<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: March 31, 1996
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 0-25434
-------
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3040660
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Elizabeth Drive
Chelmsford, Massachusetts
(Address of principal executive offices)
01824
(Zip Code)
Registrant's telephone number, including area code: (508) 262-2566
_____________________________________________
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
--- -----
As of April 30, 1996, there were outstanding 7,541,466 shares of the
Company's Common Stock, $.01 par value.
This report, including all exhibits and attachments, contains 14 pages.
--
Page 1 of 14
<PAGE>
BROOKS AUTOMATION, INC.
INDEX
Page
PART 1 FINANCIAL INFORMATION Number
- - ------ --------------------- ------
Item 1 Financial Statements:
Consolidated Balance Sheet.............................. 3
Consolidated Statement of Operations.................... 4
Consolidated Statement of Cash Flows.................... 5
Notes to Consolidated Financial Statements.............. 6-8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 9-12
PART II OTHER INFORMATION
- - ------- -----------------
Item 4 Submission of Matters to a Vote of Security Holders
Item 6 Exhibits and Reports on Form 8-K........................ 13
Signatures ........................................................ 14
Page 2 of 14
<PAGE>
BROOKS AUTOMATION, INC.
CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
March 31, September 30,
1996 1995
---- ----
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents 3,823 $15,594
Accounts receivable net of allowance for doubtful accounts of $80 and
$80, and including amounts due from related party of $4,873 and $3,118 20,952 12,964
Inventories, net 19,366 12,858
Deferred taxes 281 281
Prepaid expenses and other current assets 1,670 1,677
------- -------
Total current assets 46,092 43,374
Fixed assets, net 12,641 9,347
Other assets 877 859
------- -------
Total assets $59,610 $53,580
======= =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 1,835 $ 1,522
Accounts payable 8,028 6,075
Accrued expenses and other current liabilities 2,550 2,533
Customer deposits 211 528
------- -------
Total current liabilities 12,624 10,658
Long-term debt 806 531
Deferred taxes 169 169
------- -------
Total liabilities 13,599 11,358
------- -------
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares authorized; none issued and
outstanding - -
Common stock, $.01 par value; 21,500,000 shares authorized;
7,534,966 and 7,469,591 shares issued and outstanding, respectively 75 75
Additional paid-in capital 34,166 34,208
Cumulative translation adjustment (129) (136)
Retained earnings 12,024 8,214
------- -------
46,136 42,361
Less: Deferred compensation (125) (139)
------- -------
Total stockholders' equity 46,011 42,222
------- -------
Total liabilities and stockholders' equity $59,610 $53,580
======= =======
</TABLE>
Page 3 of 14
<PAGE>
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
March 31, March 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues, including revenues from related party of
$6,793 and $5,348 for the six month and $4,645
and $2,939 for the three month periods ended
March 31, 1996 and 1995, respectively $41,166 $20,622 $22,602 $11,305
Cost of goods sold 23,665 12,365 12,988 6,794
------- ------- ------- -------
Gross profit 17,501 8,257 9,614 4,511
Research and development expenses 5,735 2,770 3,204 1,528
Selling, general and administrative expenses 5,773 2,783 3,178 1,481
------- ------- ------- -------
Income from operations 5,993 2,704 3,232 1,502
Interest expense 194 262 97 143
Interest income 271 107 111 99
------- ------- ------- -------
Income before provision for income taxes 6,070 2,549 3,246 1,458
Provision for income taxes 2,113 841 1,134 478
------- ------- ------- -------
Net income $ 3,957 $ 1,708 $ 2,112 $ 980
======= ======= ======= =======
Net income per share $0.48 $0.31 $0.26 $0.16
======= ======= ======= =======
Weighted average common and common equivalent shares 8,254 5,576 8,243 6,304
======= ======= ======= =======
</TABLE>
Page 4 of 14
<PAGE>
BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
March 31, March 31,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,957 $ 1,708
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 1,268 612
Increase (decrease) resulted from changes in operating assets and liabilities:
Accounts receivable (7,988) (2,420)
Inventories (6,508) (2,847)
Deferred taxes - 46
Prepaid expenses and other assets (74) (111)
Accounts payable 1,954 1,241
Accrued expenses and other current liabilities 46 (271)
Customer deposits (316) (170)
-------- --------
Net cash used in operating activities (7,661) (2,212)
Cash flows from investing activities:
Purchases of short-term investments, net - (9,580)
Purchases of fixed assets (3,902) (1,368)
-------- --------
Net cash used in investing activities (3,902) (10,948)
Cash flows from financing activities:
Net increase in revolving credit borrowings 192 610
Principal payments on long-term debt (216) (1,314)
Proceeds from stock issuance 53 13,698
Purchase and retirement of stock (97) (39)
-------- --------
Net cash (used in) provided by financing activities (68) 12,955
Elimination of Techware's net cash activity for the three months
ended December 31, 1995 (147) -
Effects of foreign currency translation 7 21
Net decrease in cash and cash equivalents (11,771) (184)
Cash and cash equivalents at beginning of period 15,594 725
-------- --------
Cash and cash equivalents at end of period $ 3,823 $ 541
======== ========
Supplemental cash flow disclosures:
Cash paid for interest $ 225 $ 244
======== ========
Cash paid for taxes $ 1,806 $ 1,103
======== ========
</TABLE>
Capital lease obligations of $583 were incurred during the six months ended
March 31, 1996, when the Company entered into several computer and office
equipment leases.
