TINSLEY LABORATORIES INC
10QSB, 1996-07-29
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 
June 30, 1996						                  Number   0-3063

               TINSLEY LABORATORIES, INC.
____________________________________________________________
(Exact name of registrant as specified in its charter)

           
California	  				                  		94-1049146
State or other jurisdiction 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 June 30, 1996.
<PAGE>



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

<CAPTION>



                                    Jun 30,          Dec 31,
                                     1996             1995
                                    -------          -------
<S>                                 <C>              <C>
ASSETS
Current Assets:
  Cash and short-term investments   $188,215         $560,692 
  Accounts receivable              3,016,334        2,358,798 
  Inventories                      2,240,878        1,864,988 
  Prepaid expenses & other           383,856          443,873
                                   ----------       ----------
  Total current assets             5,829,283        5,228,351 

Net property, plant & equipment    6,171,104        5,285,487 
Other assets                         989,389          909,387 
Net goodwill                       1,455,877        1,516,963 
                                   ----------       ----------
                                 $14,445,653      $12,940,188 
                                 ============     ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Trade account payable             $726,162         $491,296 
  Current income taxes               352,408          362,006 
  Other accrued liabilities        1,861,476        1,727,688 
                                   ----------       ----------
  Total current liabilities        2,940,046        2,580,990 

Long-term debt, less
  current portion                  1,633,415          500,928 
Long-term notes payable
   to related parties,
   less current portion              460,000          860,000 
Deferred income taxes                369,230          369,231 
Deferred compensation                314,277          312,102 
Stockholders' Equity:
  Common stock at stated value       128,662          127,851 
  Capital in excess of
    stated value                   1,369,747        1,343,883 
  Retained earnings                7,358,116        6,973,043 
  Minimum pension liability         (127,840)        (127,840)
                                   ----------       ----------
Total stockholders' equity         8,728,685        8,316,937 
                                   ----------       ----------
                                 $14,445,653      $12,940,188 
                                 ============     ============
</TABLE>
<PAGE>

<TABLE>
TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements of Income
(Unaudited)
<CAPTION>

                          Three months ended   Six months ended
                          ------------------   -----------------
                          Jun 30,    Jun 25,   Jun 30,    Jun 25,
                           1996       1995      1996       1995
                         --------- ---------   --------- ---------
<S>                      <C>       <C>         <C>        <C>
Net sales               $4,250,898 $3,345,290  $8,152,097 $6,281,427 
Cost of goods sold       2,869,940  2,340,085   5,542,204  4,349,627 
Selling, administrative
   and research and
   development expenses    949,025    749,762   1,791,286  1,535,665 
Amortization of 
   intangible assets        55,543     55,543     111,086    111,086 
                        ----------  ---------  ---------- ----------
Income from operations     376,390    199,900     707,521    285,049 
Other (income) expense     (26,856)    64,337     (65,156)    21,457 
Interest expense            56,487     46,647      89,205     88,151 
                        ----------  ---------  ----------  ---------
Income before taxes        346,759     88,916     683,472    175,441 
Provision for taxes
    on income              151,500     47,500     298,400     94,500 
                        ----------  ---------  ----------  ---------
Net income                $195,259    $41,416    $385,072    $80,941 
                        ==========  =========  ==========  =========
Per share of common stock:
  Net income                 $0.25      $0.05       $0.50      $0.11 
                         =========   ========    ========    =======
</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 six months ended
                                    ------------------------
                                     Jun 30,        Jun 25,
                                      1996            1995
                                    --------        -------
<S>                                 <C>            <C>
Cash flows from operating activities:
  Net income (loss)                 $385,072         $80,941 
  Adjustments to reconcile net
   income to net cash provided 
   (used) by operating activities:
  Depreciation & amortization        481,853         436,557 
  Change in operating assets and
    liabilities                     (755,848)        (71,047)
                                    ---------       ---------
    Net cash provided by operating
     activities                      111,077         446,451 

Cash flows from investing activities:
  Purchase of fixed assets        (1,256,384)       (291,098)
  Other                              (30,000)        (28,500)
                                   ----------       ---------
     Net cash used in investing
      activities                  (1,286,384)       (319,598)

