ALIGN RITE INTERNATIONAL INC
10-Q, 1998-08-14
GLASS & GLASSWARE, PRESSED OR BLOWN
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<PAGE>   1
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       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 JUNE 30, 1998
 
                                       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 0-26240
 
                         ALIGN-RITE INTERNATIONAL, INC
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                            <C>
                  CALIFORNIA                                     95-4528353
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
         2428 ONTARIO ST. BURBANK, CA                              91504
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>
 
                                 (818) 843-7220
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes [X]     No [ ]
 
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
 
<TABLE>
<S>                                            <C>
                    Class                               Outstanding at July 15, 1998
         Common Stock, $.01 par value                         4,482,947 Shares
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
                       PART I. FINANCIAL INFORMATION
Item 1.   Financial Statements (unaudited)
          Consolidated Balance Sheets at June 30, 1998 and March 31,
            1998......................................................    3
          Consolidated Statements of Operations for the Three Months
            ended June 30, 1998 and 1997..............................    4
          Consolidated Statements of Comprehensive Income for the
            Three Months ended
            June 30, 1998 and 1997....................................    5
          Consolidated Statements of Cash Flows for the Three Months
            ended June 30, 1998 and 1997..............................    6
          Notes to Consolidated Financial Statements..................    7
          Management's Discussion and Analysis of Results of
Item 2.     Operations and Financial Condition........................    7
                       PART II. FINANCIAL INFORMATION
Item 6.   Exhibits and Reports on Form 8-K............................   11
          Signatures..................................................   12
          Statement Regarding Computation of Earnings Per Share.......   13
</TABLE>
 
                                        2
<PAGE>   3
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                          CONSOLIDATED BALANCE SHEETS
                                (000'S OMITTED)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                              AT JUNE 30,    AT MARCH 31,
                                                                 1998            1998
                                                              -----------    ------------
                                                              (UNAUDITED)     (AUDITED)
<S>                                                           <C>            <C>
Current assets:
  Cash and cash equivalents.................................    $ 3,859        $ 5,523
  Accounts receivable, net..................................      7,960          7,395
  Inventories, primarily raw materials......................      2,806          2,783
  Prepaid and other current assets..........................        813            835
                                                                -------        -------
          Total current assets..............................     15,438         16,536
  Property and equipment, net...............................     38,785         33,575
  Other assets..............................................        908          1,047
                                                                -------        -------
          Total assets......................................    $55,131        $51,158
                                                                =======        =======
 
                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Trade accounts payable....................................    $ 7,764        $ 5,572
  Accrued expenses and other................................      2,506          2,927
  Taxes payable.............................................      1,763          1,402
                                                                -------        -------
          Total current liabilities.........................     12,033          9,901
  Deferred taxes............................................      2,792          2,792
  Other liabilities.........................................        683            699
Shareholders' equity:
Common stock:
  Authorized -- 35,000 shares $.01 par value;
     Issued -- 4,482 and 4,463 shares, respectively.........         45             45
  Additional paid-in capital................................     18,635         18,589
  Retained earnings.........................................     20,580         18,794
  Accumulated other comprehensive income....................        363            338
                                                                -------        -------
          Total shareholders' equity........................     39,623         37,766
                                                                -------        -------
          Total liabilities and shareholders' equity........    $55,131        $51,158
                                                                =======        =======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        3
<PAGE>   4
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED JUNE 30,
              (UNAUDITED -- 000'S OMITTED, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                               1998       1997
                                                              -------    -------
<S>                                                           <C>        <C>
Net sales...................................................  $13,690    $10,616
Cost of sales...............................................    8,552      6,486
                                                              -------    -------
     Gross profit...........................................    5,138      4,130
Selling, general and administrative.........................    2,102      1,694
Research and development....................................      202        112
                                                              -------    -------
     Income from operations.................................    2,834      2,324
Interest income.............................................       36         16
                                                              -------    -------
Income before provison for income taxes.....................    2,870      2,340
Provison for income taxes...................................    1,085        892
                                                              -------    -------
     Net income.............................................  $ 1,785    $ 1,448
                                                              =======    =======
Per share information:
  Basic earnings per share..................................      .40        .33
  Shares used in per share computation......................    4,468      4,422
 
