TINSLEY LABORATORIES INC
10QSB, 1996-05-14
OPTICAL INSTRUMENTS & LENSES
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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                         Form 10-QSB
                              
    Quarterly Report Pursuant to Section 13 or 15 (d) of
             the Securities Exchange Act of 1934
                              
For the quarterly period ending                Commission File
     March 31, 1996                            Number   0-3063
                              
                 TINSLEY LABORATORIES, INC.
____________________________________________________________
   (Exact name of registrant as specified in its charter)
                              
                              
   California                                   94-1049146
State or otherjurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization
                              
                              
       3900 Lakeside Drive, Richmond, California 94806
____________________________________________________________
    (Address of principal executive offices and zip code)
                              
                              
Registrant's telephone number, including area code (510)222-8110
                              
                              
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  past  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 __
                              
 771,974 shares of Common Stock outstanding as of March 31, 1996.

<PAGE>

Part 1.  Financial Information
Item 1.                                            
<TABLE>
                                                   
TINSLEY LABORATORIES, INC.
Condensed Consolidated Balance Sheets
(Unaudited)                                        

<CAPTION>
                                   Mar 31,          Dec 31,
                                    1996              1995
                                  --------          -------
<S>                               <C>               <C>
ASSETS                                             
Current Assets:                                    
  Cash and short-term investments  $312,499          $560,692
  Accounts receivable             2,903,878         2,358,798
  Inventories                     2,088,322         1,864,988
  Prepaid expenses & other          585,300           443,873
                                 ----------         ---------         
  Total current assets            5,889,999         5,228,351
                                                   
Net property, plant & equipment   5,258,640         5,285,487
Other assets                        899,389           909,389
Net goodwill                      1,486,420         1,516,963
                                 ----------         ---------         
                                $13,534,448       $12,940,190
                                ===========       ===========            
                                                   
         LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:                               
  Trade account payable            $652,299          $491,296
  Current income taxes              393,908           362,008
  Other accrued liabilities       1,944,364         1,727,688
                                  ---------         ---------        
  Total current liabilities       2,990,571         2,580,992
                                                   
Long-term debt, less 
  current portion                   867,394           900,928
Long-term notes payable                            
   to related parties,                             
   less current portion             460,000           460,000
Deferred income taxes               369,230           369,230
Deferred compensation               313,827           312,102
Stockholders' Equity:                              
  Common stock at stated value      128,662           127,854
  Capital in excess of
    stated value                  1,369,747         1,343,880
  Retained earnings               7,162,857         6,973,044
  Minimum pension liability        (127,840)         (127,840)
                                  ----------        ----------         
Total stockholders' equity        8,533,426         8,316,938
                                  ----------        ----------         
                                $13,534,448       $12,940,190
                                ===========       ===========
</TABLE>
<PAGE>

<TABLE>
TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements of Income
(Unaudited)                               
<CAPTION>                                          
                                       Three months ended
                                       ------------------
                                       Mar 31       Mar 26
                                        1996         1995
                                     ---------    ---------
<S>                                 <C>          <C>
Net sales                           $3,901,199   $2,936,137
Cost of goods sold                   2,672,264    2,009,542
Selling, administrative and                   
 research and development expenses     842,261      785,903
Amortization of intangible assets       55,543       55,543
                                    ----------   ----------   
Income from operations                 331,131       85,149
Other (income) expense                 (38,300)     (42,880)
Interest expense                        32,718       41,504
                                    ----------   ----------      
Income before taxes                    336,713       86,525
Provision for taxes on income          146,900       47,000
                                    ----------   ----------   
Net income                            $189,813      $39,525
                                    ==========   ==========      
Per share of common stock:
  Net income                             $0.25        $0.05
                                    ==========   ==========   
</TABLE>

Notes:
Per share data are based on 771,974 shares issued and
outstanding in 1996 and 767,124 shares in 1995.
<PAGE>

TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)                                        

