667,000 1,805,000
OTHER INCOME 59,000 87,000
------------ ------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 1,726,000 1,892,000
PROVISION FOR INCOME TAXES 704,000 777,000
------------ ------------
INCOME FROM CONTINUING OPERATIONS 1,022,000 1,115,000
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES (300,000)
------------ ------------
NET INCOME $ 722,000 $ 1,115,000
============ ============
INCOME (LOSS) PER SHARE:
Continuing operations $ 0.21 $ 0.22
Discontinued operations (0.06)
------------ ------------
Total $ 0.15 $ 0.22
============ ============
DIVIDEND PER SHARE $ 0.07 $ 0.07
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING 4,803,214 5,110,781
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
HASKEL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31, AUGUST 29,
1996 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by continuing operations $ 668,000 $ 264,000
Net cash (used in) provided by discontinued operations 210,000 (160,000)
----------- -----------
Net cash provided by operating activities 878,000 104,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (600,000) (603,000)
Proceeds from sale of property 51,000
Acquisitions (net of cash and cash equivalents acquired) (791,000)
----------- -----------
Net cash used in investing activities (1,340,000) (603,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (212,000) (217,000)
Proceeds from issuance of common stock 22,000 48,000
Dividends declared (331,000) (333,000)
----------- -----------
Net cash used in financing activities (521,000) (502,000)
----------- -----------
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS 15,000 (364,000)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (968,000) (1,365,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,239,000 8,490,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,271,000 $ 7,125,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION:
Cash paid for:
Interest
Continuing operations $ 1,000 $ 38,000
=========== ===========
Discontinued operations $ 53,000 $ 8,000
=========== ===========
Income taxes $ 406,000 $ 73,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES -
On June 3, 1996, the Company's foreign subsidiary, Haskel Energy Systems,
Limited ("HESL"), acquired all of the outstanding stock of Hydraulic
Mobile Equipment Limited ("HME") for $851,000 ($814,000 in cash and
$37,000 in acquisition costs) plus liabilities
Fair value of assets acquired $ 1,067,000
Cash paid (851,000)
-----------
Liabilities assumed $ 216,000
===========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
PART I. FINANCIAL INFORMATION
HASKEL INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited 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 (which
comprise only normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the period ended August
29, 1997 are not necessarily indicative of the results that may be expected for
the year ending May 29, 1998. For further information, refer to the consolidated
financial statements and notes thereto for the year ended May 31, 1997.
NOTE B - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
May 31, August 29,
1997 1997
----------- -----------
<S> <C> <C>
Raw Materials $ 3,029,000 $ 2,727,000
Work in Process 1,697,000 1,982,000
Finished Products 5,609,000 6,069,000
----------- -----------
$10,335,000 $10,778,000
=========== ===========
</TABLE>
NOTE C - CHANGE IN ACCOUNTING PERIODS
Effective June 1, 1997, the Company changed its accounting period for financial
statement purposes from a calendar year to a 52/53 week fiscal year. Beginning
with fiscal year 1998, the Company's fiscal year will end on the Friday closest
to May 31. Interim fiscal quarters end on the Friday closest to the calendar end
of August, November and February of each year. This change will not have a
significant impact on the consolidated financial results or financial position
of the Company.
NOTE D - EARNINGS PER SHARE
In December 1997, the Company is required to adopt Statement of Financial
Accounting Standards ("SFAS") No. 128, Earnings Per Share. SFAS No. 128 requires
the Company to disclose a basic and diluted earnings per share calculation.
Basic earnings per share (EPS) exclude common stock equivalents, while diluted
EPS calculations generally include the effect of these common stock equivalents.
