================================================================================
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 AND EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-24966
Orbit Semiconductor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-2627385
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
169 Java Drive, Sunnyvale, California 94089
(Address and principal offices) (Zip Code)
Registrant's telephone number, including area code : (408) 744-1800
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
At March 31, 1996, there were 7,401,214 shares of the Registrant's
Common Stock issued and outstanding.
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<PAGE>
ORBIT SEMICONDUCTOR, INC.
<TABLE>
This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements. Statements looking forward in time are included in
this Form 10-Q pursuant to the "safe harbor" provision of the Private Securities
Litigation Reform Act of 1995. They involve known and unknown risks and
uncertainties that may cause the Company's actual results in future periods to
be materially different from any future performance suggested herein. Further,
the Company operates in an industry sector where securities may be volatile and
may be influenced by economic and other factors beyond the Company's control. In
the context of forward-looking information provided in this Form 10-Q and in
other reports, please refer to the discussion of risk factors detailed in, as
well as the other information contained in, the Company's filings with the
Securities and Exchange Commission during the past 12 months.
<CAPTION>
INDEX PAGE NO.
----- ----
<S> <C> <C>
PART 1. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements 3
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and 8
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Securityholders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item I - Financial Statements
<TABLE>
ORBIT SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Ended
-----------------------------
March 31, March 31,
(Unaudited; In Thousands, Except Per Share Amounts) 1996 1995
-------------- -------------
<S> <C> <C>
Revenues:
Revenues...................................................................... $13,767 $13,484
Revenues from related party.................................................. 731 1,445
-------------- -------------
Total...................................................................... 14,498 14,929
Cost of sales................................................................... 9,269 8,413
-------------- -------------
Gross margin.................................................................... 5,229 6,516
-------------- -------------
Operating expenses:
Research and development...................................................... 1,742 1,293
Selling, general and administrative........................................... 2,855 2,530
-------------- -------------
Total...................................................................... 4,597 3,823
-------------- -------------
Income from operations.......................................................... 632 2,693
Other income/(expense):
Interest income............................................................... 190 202
Interest expense.............................................................. (245) (90)
Minority interest in loss of subsidiary....................................... 3 3
-------------- -------------
Total...................................................................... (52) 115
-------------- -------------
Income before income taxes and extraordinary item............................... 580 2,808
Provision for income taxes...................................................... 175 1,027
-------------- -------------
Income before extraordinary item................................................ 405 1,781
Extraordinary gain from early retirement of debt (net of income taxes of $119).. 201 -
============== =============
Net income...................................................................... $606 $1,781
============== =============
Per share data:
Income before extraordinary item............................................. $0.05 $0.21
Extraordinary gain from early retirement of debt.............................. 0.02 -
============== =============
Net income.................................................................... $0.07 $0.21
============== =============
Weighted average common and common
equivalent shares outstanding................................................. 8,872 8,685
============== =============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
ORBIT SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
Mar. 31, Dec. 31,
(In Thousands) 1996 1995
------------- -------------
(unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents..................................................... $9,711 $10,671
Accounts receivable, less allowance of $397 in 1996 and 1995................. 9,720 10,425
Accounts receivable from related party........................................ 326 732
Inventories................................................................... 9,253 8,123
Prepaid expenses and other assets............................................ 845 388
Note receivable from related party........................................... - 1,000
Deferred income taxes......................................................... 1,236 1,236
------------- -------------
Total current assets....................................................... 31,091 32,575
Property and Equipment - net................................................... 24,922 24,582
Goodwill - net................................................................. 1,741 1,847
Other Assets.................................................................... 255 338
============= =============
Total........................................................................... $58,009 $59,342
============= =============
Liabilities and Stockholders' Equity
Current Liabilities:
Trade payables............................................................... $5,278 $5,241
Accounts payable to related party............................................ 276 425
Current portion of long-term obligations..................................... 2,728 2,769
Accrued salaries, commission and benefits..................................... 1,287 918