  Diluted earnings per share................................      .36        .33
  Shares used in per share computation......................    4,893      4,841
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        4
<PAGE>   5
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                      FOR THE THREE MONTHS ENDED JUNE 30,
                          (UNAUDITED -- 000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                               1998      1997
                                                              ------    ------
<S>                                                           <C>       <C>
Net income..................................................  $1,785    $1,448
Other comprehensive income:
  Foreign currency translation adjustments..................      25        (5)
                                                              ------    ------
Comprehensive income........................................  $1,810    $1,443
                                                              ======    ======
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        5
<PAGE>   6
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED JUNE 30,
                          (UNAUDITED -- 000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                               1998       1997
                                                              -------    -------
<S>                                                           <C>        <C>
Cash flows from operating activities:
  Net income................................................  $ 1,785    $ 1,448
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Depreciation and amortization..........................    1,368        887
     Bad debt expense.......................................       --         31
     Compensation related to stock options granted..........       27         27
Changes in assets and liabilities:
  Accounts receivable, net..................................     (560)      (694)
  Inventories...............................................      (21)       (63)
  Prepaids and other assets.................................      104        500
  Trade accounts payable....................................    2,202        828
  Accrued expenses and other liabilities....................      (83)     1,027
                                                              -------    -------
     Net cash provided by operating activities..............    4,822      3,991
                                                              -------    -------
Cash flows from investing activities:
  Purchase of property and equipment........................   (6,503)    (2,585)
  Payments for business acquisition, net of cash received...       --     (2,467)
                                                              -------    -------
     Net cash used in investing activities..................   (6,503)    (5,052)
Cash flows from financing activities:
  Stock options exercised...................................        9         17
                                                              -------    -------
     Net cash provided by financing activities..............        9         17
                                                              -------    -------
Effect of exchange rate on cash.............................        8          6
Net decrease in cash........................................   (1,664)    (1,038)
                                                              -------    -------
Cash and cash equivalents, beginning of year................    5,523      6,734
                                                              -------    -------
Cash and cash equivalents, end of year......................  $ 3,859    $ 5,696
                                                              =======    =======
Supplemental disclosure of cash flow information:
  Cash paid during the three months ended June 30 for:
     Income taxes...........................................  $   275    $     0
</TABLE>
 
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                        6
<PAGE>   7
 
                         ALIGN-RITE INTERNATIONAL, INC.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1998
                                  (UNAUDITED)
 
ITEM 1. BUSINESS AND BASIS OF CONSOLIDATION
 
     The consolidated financial statements include the accounts of Align-Rite
International, Inc. ("ARII"), a California corporation, incorporated on April
27, 1995, and its wholly-owned subsidiaries, Align-Rite International Limited
("ARI"), Align-Rite Corporation ("ARC"), Align-Rite Limited ("ARL"), Align-Rite
BV ("ARBV"), and Align-Rite GmbH ("ARGMBH"). ARII and its subsidiaries are
collectively referred to as the "Company". All significant intercompany accounts
and transactions have been eliminated.
 
     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with 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 statement presentation. In the opinion of management, the accompanying
consolidated balance sheets and related interim consolidated statements of
operations and cash flows include all adjustments (consisting only of normal
recurring items) considered necessary for their fair presentation. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from those estimates. The consolidated results of
operations for the period ended June 30, 1998 are not necessarily indicative of
results to be expected for the year ended March 31, 1999. The information
included in this Form 10-Q should be read in conjunction with the Company's
audited consolidated financial statements and notes thereto as of March 31, 1998
and 1997 and for the three years in the period ended March 31, 1998 as filed on
Form 10-K.
 
     Effective April 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income," and
accordingly has included a separate statement of comprehensive income following
the Company's Consolidated Statements of Operations. Comprehensive income
generally represents all changes in shareholders' equity during the period
except those resulting from investments by, or distributions to, shareholders.
The balance of accumulated other comprehensive income at June 30, 1998 and March
31, 1998 consists of accumulated foreign currency translation adjustments.
 
     The principal activity of ARII, ARI and ARBV is that of holding companies
into which their respective subsidiaries are consolidated. ARC, ARL and ARGMBH
manufacture and market quality photomasks in the United States and Europe.
Photomasks, which are precision photographic quartz or glass plates, contain
microscopic images of integrated circuits. These are used primarily by
semiconductor manufacturers as master images to transfer circuit patterns onto
silicon wafers during the fabrication of integrated circuits.
 