Page 5 of 14
<PAGE>
BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
----------------------
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and with the
instructions to Article 10 of SEC 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
the Company, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. The
accompanying consolidated financial statements should be read in conjunction
with the audited financial statements of Brooks Automation, Inc., (the
"Company") which are included in the Company's Annual Report on Form 10-K,
for the year ended September 30, 1995.
The results of the operations for the three and six months ended March 31,
1996 are not necessarily indicative of the results that may be expected for
the entire fiscal year.
2. Acquisition
-----------
On February 28, 1996, the Company acquired Techware Systems Corporation
("Techware"), a developer, manufacturer and marketer of equipment control
software used primarily in the semiconductor and related industries, by
merging it into the Company. The Techware acquisition has formed the base for
establishing Brooks Automation Canada. The Company issued 462,189 shares of
common stock for all of the Techware stock outstanding at February 28, 1996.
The merger was accounted for as a pooling of interests. Accordingly, the
accompanying consolidated financial statements reflect the retroactive
combination of these companies, including the effects of conforming
accounting policies.
Due to the differing year ends of the Company and Techware, financial
information for dissimilar fiscal periods have been combined in the fiscal
1995 consolidated financial statements. Balance sheet information as of
September 30, 1995 includes the financial position of Techware at December
31, 1995 and the Company at September 30, 1995. The Techware results of
operations for the three months ended December 31, 1995 (including revenues,
operating income, and net income of $1,810,000, $234,000 and $147,000,
respectively) were included in the combined statements of operations for both
fiscal 1996 and 1995. Therefore, Techware's net income for the three month
period ended December 31, 1995 was eliminated from consolidated retained
earnings at March 31, 1996.
Page 6 of 14
<PAGE>
BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following information shows revenue and net income for the separate
companies during the periods preceding combination. Adjustments recorded to
conform the accounting policies of the companies were not material to the
consolidated financial statements.
<TABLE>
<CAPTION>
Three Months Year Ended
Ended September 30
December 31, 1995 1995 1994
----------------- ---- ----
<S> <C> <C> <C>
(000's)
Net revenue:
Brooks Automation $16,754 $45,691 $24,030
Techware 1,810 5,266 2,637
------- ------- -------
$18,564 $50,957 $26,667
======= ======= =======
Net income:
Brooks Automation $ 1,697 $ 4,578 $ 1,473
Techware 147 364 144
------- ------- -------
$ 1,844 $ 4,942 $ 1,617
======= ======= =======
</TABLE>
3. Short-Term Investments
----------------------
During the quarter ended March 31, 1996, the Company invested its excess cash
in bank repurchase agreements. The Company is accounting for these
instruments in accordance with Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("FAS 115"), which creates classification categories for such investments,
based on the nature of the securities and the intent and investment goals of
the Company. Under FAS 115, management determines the appropriate
classification of the securities at the time of purchase as either held-to-
maturity, trading or available-for-sale and re-evaluates such designation as
of each balance sheet date. At March 31, 1996, all investments are designated
as held-to-maturity as management believes it has the positive intent and the
ability to hold such securities until maturity. Held-to-maturity securities
are stated at amortized cost, adjusted for amortization of premiums and
accretion of discounts to maturity.