Other accrued liabilities..................................................... 1,140 1,110
Income taxes payable.......................................................... 247 -
------------- -------------
Total current liabilities................................................... 10,956 10,463
Long-Term Obligations........................................................... 8,792 11,601
Deferred Income Taxes........................................................... 402 402
Minority Interest............................................................... 6 9
Stockholders' Equity:
Common stock: $0.001 par value; 20,000 shares authorized; 7,401 and
7,315 shares outstanding in 1996 and 1995, respectively...................... 22,798 22,425
Deferred stock compensation.................................................. (22) (29)
Retained earnings............................................................ 15,077 14,471
------------- -------------
Total stockholders' equity.................................................. 37,853 36,867
============= =============
Total........................................................................... $58,009 $59,342
============= =============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
4
<PAGE>
<TABLE>
ORBIT SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended
-----------------------------
March 31, March 31,
(Unaudited; In Thousands) 1996 1995
------------ ------------
<S> <C> <C>
Increase (Decrease) In Cash and Cash Equivalents:
Operating Activities:
Net income.................................................................... $ 606 $ 1,781
KMOS Semiconductor net income for the five months ended May 31, 1995.......... - (430)
Extraordinary gain from early retirement of debt (201) -
Adjustments to reconcile to net cash provided by operating activities:
Deferred income taxes....................................................... - (56)
Depreciation and amortization............................................... 1,115 430
Amortization of deferred stock compensation................................. 7 3
Minority interest in loss of subsidiary..................................... (3) (3)
Changes in:
Accounts receivable...................................................... 1,111 (777)
Inventories............................................................... (457) 131
Trade payables............................................................ (112) 409
Accrued liabilities....................................................... 411 (32)
Income taxes payable...................................................... 128 620
------------ ------------
Net cash provided by operating activities............................... 1,475 1,815
------------ ------------
Investing Activities:
Maturities of short-term investments.......................................... - 4,845
Acquisition of property and equipment......................................... (1,349) (2,088)
Decrease in other assets...................................................... 83 32
------------ ------------
Net cash (used for)/provided by investing activities.................... (1,266) 2,789
------------ ------------
Financing Activities:
Bank notes payable borrowings................................................. - 392
Bank notes payable repayments................................................. (113) (572)
Repayment of OIC royalty obligation........................................... (1,815) -
Repayments of note receivable................................................. 1,000 -
Repayment of capital lease obligations........................................ (614) (981)
Employee stock purchase plan and exercise of stock options.................... 373 3
------------ ------------
Net cash used for financing activities.................................. (1,169) (1,158)
------------ ------------
Increase in Cash and Cash Equivalents........................................... (960) 3,446
Cash and Cash Equivalents:
Beginning of period........................................................... 10,671 7,798
============ ============
End of period................................................................. $ 9,711 $11,244
============ ============
Supplemental disclosures of cash flow information:
Acquisition of equipment under capital lease.................................. $ - $ 842
============ ============
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
5
<PAGE>
ORBIT SEMICONDUCTOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 QUARTERLY FINANCIAL STATEMENTS
The condensed consolidated financial statements for the three months
ended March 31, 1996 and 1995 are unaudited but include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of financial position and results
of operations of the Company for interim periods. The results of operations for
the three months ended March 31, 1996 are not necessarily indicative of the
operating results to be expected for the full year. The information included in
this report should be read in conjunction with the Company's annual consolidated
financial statements and notes thereto for the year ended December 31, 1995, and
other information included in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission.
On June 28, 1995, the Company entered into an Agreement and Plan of
Merger with KMOS and Orbit Acquisition, Inc. (Orbit Acquisition), a wholly-owned
subsidiary of the Company, providing for the merger of Orbit Acquisition with
and into KMOS, with KMOS being the surviving corporation in the merger and
becoming a wholly-owned subsidiary of the Company. In connection with the
merger, the Company issued 778,279 shares of its common stock in exchange for
all of the issued and outstanding KMOS common stock and converted all
outstanding options to purchase KMOS common stock at the exchange ratio of
0.044473 shares of Orbit common stock for each share of KMOS common stock into
options to purchase 221,721 shares of Orbit common stock. KMOS is in the
business of designing, developing and marketing high-performance mixed-signal
(analog/digital) application specific integrated circuits. The merger has been
accounted for as a pooling of interests and, accordingly, the consolidated
financial statements for all periods prior to the merger have been restated to
reflect the combined operations of the two companies. The table below shows the
composition of unaudited combined net revenues and net income for the pre-merger
period indicated.