     The Company maintains a policy and practice of restricting ARC from paying
dividends or making certain other distributions in order to minimize tax
consequences resulting from its current corporate structure.
 
ITEM 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
 
     Net sales for the three months ended June 30, 1998, increased 29% to
$13,690,000, compared with $10,616,000 in the same period in the prior fiscal
year. The increase in net sales is attributable to increased unit demand for
photomasks from the Company's customers and the Company's acquisition in June
1997 of the photomask business unit of Temic. Additionally, the increase
resulted from an overall increase in unit volume from each manufacturing site in
Europe and the United States (U.S.). European net sales for the three months
ended June 30, 1998 increased 59% to $6,187,000, compared with $3,893,000 in the
same period in the prior year. United States net sales for the three months
ended June 30, 1998 increased to $7,502,000, compared with $6,723,000 in the
same period of the prior fiscal year.
 
                                        7
<PAGE>   8
 
     Gross profit as a percentage of net sales for the three months ended June
30, 1998 decreased to 37.5%, compared to 38.9% in the same period in the prior
year. The decrease in gross profit as a percentage of net sales for the three
months ended June 30, 1998 is primarily attributable to an increase in
depreciation expense due to recent installations of equipment and the
acquisition of the photomask business unit of Temic, which increased the
Company's asset base. Depreciation expense for the three months ended June 30,
1998 increased 54% to $1,368,000, compared to $887,000 in the prior fiscal year.
As the Company continues to invest in capital equipment to keep pace with
increased demand, the Company anticipates that its gross profit will fluctuate
slightly based on the timing of equipment purchases and related increases in
depreciation expense.
 
     Selling, general and administrative expenses include salaries of sales
personnel, marketing expense, general and administrative expense and product
distribution expense. Selling, general and administration expenses for the three
months ended June 30, 1998 increased 24% to $2,102,000, compared with
$1,694,000, in the prior fiscal year. Selling general and administrative
expenses as a percentage of net sales decreased to 15.4%, compared with 16.0% in
the same period in the prior year. The overall increase in selling, general and
administrative expenses is attributable to higher sales levels and the Company's
purchase of the photomask business unit of Temic, which has a ratio of selling,
general and administrative expenses to net sales comparable to that of the
Company. The Company believes selling, general and administrative, as a
percentage of sales will remain consistent between 15% - 16%.
 
     Research and development ("R&D") expense is comprised primarily of
personnel costs, material consumption, depreciation and engineering costs. The
Company spent $202,000 for the three months ended June 30, 1998, compared to
$112,000 in the related prior period. The Company believes it will continue to
spend between 1% - 2% of sales on R&D related projects. The Company anticipates
that R&D expense will continue to increase in absolute terms in the future
reflecting its strategy of advancing their technology.
 
     Interest income for the three months ended June 30, 1998 increased compared
to the same period in the prior year due to the maintenance of cash balances in
U.S. dollars earning higher interest than in previous years when the Company
held more money in Yen, which earned the Company significantly less interest
income.
 
     For the three months ended June 30, 1998 and 1997, the Company provided for
Federal and State income taxes at an estimated combined effective rate of
approximately 38 percent. This is in-line with the prior year and management's
expectations.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's cash and cash equivalents were $3,859,000 at June 30, 1998.
Net cash provided by operating activities amounted to $4,822,000 for the three
months ended June 30, 1998, compared to $3,991,000 for the same period in the
prior year. Additions to operating cash flows for the three months ended June
30, 1998 reflect a higher net income, increased non-cash charges related to
depreciation and amortization expenses and an increase in accounts payable
primarily related to approximately $2,000,000 of fixed assets purchased in the
quarter that had not been paid as of June 30, 1998. These additions to operating
cash flows were partially offset by increases in accounts receivable.
 
     Accounts receivable increased $565,000 or 7% during the three months ended
June 30, 1998, due largely to an increase in net sales. Inventory levels
remained consistent at approximately $2,800,000.
 
     For the three months ended June 30, 1998, cash used in investing activities
totaled $6,503,000 compared to $5,052,000 in the prior year. The Company's
investing activities during the three months ended June 30, 1998 primarily
related to the construction of cleanrooms and the purchase of equipment which
will support and complement new process development and further enhance the
Company's capabilities for higher end products. Included in the investing
activities for the three months ended June 30, 1997 was the purchase of the
photomask business unit of Temic for a purchase price of $2,467,000.
 