Cash flows from financing activities:
  Proceeds from borrowing
        arrangements               1,250,000               0 
  Principal payments on 
        long-term debt              (473,845)       (470,470)
  Other                               26,675          28,050 
                                    ---------       ---------
     Net cash provided by (used in)
      financing activities           802,830        (442,420)
                                    ---------       ---------
Net change in cash and cash
  equivalents                       (372,477)       (315,567)

Cash and cash equivalents at
  beginning of period                560,692         893,241 
                                    ----------      ---------
Cash and cash equivalents at 
  end of period                     $188,215        $577,674 
                                    =========       =========

Supplemental disclosure of cash
  flow information:
Cash paid for:
  Interest                           $99,873        $110,147 
  Income taxes                      $201,000        $180,000 
</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 June 30, 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 six month 
period ended June 30, 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>
                                   June 30,          December 31,
                                     1996                1995
                                  ----------         ------------
<S>                               <C>                <C>
Raw materials                      $217,625           $230,271
Contracts in progress (net of
 cost of progress billings of
 $643,000 at October 1, 1995
 and $431,000 at 
 December 31, 1995)               1,267,912            874,604
Finished goods                      755,341            760,113
                                  ----------          ----------
                                 $2,240,878         $1,864,988
                                 ===========        ===========
</TABLE>
<PAGE>

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

Item 2.

The positive trend in the company's operating results we reported for the 
first quarter continued through the first half, with further gains in sales,
net income and backlog.

Thus sales for the first six months advanced to $8,152,097, rising 30 
percent over first half sales last year of $6,281,427.  Our net income of 
$385,072 or 50 cents a share improved significantly over the $80,941 or 11 
cents a share we earned a year ago.

Sales for the June quarter increased to $4,250,898, up 27 percent from last 
year's sales for the June quarter of $3,345,290.  Second quarter net income 
was appreciably higher:  $195,259 or 25 cents a share compared to $41,416 
or five cents a share a year ago.

Our level of business was generally higher in the first half, raising backlog 
to approximately $11,025,000 by the end of June.  At the start of the year 
backlog was approximately $8,885,000 and $6,907,000 at the end of June, 
1995.

Liquidity and Sources of Capital:

Cash of $111,077 was provided by operating activities during the six 
months ended June 30, 1996, compared to $446,451 in the similar period 
ended June 25, 1995.  Funds provided by net income plus depreciation and 
amortization amounted to $866,925, but was offset $755,848 due to 
changes in operating assets and liabilities.  Most notably accounts 
receivable increased $665,385 and inventories increased $375,890 from 
their 1995 year end balances.

The Company made capital acquisitions totaling $1,256,384 during the first 
six months of 1996, of which $910,000 was used for the purchase of the 
building adjacent to our Richmond facility.

The Company financed part of this purchase with a note payable to the 
former owner of the property in the amount of $750,000.  This note requires 
interest only payments each month for two years, at which time the 
principal become due.

The Company drew down $500,000 against its $1 million line of credit 
during the six months.  Principal payments against debt agreements 
totaled $473,845.

The Company expects that funds generated from operations and available 
through established borrowing agreements should be sufficient to meet 
normal cash flow requirements through the balance of 1996. 

<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 1995 Annual Meeting of Shareholders, held on 
April 26, 1995 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.


						 
						____________________________
						Robert J. Aronno
						President and
						Chief Executive Officer
						

July 25, 1996






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-29-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         188,215
<SECURITIES>                                         0
<RECEIVABLES>                                3,016,334
<ALLOWANCES>                                         0
<INVENTORY>                                  2,240,878
<CURRENT-ASSETS>                             5,829,283
<PP&E>                                      10,782,149
<DEPRECIATION>                               4,611,045
<TOTAL-ASSETS>                              14,445,653
<CURRENT-LIABILITIES>                        2,940,046
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       128,662
<OTHER-SE>                                   8,600,023
<TOTAL-LIABILITY-AND-EQUITY>                14,445,653
<SALES>                                      8,152,097
<TOTAL-REVENUES>                             8,152,097
<CGS>                                        5,542,204
<TOTAL-COSTS>                                7,444,576
<OTHER-EXPENSES>                              (65,156)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              89,205
<INCOME-PRETAX>                                683,472
<INCOME-TAX>                                   298,400
<INCOME-CONTINUING>                            385,072
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   385,072
<EPS-PRIMARY>                                      .50
<EPS-DILUTED>                                      .50
        

</TABLE>


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