Three
Months
Ended
Mar. 31,
1995
------------
Revenues:
Orbit................................................ $13,092
KMOS................................................. 1,996
Elimination of intercompany sales.................... (159)
------------
Combined............................................. $14,929
============
Net Income:
Orbit................................................ $1,556
KMOS................................................. 225
------------
Combined............................................. $1,781
============
6
<PAGE>
ORBIT SEMICONDUCTOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 INVENTORIES
Inventories consist of (in thousands):
Mar.31, Dec. 31,
1996 1995
------------ ------------
Raw materials............................ $1,424 $1,363
Work in progress......................... 5,846 5,597
Finished goods........................... 1,983 1,163
------------ ------------
Total.................................... $9,253 $8,123
============ ============
NOTE 3 NET INCOME PER SHARE
Net income per share is based on the weighted average number of common
and dilutive common equivalent shares outstanding during the period and shares
issuable upon conversion of KMOS convertible shareholders notes and Orbit Israel
shares. Common equivalent shares include common stock options and warrants
(using the treasury stock method) and shares subscribed under the Employee Stock
Purchase Plan.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
General
Orbit provides semiconductor design, manufacturing and engineering
support services that allow system designers to manage effectively application
specific integrated circuit ("ASIC") development, production, scheduling and
inventory control. In 1991, the Company made a strategic decision to emphasize
its higher-margin manufacturing programs and to develop a new program to address
the need for more cost-effective development and production of gate arrays. In
late 1992, the Company introduced its ENCORE! program, which includes internally
developed software that permits Orbit to convert the netlist circuit design of
customer-designed ASICs into an Orbit gate array at low non-recurring
engineering charges. In June 1995, the Company further developed its gate array
program through its merger with KMOS Semiconductor, Inc. ("KMOS"), a fabless
gate array company that offers open-market design services of high-performance
mixed-signal (analog/digital) ASICs. Both the gate array programs (comprising
the ENCORE! program and the KMOS mixed-signal gate array program) and the
Company's high margin contract manufacturing program, which includes the High
Reliability Contract Manufacturing program, have generally achieved a higher
gross margin percentage than the Company's other manufacturing programs.
As discussed in the notes to the condensed consolidated financial
statements, the Company has accounted for its merger with KMOS as a pooling of
interests and, accordingly, all financial information has been restated to
reflect the combined operations of the two companies.
Results of Operations
<TABLE>
The following table sets forth certain operational data both as
percentages of quarterly revenues and as percentage changes from the prior
quarter's results:
<CAPTION>
Three Months Ended March
31,
-----------------------------------------
Percentage of Quarter-To-
Revenues Quarter
-------------------------- Change
1995
1996 1995 to 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues......................................... 100.0% 100.0% (2.9%)
Cost of sales.................................... 63.9% 56.4% 10.5%
----------- -----------
Gross margin..................................... 36.1% 43.6% (13.3%)
----------- -----------
Operating expenses:
Research and development....................... 12.0% 8.7% 34.7%
Selling, general and administrative............ 19.7% 16.9% 12.8%
----------- -----------
Total operating expenses....................... 31.7% 25.6% 47.5%
----------- -----------
Income from operations........................... 4.4% 18.0% (77.3%)
Interest income/(expense) and other, net......... 0.4% 0.8% 133.0%
----------- -----------
Income before income taxes and extraordinary item 4.0% 18.8% (68.7%)
Provision for income taxes....................... 1.2% 6.9% (71.4%)
----------- -----------
Income before extraordinary item................. 2.8% 11.9%
Extraordinary gain from early retirement of debt. 1.4% -
=========== ===========
Net income....................................... 4.2% 11.9% (67.2%)
=========== ===========
</TABLE>
8
<PAGE>
<TABLE>
The following table details revenues, gate array revenues and gate
array revenues as a percentage of total revenues (dollars in thousands):
<CAPTION>
Three months ended March 31,
--------------------------------------------
Quarter-To-
Quarter
Change
1995
1996 1995 to 1996
------------ ------------ ------------
<S> <C> <C> <C>
Revenues............................................... $14,498 $14,929 (2.9%)
============ ============
Gate array revenues.................................... $9,472 $5,527 64.4%
============ ============
Gate array revenues as a percentage of revenues........ 65.3% 37.0%
============ ============
</TABLE>
Revenues - Orbit derives revenues from the sale of integrated circuit
products manufactured pursuant to customer orders and specifications. The
Company reported revenues for the first quarter of 1996 of $14.5 million,
representing a decrease of 3% from $14.9 million for the first quarter of 1995.