The Company considers all highly liquid investments purchased with an
original maturity of 90 days or less to be cash equivalents. Investments with
maturities of less than one year at the balance sheet date are classified as
short-term investments. These repurchase agreements mature and are reinvested
on a daily basis.
Page 7 of 14
<PAGE>
BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
<TABLE>
<CAPTION>
4. Inventories
-----------
Inventories consist of the following (000's): March 31, September 30,
1996 1995
---- ----
<S> <C> <C>
Raw materials $14,210 $ 8,902
Work-in-process 4,512 3,317
Finished goods 644 639
------- -------
$19,366 $12,858
======= =======
</TABLE>
5. Net Income Per Share
--------------------
Net income per share is calculated using the weighted average number of
shares of common stock and common stock equivalents outstanding during the
periods. The common stock equivalents include shares issuable upon the
assumed exercise of stock options and warrants reflected under the treasury
stock method. Primary and fully-diluted net income per share are essentially
the same for the periods presented.
6. Significant Customer, Related Party
-----------------------------------
During the six months ended March 31, 1996 and 1995, the Company had sales to
one customer which approximated 17% and 26% of net revenues, respectively.
This customer is a related party.
7. Contingencies/Commitments
-------------------------
There has been substantial litigation regarding patent and other intellectual
property rights in the semiconductor and related industries. The Company has
received notice from two parties alleging infringements of such parties'
patent rights by certain of the Company's products. The Company's patent
counsel are investigating these claims. As to one notice, the Company
believes the patents claimed may be invalid. With regard to the second
notice, the Company, on advice of counsel, does not believe that it is
infringing any valid patent. In the event of litigation with respect to
either of these notices, the Company is prepared to vigorously defend its
position. However, because patent litigation can be expensive and time
consuming, the Company may seek to obtain a license to one or more of the
disputed patents but, based upon information currently available to it, would
only do so if the license fees would not be material to the Company's
financial statements. Currently, management does not believe that it is
probable that future events related to these threatened matters will have an
adverse effect on the Company's financial statements.
Page 8 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- - ---------------------
Net revenues
- - ------------
Net revenues for the three month period ended March 31, 1996 increased 100% or
$11.3 million to $22.6 million, compared to $11.3 million in the comparable
period in the prior fiscal year. Higher sales of vacuum central wafer handling
systems and components accounted for approximately 70% of the total revenue
increase. Current quarter shipments included initial deliveries of the
MagnaTran 6 vacuum robot, the Company's sixth generation product targeted for
advanced equipment technologies including 300 mm handling capability and high
throughput 200 mm process applications. The remainder of the increase in
revenues was primarily attributable to increased shipments of flat panel display
substrate handling systems and components. Foreign sales increased to $3.3
million (15% of net revenues), including $1.9 million of direct sales to Asian
based customers, for the three months ended March 31, 1996, compared to $374,000
(3% of net revenues) for the comparable period in the prior fiscal year.
Net revenues for the six month period ended March 31, 1996 also increased 100%
or $20.5 million over the comparable period in the prior fiscal year, reflecting
increased unit sales of vacuum central substrate handling systems and substrate
handling and conditioning modules. Foreign sales increased during the period to
$8.1 million (20% of net revenues), compared to $1.4 million (7% of net
revenues) in the comparable prior fiscal period.
Gross Profit
- - ------------
Gross profit as a percentage of net revenues was 42.5% for the three and six
month periods ended March 31, 1996, compared to gross profit of 39.9% and 40.0%,
respectively, for the comparable periods in the prior fiscal year. Cost
reductions achieved by the Company, primarily attributable to manufacturing
efficiencies of increased unit sales, and increased sales containing higher
value added control software, were partially offset by slightly higher material
cost content related to changes in product mix.
Research and development expenses
- - ---------------------------------
Research and development expenses for the three months ended March 31, 1996
increased 110% to $3.2 million (14.2% of net revenues) compared to $1.5 million
(13.5% of net revenues) for the comparable period in the prior fiscal year. For
the six month period ended March 31, 1996, research and development expense
increased 107% to $5.7 million (14% of net revenues) compared to $2.8 million
(13.4% of net revenues) for the comparable period in the prior fiscal year. The
increase was primarily attributable to the continuing development of the
Company's MagnaTran vacuum transport robots, VIS (vacuum interface SMIF)
technology, control and scheduling software, 300MM wafer handling systems and
substrate handling modules, and new vacuum central substrate handling systems
for the semiconductor and flat panel display production equipment industries.