<TABLE>
<CAPTION>
                                                   
                                       For the three months ended
                                       --------------------------
                                         Mar 31,          Mar 26,
                                          1996              1995
                                        ---------        --------
<S>                                   <C>              <C>
Cash flows from operating activities:
  Net income (loss)                     $189,813           $39,525
  Adjustments to reconcile net
   income to net cash provided
   (used) by operating activities:
  Depreciation & amortization            238,697           216,959
  Change in operating assets and
    liabilities                         (497,535)         (138,848)
                                        ---------         ---------     
    Net cash provided by operating
     activities                          (69,025)          117,636
                                                   
Cash flows from investing activities:
  Purchase of fixed assets              (156,307)         (110,594)
  Other                                  (15,000)          (16,000)
                                        ---------         ---------     
     Net cash used in investing
      activities                        (171,307)         (126,594)
                                                   
Cash flows from financing activities:
  Principal payments on long-term debt   (34,536)          (33,125)
  Other                                   26,675            28,050
                                        ---------         ---------           
     Net cash provided by (used in)
      financing activities                (7,861)           (5,075)
                                        ---------         ---------  
Net change in cash and cash                             
  equivalents                           (248,193)          (14,033)
                                                   
Cash and cash equivalents at
  beginning of period                    560,692           893,241
                                        ---------         ---------           
Cash and cash equivalents at
  end of period                         $312,499          $879,208
                                        =========         =========  
Supplemental disclosure of cash
  flow information:                                
Cash paid for:                                     
  Interest                               $25,719           $30,382
  Income taxes                          $115,000           $14,577
</TABLE>
<PAGE>
                                                   

    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       March 31, 1996
                              
Note:  1. Basis of Presentation

           The accompanying unaudited condensed consolidated
financial  statements have been prepared in accordance  with
generally   accepted  accounting  principles   for   interim
financial information and with the instructions to Form  10-
QSB and article 10 of Regulation S-X.  Accordingly, they  do
not include all of the information and footnotes required by
generally   accepted  accounting  principles  for   complete
financial  statements.  In the opinion  of  management,  all
adjustments   (consisting  of  normal  recurring   accruals)
considered  necessary  for  a fair  presentation  have  been
included.   Operating  results for the  three  month  period
ended  March 31, 1996 are not necessarily indicative of  the
results  that  may be expected for any future periods.   For
further  information,  refer to the  consolidated  financial
statements  and footnotes thereto included in the  Company's
annual report on Form 10-KSB for the year ended December 31,
1995.

           The consolidated financial statements include the
accounts of Tinsley Laboratories, Inc., and its wholly owned
subsidiaries,  Century  Precision  Industries,  Inc.   d/b/a
Century    Precision   Optics   ("Century")   and    Tinsley
International,  Inc.,  after  elimination  of   intercompany
transactions and balances.

Note: 2.  Inventories

            The  components  of  inventory  consist  of  the
following:
<TABLE>
<CAPTION>
                                           March 31,     December 31,
                                              1996           1995
                                           ---------      ---------
<S>                                      <C>             <C>
Raw materials                              $220,843        $230,271
Contracts in progress (net of cost of                        
progress billings of $556,000 at
March 31, 1996 and
$431,000 at December 31, 1995)            1,246,566         874,604
Finished goods                              620,913         760,113
                                         ----------        ---------
                                         $2,088,322      $1,864,988
                                         ==========      ===========
</TABLE>
<PAGE>

            MANAGEMENT'S DISCUSSION AND ANALYSIS
                   OF QUARTERLY FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

Item 2.

Sales and earnings rose appreciably during the first quarter
of  1996.   Sales  of $3,901,199 increased 33  percent  over
sales  of  $2,936,137  for the prior March  quarter.   First
quarter  net income of $189,813 or 25 cents a share improved
significantly over earnings of $39,525 or five cents a share
the year before.

The  year began with a backlog of $8,885,000.  First quarter
bookings raised backlog to approximately $10,391,000 by  the
end of March, which compares to the $5,552,000 in backlog at
the close of the first quarter of 1995.