Of this decrease in revenues, $4.3 million was attributable to the Company's
high margin contract manufacturing program, which includes the High Reliability
Contract Manufacturing program, and $1.6 million was attributable to the low
margin foundry program, partially offset by an increase of $3.9 million in gate
array revenues, which includes the ENCORE! program and the mixed-signal gate
array program. The decrease in revenues attributable to the high margin contract
manufacturing program was primarily as a result of order push-outs and a
lower-than-expected rate of order bookings for product shipments within the
quarter. The increase in revenues attributable to the gate array program,
together with the decrease in revenues attributable to the low margin foundry
program reflects the Company's strategic emphasis on its higher-margin
manufacturing programs, including the gate array program.
Gross margin - The following table sets forth the Company's revenues,
gross margin and gross margin as a percentage of revenues (dollars in
thousands):
Three months ended
March 31,
1996 1996
------------ ------------
Revenues........................ $14,498 $14,929
Cost of Sales................... 9,269 8,413
------------ ------------
Gross Margin.................... $5,229 $6,516
============ ============
Gross Margin Percentage......... 36.1% 43.6%
============ ============
The Company's gross margin percentage was 36.1% in the first quarter of
1996, down from 43.6% in the first quarter of 1995. This decrease was primarily
due to the decrease in revenues and an increase in fixed manufacturing costs in
connection with the Company's expansion of its fabrication facilities in
California.
Research and Development Expenses - Research and development expenses
consist primarily of personnel costs, equipment and its related depreciation,
and related support costs associated with the development of new semiconductor
manufacturing processes and design technology. The Company increased its
spending on research and development in the first quarter of 1996. These
expenses in the first quarter of 1996 exceeded the first quarter of 1995's
expenses by 35%. This increase reflects the Company's continuing development of
the gate array program, which includes the ENCORE! program and the mixed-signal
gate array program, as well as the development of improved process technologies
and development work on a 0.8 micron process technology.
The Company believes that the continued development of its technology
is essential to its future success and is committed to continue its investment
in research and development. The Company expects that research and development
spending will increase in future periods as a consequence of product and process
development activities currently underway.
9
<PAGE>
Selling, General and Administrative Expenses - Selling, general and
administrative expenses have increased as a percentage of revenues to 20% in the
first quarter of 1996 from 17% in the first quarter of 1995 and have increased
in absolute dollars approximately 12% to $2.9 million in the first quarter of
1996 from $2.5 million in the first quarter of 1995. This dollar increase was
primarily attributable to compensation increases of $0.5 million primarily
associated with the hiring of key sales, marketing and customer service
personnel., partially offset by a decrease of $0.3 million in advertising
expenses.
Interest Income (Expense) and Other, Net - Orbit's interest
income (expense) and other includes interest earned on cash equivalents and
short-term investments, minority interest in losses incurred in its subsidiary
and realized gains on the sale of investments. The Company's net interest income
(expense) and other was $(0.1) million in the first quarter of 1996 as compared
with $0.1 million in the first quarter of 1995. This decrease is due to an
increase in interest expense associated with an increase in long-term lease
obligations in connection with equipment additions related to the Company's
development of a 0.8 micron process capability and a 6-inch wafer fabrication
facility in California. The Company expects that its interest expense will
increase in the future as the Company financed $9.6 million of equipment
additions during 1995 with capital leases and anticipates acquiring
approximately $15 million of equipment in 1996 under capital lease financing,
subject to availability.
Provision for income taxes - The Company's provision for income taxes
was $0.2 million and $1.0 million for the first quarter of 1996 and 1995,
respectively. Orbit's effective tax rate was 30% for the first quarter of 1996
as compared to 37% in the first quarter of 1995. These rates differ from federal
statutory rates primarily due to state income taxes, partially offset by the
utilization of research and development (in 1995) and manufacturing investment
tax credits, and with the tax benefits associated with the formation of a
foreign sales corporation. The decrease in the effective tax rate in 1996 from
1995 is primarily due to the proportionally greater impact of state
manufacturing investment tax credits.
Extraordinary gain - An extraordinary gain from early retirement of
debt of $0.2 million was recorded in the first quarter of 1996, net of income
taxes of $0.1 million.