     In April 1997, the Company entered into a long-term Strategic Alliance,
Supply and Cooperation Agreement in connection with the purchase of the
photomask business unit of Temic. Additionally, under the
                                        8
<PAGE>   9
 
terms of the agreement, the Company leased the existing facility from Temic for
a period of ten years with a ten-year extension option.
 
     In June 1998, the Company increased its combined lines of credit from $10
million to $20 million. These lines of credit will allow the Company to borrow
at an interest rate of 1.25% above LIBOR. As of June 30, 1998, no amounts have
been drawn down on these lines of credit. However, the Company anticipates to
draw on these lines during the second quarter of fiscal year 1999 to fund its
capital equipment purchases.
 
     Management believes that funds generated from operations together with its
cash and cash equivalents will be sufficient to meet the Company's normal
operating requirements for the next 12 months. If these funds prove to be
insufficient, or if new opportunities require the Company to supplement its
financial resources, the Company may use established credit lines with its
corporate banker or pursue other sources of financing; however, there can be no
assurance other sources of financing will be available at commercially viable
terms, if at all.
 
     Year 2000 Compliance. The Year 2000 Issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have date-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including among other things, a temporary inability
to process transactions, operate equipment, and engage in similar normal
business activities.
 
     The Company is in the process of assessing and modifying its computer
software systems to ensure that they are Year 2000 compliant. The Company is
currently developing a plan that would include initiating formal communications
with all of its significant vendors, and large customers to determine the extent
to which the Company is vulnerable to Year 2000 Issues.
 
     The estimated cost to complete the project is not expected to have a
material effect on the financial position, results of operations and cash flows
of the Company. The Company will utilize both internal and external resources
for Year 2000 Issues. However, if the modifications are not made, or are not
completed timely, the Year 2000 Issue could have a material adverse impact on
the financial position, results of operations, and cash flows of the Company.
Further, there can be no guarantee that the systems of other companies on which
the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.
 
FOREIGN OPERATIONS AND INFLATION
 
     Foreign operations are subject to certain risks inherent to conducting
business abroad, including price and currency exchange controls, fluctuation in
the relative value of currencies and restrictive governmental actions. Changes
in the relative value of currencies occur from time to time and may, in certain
instances, have a material adverse effect on the Company's financial position,
results of operations. The Company does not hedge foreign currency risks, and
the effects of these risks are difficult to predict. The risks associated with
foreign operations have not, to date, had a material adverse effect on the
Company's results of operations and cash flows. There can, however, be no
assurance that such risks will not have a material adverse effect on the
Company's financial position liquidity and results of operations and cash flows
in the future.
 
     The effects of inflation are experienced by the Company through increases
in cost of labor, services and raw materials. In general, these costs have been
anticipated by periodic increases in the prices of its products. The Company
does not believe, however, that inflation has had a material effect on its
results of operations in the past. There can be no assurance that the Company's
results will not be materially affected by inflation in the future.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
     In June 1997, the FASB also issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131, which requires
companies to adopt its provisions for the fiscal years
                                        9
<PAGE>   10
 
ending after December 15, 1997, requires publicly held companies to report
financial and other information about key revenue producing segments of the
entity for which such information is available and is utilized by the chief
operation decision makers. Specific information to be reported for individual
segments include profit or less, certain and expense and total assets. A
reconciliation of segment financial information to amounts reported in the
financial statements would be provided. The impact on the Company of adopting
SFAS No. 131 has not been determined.
 