The Company has targeted research and development investments in fiscal 1996 to
approximate fiscal 1995 spending levels as a percentage of net revenues.
Page 9 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Selling, general and administrative expenses
- - --------------------------------------------
Selling, general and administrative expenses for the three months ended
March 31, 1996 increased 115% to $3.2 million (14% of net revenues), including
approximately $230,000 of non-recurring expenses related to the Techware Systems
Corporation merger, compared to expenditures of $1.5 million (13% of net
revenues) for the comparable period in the prior fiscal year. For the six
months ended March 31, 1996, selling, general and administrative expenses
increased 107% to $5.8 million (14% of net revenues), including the non-
recurring merger costs, compared to expenditures of $2.8 million (13.5% of net
revenues) for the comparable period in the prior fiscal year. The increases in
these expenses were primarily attributable to the addition of sales and
marketing and administrative staff to support the Company's growth, the
additional costs of the Company's recently incorporated subsidiaries in Japan
and the United Kingdom, and increased marketing and customer activities in
Korea. The Company anticipates that selling, general and administrative
expenses will continue to increase in fiscal 1996 as the Company commits more
resources to market and sell its products internationally, especially in Asia,
and to support anticipated growth.
Interest income
- - ---------------
Interest income increased to $111,000 (0.5% of net revenues) for the three
months ended March 31, 1996 from $99,000 (0.9% of net revenues) for the
comparable period in the prior fiscal year. Interest income increased to
$271,000 (0.7% of net revenues) for the six months ended March 31, 1996 from
$107,000 (0.5% of net revenues) for the comparable period in the prior fiscal
year. The increases reflect the greater cash position for the first six months
of fiscal 1996, compared to the similar period in the prior fiscal year 1995, as
a result of the Company's two public offerings of common stock, late in the
second quarter and fourth quarter of fiscal 1995.
Interest expense
- - ----------------
Interest expense decreased to $97,000 (0.4% of net revenues) for the three
months ended March 31, 1996 from $143,000 (1.3% of net revenues) for the
comparable period in the prior fiscal year. Interest expense for the six
months ended March 31, 1996 decreased to $194,000 (0.5% of net revenues) from
$262,000 (1.3% of net revenues) for the comparable period in the prior fiscal
year. The decrease in interest expense was due to the Company's working capital
position and reduced borrowings resulting from cash proceeds received in the
Company's two public stock offerings of common stock, late in the second quarter
and fourth quarter of fiscal 1995.
Provision for income taxes
- - --------------------------
The Company's effective tax rate was approximately 35% for the first six months
ended March 31, 1996 compared to 33% for the comparable period in the prior
fiscal year. The increase in the effective tax rate reflects the lapse of
research and development tax credits in the federal tax code.
Page 10 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- - -------------------------------
At March 31, 1996, the Company had working capital of $33.5 million, including
$3.8 million of cash and cash equivalents. The Company's $3.0 million bank
line of credit expired on December 31, 1995. The Company continues to borrow
under this line of credit on a short-term extension agreement, while it
negotiates for a comprehensive worldwide line of credit facility which will
supplement the Company's financial resources to finance future growth. At
March 31, 1996, the Company had approximately $1.0 million outstanding under the
existing agreement.
In fiscal 1995, the Company received net proceeds of approximately $30.2 million
from two public offerings of the Company's common stock.
Net cash used in operations was approximately $7.7 million for the six months
ended March 31, 1996. Net income, non-cash expenses, and increased current
liabilities, were offset by an $8.0 million increase in accounts receivable and
a $6.5 million increase in inventories, primarily reflecting increased sales
activity and production demand.
The Company's capital expenditures during the six months ended March 31, 1996
were approximately $3.9 million reflecting the Company's investment in
reliability and test, and demonstration equipment, and other equipment. While
the Company does not have any significant capital commitments, it intends to
incur capital expenditures to support its business, especially growth in local
customer support facilities in key geographic semiconductor and flat panel
display markets.
The Company believes that anticipated cash flows from operations and current and
anticipated sources of liquidity will be adequate to fund operations for at
least the next twelve months.