Factors affecting future results - The Company's quarterly results have
in the past and may in the future vary due to a number of factors, including
timing, cancellation or delay of customer orders; gains or losses of significant
customers; changes in revenues and product mix; variations in selling prices;
variations in manufacturing yields; the timing and level of process development
costs; change in inventory levels; change in manufacturing capacity and
variations in the utilization of this capacity; availability and change in
prices of raw materials incorporated into the Company's products; timing of
announcement and introduction of new products and services by the Company and
its competitors; market acceptance of the Company's and its customers' products;
shifts in demand for the Company's processes, services, technologies and
products; the successful integration of KMOS's operations with Orbit's, and
other competitive factors. Any unfavorable change in the foregoing or other
factors could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, the Company's
inability to complete successfully its expansion plans in Israel, the United
States or elsewhere, or to do so in a timely manner could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company also operates its own wafer fabrication facility, which
entails a high level of fixed costs and requires adequate volume of production
and sales to be profitable. During periods of decreased demand, these high fixed
costs could have a material adverse effect on the Company's business, financial
condition and results of operations.
Liquidity and Capital Resources
The Company has historically financed its operations and met its
capital requirements from a combination of cash generated from operations, bank
borrowings, capital lease financing and the sale of equity securities.
Principal sources of liquidity at March 31, 1996 consisted of $9.7
million in cash and cash equivalents and $5.5 million available under a bank
line of credit. The bank line of credit contains certain financial covenants and
10
<PAGE>
restrictions including maintaining certain financial ratios. As of March 31,
1996, the Company was in compliance with such covenants and restrictions.
The Company's operating activities provided net cash of $1.5 million
and $1.8 million in the first quarter of 1996 and 1995, respectively. The
Company's investing activities used $1.3 million and provided $2.8 million in
the first quarter of 1996 and 1995, respectively. Cash used for investing
activities consisted primarily of the acquisition of capital equipment. Net cash
used in financing activities was $1.5 million and $1.2 million in the first
quarter of 1996 and 1995, respectively.
The Company believes that its banking facilities, equipment lease
lines, cash and cash equivalents and anticipated cash provided by operations
will be sufficient to meet the Company's cash requirements for the next twelve
months. However, the Company will require additional capital at such time as it
decides to commence significant construction and equipping activities in
connection with its proposed Israeli manufacturing facility. No assurance can be
given that additional financing will be available or, if available, that it will
be available on acceptable terms.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On March 27, 1996, the Company was served with a first amended
complaint in a purported class action against it and three of its officers and
directors in the U.S. District Court, Northern District of California. The
Company believes that the claims set forth are without merit and intends to
defend such claims vigorously. Accordingly, management believes that the
ultimate resolution of this matter will not have a material adverse effect on
the Company's financial position or results of operations.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securityholders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits is filed herewith:
Exhibit 11.1 Computation of Net Income Per Share
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K.
On January 26, 1996 , the Company filed a report on Form 8-K
(the "Form 8-K"). The Form 8-K reported the filing of a
purported class action against the Company and three of its
officers and directors in the U.S. District Court in Northern
California.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the registrant duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ORBIT SEMICONDUCTOR, INC.
(Registrant)
Date: May 10, 1996 By: ____________________________
Joseph K. Wai
Executive Vice President, Chief Financial
Officer and Secretary
13
Exhibit 11.1
<TABLE>
ORBIT SEMICONDUCTOR, INC.
COMPUTATION OF INCOME PER SHARE
(In thousands, except per share amounts)
<CAPTION>
Three Months Ended March 31,
1996 1995
---- ----
<S> <C> <C>
Net income $ 606 $1,781
===== ======
Weighted average common shares outstanding 7,366 6,598
Common share equivalents related to stock options and
warrants 944 1,325
Common stock issuable upon conversion of the Orbit Israel
ordinary shares 562 562
KMOS convertible shareholder notes - . 200
----- -----
Weighted average common and common equivalent shares 8,872 8,685
===== =====
Net income per share $0.07 $0.21
===== =====
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 9,711
<SECURITIES> 0
<RECEIVABLES> 10,046
<ALLOWANCES> (326)
<INVENTORY> 9,253
<CURRENT-ASSETS> 31,091
<PP&E> 32,971
<DEPRECIATION> (8,049)
<TOTAL-ASSETS> 58,009
<CURRENT-LIABILITIES> 10,956
<BONDS> 0
<COMMON> 22,798
0
0
<OTHER-SE> 15,055
<TOTAL-LIABILITY-AND-EQUITY> 58,009
<SALES> 14,498
<TOTAL-REVENUES> 14,498
<CGS> 9,269
<TOTAL-COSTS> 13,866
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 245
<INCOME-PRETAX> 580
<INCOME-TAX> 175
<INCOME-CONTINUING> 405
<DISCONTINUED> 0
<EXTRAORDINARY> 201
<CHANGES> 0
<NET-INCOME> 606
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