7
<PAGE> 8
PART I. FINANCIAL INFORMATION
HASKEL INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE D - EARNINGS PER SHARE (CONTINUED)
The Company will adopt the provisions of SFAS No. 128 in the third quarter of
fiscal year 1998. EPS amounts calculated under SFAS No. 128 would be as follows:
<TABLE>
<CAPTION>
Three Months Ended
August 31, August 29,
1996 1997
--------- ---------
<S> <C> <C>
Earnings Per Share:
Continuing Operations:
Basic $ 0.22 $ 0.23
Fully Diluted $ 0.21 $ 0.22
Discontinued Operations:
Basic $ (0.06)
Fully Diluted $ (0.06)
Net Income:
Basic $ 0.16 $ 0.23
Fully Diluted $ 0.15 $ 0.22
</TABLE>
NOTE E - DISCONTINUED OPERATIONS
In fiscal year 1997, the Company decided to sell or discontinue its electronic
products distribution business. Accordingly, the electronic products business
has been treated as a discontinued segment, and the prior financial results have
been restated to segregate the effect of these operations. Since the expected
market value of the net assets of the business was equal to the expected costs
to dispose of the business, there are no net assets held for sale of the
business shown in the consolidated balance sheet.
The loss from discontinued operations reflected in the accompanying consolidated
statements of operations for the three months ended August 31, 1996 are net of
the related income tax benefit of $174,000. Sales from these operations for this
same period were $1,073,000. The operating results for the discontinued
operations for the three months ended August 29, 1997 approximated amounts
estimated and reserved for in the loss on disposal of the segment recorded in
fiscal year 1997.
In September 1997, the Company sold its electronic products business for its
approximate net asset value. The Company has not yet determined the final impact
the sale will have on its financial statements; however, management believes
that provisions made in fiscal year 1997 on the loss on disposal of the business
remain appropriate and no material effect on the financial statements is
anticipated.
8
<PAGE> 9
HASKEL INTERNATIONAL, INC.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Report may contain forward-looking statements that involve risks and
uncertainties. The Company's actual results and timing of certain events could
differ materially from those discussed in any forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, the integration of acquired operations, management of growth and
other factors.
DISCONTINUED OPERATIONS
In fiscal year 1997, the Company decided to sell or discontinue its electronic
products distribution business. Accordingly, the electronic products business
has been treated as a discontinued segment, and the prior financial results have
been restated to segregate the effect of these operations. The loss from
discontinued operations for the three months ended August 31, 1996 was $300,000
which included $240,000 in restructuring costs. The operating results for the
discontinued operations for the three months ended August 29, 1997 were
previously provided for in the Company's reserve for loss on disposal of the
segment in fiscal year 1997.
RESULTS OF CONTINUING OPERATIONS
Sales for the quarter ended August 29, 1997 increased $303,000, or 2.5%, to
$12,518,000, as compared with sales of $12,215,000 for the same period in the
prior year. The increased sales are the result of expanded marketing efforts on
a worldwide basis, especially within the Southeast Asian region, partially
offset by a sales decline of approximately $450,000 resulting from the Company's
decision to eliminate the distribution of third party products in the Western
United States.
Gross profit for the quarter ended August 29, 1997 increased $391,000 to
$5,971,000, or 47.7 % of sales, as compared with gross profit of $5,580,000, or
45.7% of sales, for the same period in fiscal year 1997. The gross profit as a
percentage of sales for the three months ended August 31, 1997 increased
compared to the prior year principally as a result of the elimination of
lower-margin third party product sales and from improved manufacturing processes
and lower material costs.
Selling, general and administrative, and engineering ("operating") expenses
increased $253,000 to $4,166,000, or 33.3% of sales, for the quarter ended
August 29, 1997 as compared to $3,913,000, or 32.0% of sales, for the comparable
period in fiscal year 1997. Approximately $220,000 of the increase is
attributable to activities of businesses acquired and new offices established.
The remaining increase in operating costs is the result of increased expenses to
support the Company's growth.
9
<PAGE> 10
HASKEL INTERNATIONAL, INC.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ( CONTINUED)
Income from continuing operations for the quarter ended August 29, 1997
increased $93,000 or 9.1% to $1,115,000 (8.9% of sales) as compared with
$1,022,000 (8.4% of sales) for the comparable prior period. The increase in
income from continuing operations is due to the increase in sales levels and
improvement in gross margins as discussed above.