At  the  company's  Annual Meeting of Shareholders  held  at
company  headquarters,  April 24,  Tinsley's  prospects  and
opportunities were discussed in the context of the precision
optics industry and markets.  It is the Company's conclusion
that the opportunities are considerable, given the Company's
advances in precision optics manufacturing technology.

Today  Tinsley is in two distinct businesses.   One  is  the
Company's   traditional Precision Optics  business,  Tinsley
Manufacturing.  The second is Film and Video Products, which
the  Company entered in May 1993, when the Company  acquired
Century Precision Optics of North Hollywood, California.

Century has been a strong contributor to Tinsley's sales and
earnings.  Over the past three years a number of new Century
products  have  been  introduced.  The  Company  expects  to
introduce several more in 1996 and early 1997.

As  for Tinsley, the Parent Company, the product mix is much
more  balanced  between the commercial and  military  today.
The Company is looking forward to further improvement in its
business as the needs for high precision optics continue  to
grow.

At  the  Annual  Shareholders Meeting, five  Directors  were
elected  to  serve for the ensuing year:  Robert J.  Aronno,
Steven  L. Davenport, Daniel J. Duckhorn, Stephen E.  Globus
and Steven E. Manios.



Liquidity and Sources of Capital:

Cash  used  by  operations was $69,025 for the three  months
ended   March  31,  1996,  compared  to  cash  provided   by
operations of $117,636 in the three months ended  March  26,
1995.   The  funds provided by net income plus  depreciation
and  amortization for the period, were offset by changes  in
working  capital accounts.  Funds of $545,854 were  used  by
accounts  receivable which increased from the 1995 year  end
level.   Inventories  increased  during  the  three  months,
utilizing  funds  of  $223,334.   Capital  expenditures   of
$156,307 and principal payments on debt of $34,536 were paid
from  available  cash during the three  month  period.   The
Company believes that funds generated from operations should
be  sufficient to meet normal cash flow requirements through
the  balance of 1996.  The Company has a $1 million line  of
credit to draw upon for its short term needs.
<PAGE>

Part II        Other Information

Item  4.    Submission  of Matters to  a  Vote  of  Security
Holders

          Reference  is  made  to materials  appearing  with
          respect to election of the Board of Directors, set
          forth  in the Company's definitive Proxy Statement
          filed in connection with the Company's 1996 Annual
          Meeting  of Shareholders, held on April  24,  1996
          which material is incorporated herein.

Item 6.   Exhibits and Reports on Form 8-K

          (b)   No reports on Form 8-K were filed during the
          current period.


                         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.

                              TINSLEY LABORATORIES, INC.


                              /s/ Robert J. Aronno
                              ____________________________
                              Robert J. Aronno
                              President and
                              Chief Executive Officer


May 13, 1996



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-29-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         312,499
<SECURITIES>                                         0
<RECEIVABLES>                                2,903,878
<ALLOWANCES>                                         0
<INVENTORY>                                  2,088,322
<CURRENT-ASSETS>                             5,889,999
<PP&E>                                       9,682,072
<DEPRECIATION>                               4,423,432
<TOTAL-ASSETS>                              13,534,448
<CURRENT-LIABILITIES>                        2,990,571
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       128,662
<OTHER-SE>                                   8,404,764
<TOTAL-LIABILITY-AND-EQUITY>                13,534,448
<SALES>                                      3,901,199
<TOTAL-REVENUES>                             3,901,199
<CGS>                                        2,672,264
<TOTAL-COSTS>                                3,570,068
<OTHER-EXPENSES>                              (38,300)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              32,718
<INCOME-PRETAX>                                336,713
<INCOME-TAX>                                   146,900
<INCOME-CONTINUING>                            189,813
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   189,813
<EPS-PRIMARY>                                      .25
<EPS-DILUTED>                                      .25
        

</TABLE>


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