                                       10
<PAGE>   11
 
                             SAFE HARBOR STATEMENT
          UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
 
     In addition to historical information, this report includes certain
forward-looking statements regarding events and financial and industry trends
which may affect the Company's future operating results and financial position.
Such statements include, but are not limited to, statements as to: (i) the
Company's belief regarding the continuation of the increased demand for
photomasks; (ii) dramatically further erode gross margins; (iii) the Company's
belief that selling, general and administrative costs as a percentage of sales
should remain consistent; (iv) the Company's belief regarding the adequacy of
its reserve for bad debts, and (v) the sufficiency of funds to meet the
Company's normal operating requirements over the next 12 months. Such statements
represent the Company's reasonable judgment concerning the future and are
subject to risks and uncertainties that could cause the Company's actual
operating results and financial position to differ materially. Such risks and
uncertainties include but are not limited to: adverse economic conditions in the
Company's markets which could adversely affect the level of demand for the
Company's products, failure of the Company to anticipate, respond to or utilize
changing technologies used in production of photomasks; greater than anticipated
levels of competition and competitive pricing, manufacturing difficulties or
capacity limitations; shortage of raw materials; delays in delivery of recently
purchased manufacturing equipment to the Company; greater than anticipated
capital investment requirements; and currency fluctuations or changes in
political conditions with respect to the Company's foreign operations.
 
                           PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
 
     None
 
ITEM 2. CHANGES IN SECURITIES
 
     None
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     None
 
ITEM 5. OTHER INFORMATION
 
     The Company hereby advises stockholders that a stockholder proposal
submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 for
inclusion in the Company's proxy statement and form of proxy for the 1999 Annual
Meeting of Stockholders must be received by the Company by March 26, 1999. Such
a proposal must also comply with the requirements as to form and substance
established by the Securities and Exchange Commission for such proposals. A
stockholder otherwise desiring to bring discussion before an annual meeting of
stockholders (including any proposal relating to the nomination of a director to
be elected to the Board of Directors) must submit a proposal that is received at
the principal executive offices of the Company on or before June 20, 1999.
 
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
 
(a) Exhibits
 
     11.1 Statement regarding computation of Net Income per common share.
 
     27   Financial Data Schedule
 
(b) Reports on Form 8-K.
 
     No reports on Form 8-K were filed during the quarter ended June 30, 1998.
 
                                       11
<PAGE>   12
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
Date: August 10, 1998                     ALIGN-RITE INTERNATIONAL, INC.
 
                                          --------------------------------------
                                          James Mac Donald
                                          Chairman of the Board, President and
                                          Chief Executive Director
 
                                          --------------------------------------
                                          Petar Katurich
                                          Vice President of Finance,
                                          Chief Financial Officer & Secretary
 
                                       12

<PAGE>   1
 
                                                                    EXHIBIT 11.1
 
             STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
                         ALIGN-RITE INTERNATIONAL, INC.
 
     The following table provides a reconciliation of the numerator and
denominators of the basic and diluted per-share computations for the three
months ended June 30, 1998 and 1997:
 
<TABLE>
<CAPTION>
                                                   INCOME          SHARES        PER SHARE
                                                 (NUMERATOR)    (DENOMINATOR)     AMOUNT
                                                 -----------    -------------    ---------
<S>                                              <C>            <C>              <C>
For the Three Months Ended June 30, 1998:
  Basic EPS....................................  $1,785,000       4,468,000        $0.40
  Effective of dilutive securities:
     Stock Options.............................          --         425,000
                                                 ----------       ---------
  Diluted EPS..................................  $1,785,000       4,893,000        $0.36
For the Three Months Ended March 31, 1997:
  Basic EPS....................................  $1,448,000       4,422,000        $0.33
  Effective of dilutive securities:
     Stock Options.............................          --         419,000
                                                 ----------       ---------
  Diluted EPS..................................  $1,448,000       4,841,000        $0.30
</TABLE>
 
                                       13

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       3,859,000
<SECURITIES>                                         0
<RECEIVABLES>                                7,960,000
<ALLOWANCES>                                         0
<INVENTORY>                                  2,806,000
<CURRENT-ASSETS>                            15,438,000
<PP&E>                                      38,785,000
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              55,131,000
<CURRENT-LIABILITIES>                       12,033,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        45,000
<OTHER-SE>                                  39,578,000
<TOTAL-LIABILITY-AND-EQUITY>                    55,131
<SALES>                                     13,690,000
<TOTAL-REVENUES>                            13,690,000
<CGS>                                        8,552,000
<TOTAL-COSTS>                               10,820,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              2,870,000
<INCOME-TAX>                                 1,085,000
<INCOME-CONTINUING>                          1,785,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,785,000
<EPS-PRIMARY>                                     0.40<F1>
<EPS-DILUTED>                                     0.36
<FN>
<F1>For Purposes of This Exhibit, Primary means Basic.
</FN>
        

</TABLE>


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