LIQUIDITY AND SOURCES OF CAPITAL
For the quarter ended August 29, 1997, net cash provided by operating activities
included $264,000 from continuing operations as compared to $668,000 for the
same period in the prior year. The decrease in cash provided by operating
activities was principally due to the payment of accrued liabilities in the
first quarter of fiscal year 1998. Net cash of $160,000 was used in discontinued
operations in the first quarter of fiscal year 1997 as compared to net cash
provided by discontinued operations of $210,000 in the prior year.
During the quarter ended August 29, 1997, cash used for investing activities
consisted of capital expenditures. During the quarter ended August 31, 1996,
cash used in investing activities consisted primarily of capital expenditures
and cash used to purchase a new subsidiary. Cash used in financing activities
for the quarters ended August 29, 1997 and August 31, 1996 consisted principally
of payments on long-term debt and dividends paid to shareholders.
To insure the availability of funds to meet its various needs, the Company has a
comprehensive credit facility with its bank. The credit facility includes a
$5,000,000 revolving line of credit; a $4,000,000 acquisition line of credit
available for use in making acquisitions or capital expenditures; and a
$3,000,000 term loan. At August 29, 1997, the Company had no outstanding
balances under the revolving credit or acquisition lines. As of August 29, 1997,
the balance of the term debt was $1,761,000, which bears interest at the LIBOR
rate plus 1-3/4 % (7.5625% at August 29, 1997.)
As of August 29, 1997, the Company had $7,125,000 in cash and cash equivalents,
and working capital of $24,033,000, with a ratio of current assets to current
liabilities of approximately 4.2 : 1. This compares with cash and cash
equivalents of $8,490,000, and working capital of $24,095,000, with a ratio of
current assets to current liabilities of 3.7 : 1 as of May 31, 1997. The Company
believes it has adequate resources to achieve its operating goals for at least
the next 12 month period.
10
<PAGE> 11
HASKEL INTERNATIONAL, INC.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (numbered in accordance with Item 601 of Regulation S-K):
10.26 Sixth Amendment dated as of September 15, 1997 to Loan
Agreement between the Company and Union Bank.
11.1 Statement Re: Computation of Earnings Per Share
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the fiscal quarter covered by
this report on Form 10-Q.
11
<PAGE> 12
HASKEL INTERNATIONAL, INC.
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.
HASKEL INTERNATIONAL, INC.
(REGISTRANT)
DATE 10-10-97
----------------------------- ------------------------------------
R. Malcolm Greaves
President & Chief Executive Officer
DATE 10-10-97
----------------------------- ------------------------------------
Lonnie D. Schnell
Chief Financial Officer
12
<PAGE> 1
[UNION BANK LOGO]
EXHIBIT 10.26
SIXTH AMENDMENT
TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this "Sixth Amendment") dated as of
September 15, 1997, is made and entered into by and between HASKEL
INTERNATIONAL, INC., a California corporation ("Borrower"), and UNION BANK OF
CALIFORNIA, N.A.
RECITALS:
A. Borrower and Bank are parties to that certain Loan Agreement dated
February 21, 1995 (the "Agreement"), pursuant to which Bank agreed to extend
credit to Borrower and amendments thereto dated August 30, 1995, February 13,
1996, April 16, 1996, November 15, 1996 and February 4, 1997.
B. Borrower and Bank desire to amend the Agreement subject to the terms
and conditions of this Sixth Amendment.
AGREEMENT:
In consideration of the above recitals and of the mutual covenants and
conditions contained herein, Borrower and Bank agree as follows:
1. Defined Terms. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned thereto in the Agreement.
2. Amendments to the Agreement.
(a) Section 2.2 Guaranty of the Agreement is hereby deleted in its
entirety.
3. Effectiveness of the Sixth Amendment: This Sixth Amendment shall become
effective as of the date hereof when, and only when, Bank shall have received
all of the following, in form and substance satisfactory to Bank:
(a) The counterpart of this Sixth Amendment, duly executed by
Borrower;
(b) The n/a Note, duly executed by Borrower;
(c) The duly executed Continuing Guaranty of n/a ;
(d) The Security Agreement, duly executed by n/a ;
(e) The $ n/a fee in connection with this Sixth Amendment; and,
(f) Such other documents, instruments or agreements as Bank may
reasonably deem necessary.