There has been substantial litigation regarding patent and other intellectual
property rights in the semiconductor and related industries. The Company has
received notice from two parties alleging infringements of such parties' patent
rights by certain of the Company's products. The Company's patent counsel are
investigating the claims. As to one notice, the Company believes the patents
claimed may be invalid. With regard to the second notice, the Company, on
advice of counsel, does not believe that it is infringing any valid patent. In
the event of litigation with respect to either of these notices, the Company is
prepared to vigorously defend its position. However, because patent litigation
can be extremely expensive and time consuming, the Company may seek to obtain a
license to one or more of the disputed patents. Based upon information
currently available to it, the Company would only do so if license fees would
not be material to the Company's business.
There can be no assurance that the Company would prevail in any litigation
seeking damages or expenses from the Company or to enjoin the Company from
selling its products on the basis of the alleged patent infringement, or that a
license for any of the alleged infringed patents will be available to the
Company on reasonable terms, if at all. Currently, the Company does not believe
that it is probable that future events related to these threatened matters will
have an adverse effect on the Company's business; however, there can be no
assurance that this will be the case. The Company is currently unable to
reasonably estimate any possible loss related to these matters.
Page 11 of 14
<PAGE>
BROOKS AUTOMATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties, including, without limitation, the relatively few number of
customers who account for a substantial portion of the Company's net revenues,
the Company's ability to manage its growth, the Company's success in
international markets, the Company's dependence upon cyclical industries and the
success of its customers, competition, technological change, the Company's
ability to develop and market new products and other risks indicated from time
to time in the Company's filings with the Securities and Exchange Commission.
Page 12 of 14
<PAGE>
BROOKS AUTOMATION, INC.
PART II: OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on February 22,
1996. At the meeting the stockholders elected the members of the
Board of Directors of the Company. There were no broker nonvotes for
such matter. The votes for such matter were as follows
<TABLE>
<CAPTION>
Nominee For Withheld Abstained
------- --- -------- ---------
<S> <C> <C> <C>
Robert J. Therrien 6,197,764 35,100 None
Norman B. Brooks 6,197,764 35,100 None
Roger D. Emerick 6,183,564 49,300 None
Amin J. Khoury 6,197,464 35,400 None
</TABLE>
In addition the stockholders approved the amendment to the Company's
1992 Combination Stock Option Plan (the "Plan") which increased the
number of shares of Common Stock available for issuance under the
Plan from 1,050,000 to 1,550,000 shares. There were 1,420,002 broker
nonvotes on this matter. 3,383,667 votes were cast in favor of this
amendment, 1,409,825 were cast against it and 19,370 votes
abstained.
Finally, the stockholders approved the adoption of the Company's
1995 Employee Stock Purchase Plan. There were 1,387,148 broker
nonvotes for this matter. 4,482,710 were cast in favor of this
matter, 353,336 votes were cast against it and 9,670 votes
abstained.
Item 6 (a) Exhibits
(11.01) Computation of per share earnings (incorporated herein by
reference to Note 5 of Notes to Consolidated Financial
Statements).
Item 6 (b) Reports on Form 8-K
No Form 8-K was required to be filed during the quarter ended March
31, 1996.
Page 13 of 14
<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.
BROOKS AUTOMATION, INC.
May 10, 1996 /s/ Robert J. Therrien
- - ------------ -------------------------------------
[Date] Robert J. Therrien
President and Chief Executive Officer
May 10, 1996 /s/ Stanley D. Piekos
- - ------------ -------------------------------------
[Date] Stanley D. Piekos
Vice President - Finance
Chief Financial Officer
Page 14 of 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10Q FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 3,823
<SECURITIES> 0
<RECEIVABLES> 20,952
<ALLOWANCES> (80)
<INVENTORY> 19,366
<CURRENT-ASSETS> 46,092
<PP&E> 16,604
<DEPRECIATION> 3,963
<TOTAL-ASSETS> 59,610
<CURRENT-LIABILITIES> 12,624
<BONDS> 975
0
0
<COMMON> 75
<OTHER-SE> 45,936
<TOTAL-LIABILITY-AND-EQUITY> 59,610
<SALES> 41,166
<TOTAL-REVENUES> 41,166
<CGS> 23,065
<TOTAL-COSTS> 23,065
<OTHER-EXPENSES> 11,508
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 194
<INCOME-PRETAX> 6,070
<INCOME-TAX> 2,113
<INCOME-CONTINUING> 3,957
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,957
<EPS-PRIMARY> 0.48
<EPS-DILUTED> 0.48
</TABLE>