4. Ratification. Except as specifically amended herein above, this
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
5. Representation and Warranties. Borrower represents and warrants as
follows:
(a) Each of the representations and warranties contained in the
Agreement, as may be amended hereby, is hereby reaffirmed as of the date
hereof, each as if set forth herein;
(b) The execution, delivery and performance of the Sixth Amendment
and any other instruments or documents in connection herewith are within
Borrower's power, have been duly authorized, are legal, valid and binding
obligations of Borrower,
9/2/96 -1-
<PAGE> 2
and are not in conflict with the terms of any charter, bylaw, or other
organization papers of Borrower or with any law, indenture, agreement or
undertaking to which Borrower is a party or by which Borrower is bound or
affected;
(c) No event has occurred and is continuing or would result from
this Sixth Amendment which constitutes or would constitute an Event of Default
under the Agreement.
6. Governing Law. This Sixth Amendment and all other instruments or
documents in connection herewith shall be governed by and construed according
to the laws of the State of California.
7. Counterparts. This Sixth Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
WITNESS the due execution hereof as of the date first above written.
HASKEL INTERNATIONAL, INC. UNION BANK OF CALIFORNIA, N.A.
By: /s/ LONNIE SCHNELL By: /s/ CATHY ABE
----------------------------- ------------------------------
Title: Chief Financial Officer Title: VP
-------------------------- ---------------------------
By: By:
----------------------------- ------------------------------
Title: Title:
-------------------------- ---------------------------
-2-
<PAGE> 1
EXHIBIT 11.1
HASKEL INTERNATIONAL, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31, AUGUST 29,
1996 1997
------------- -------------
Primary & Primary &
Fully Diluted Fully Diluted
------------- -------------
<S> <C> <C>
Primary and Fully Diluted Earnings
Income from continuing operations .................................. $ 1,022,000 $ 1,115,000
Loss from discontinued operations, net of taxes .................... (300,000)
------------- -------------
Net income ......................................................... $ 722,000 $ 1,115,000
============= =============
Weighted average number of shares outstanding .......................... 4,731,550 4,791,023
Dilutive effect of stock options and warrants .......................... 71,664 319,758
------------- -------------
Number of shares used to compute primary and
fully diluted earnings per share ..................................... 4,803,214 5,110,781
============= =============
Primary and Fully Diluted Earnings per Share
Income from continuing operations .................................. $ 0.21 $ 0.22
Loss from discontinued operations, net of taxes .................... (0.06)
------------- -------------
Net income ......................................................... $ 0.15 $ 0.22
============= =============
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM HASKEL
INTERNATIONAL INC'S CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF
INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-29-1998
<PERIOD-END> AUG-29-1997
<CASH> 7,125
<SECURITIES> 0
<RECEIVABLES> 11,607
<ALLOWANCES> 450
<INVENTORY> 10,778
<CURRENT-ASSETS> 31,542
<PP&E> 11,278
<DEPRECIATION> 5,590
<TOTAL-ASSETS> 40,140
<CURRENT-LIABILITIES> 7,509
<BONDS> 0
0
0
<COMMON> 13,922
<OTHER-SE> (307)
<TOTAL-LIABILITY-AND-EQUITY> 40,140
<SALES> 12,518
<TOTAL-REVENUES> 12,518
<CGS> 6,547
<TOTAL-COSTS> 6,547
<OTHER-EXPENSES> 4,166<F1>
<LOSS-PROVISION> (31)
<INTEREST-EXPENSE> 38
<INCOME-PRETAX> 1,892
<INCOME-TAX> 777
<INCOME-CONTINUING> 1,115
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,115
<EPS-PRIMARY> .22<F2>
<EPS-DILUTED> .22<F2>
<FN>
<F1>Other expenses are comprised of selling, general and administrative,
engineering design, research and development.
<F2>Fully diluted earnings per share is not disclosed in the Company's consolidated
financial statements since the maximum dilutive effect is not material.
</FN>
</TABLE>
