<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[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 1-14210
LUMEN TECHNOLOGIES, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3868804
-------- ----------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
Suite B-302
555 Theodore Fremd Avenue
Rye, New York 10580
- --------------------------------------- ------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
Registrant's telephone number, including area code: (914) 967-9400
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 REGISTRANT'S CLASSES OF
COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.
Common Shares, par value $.01 - 20,710,586 Shares as of August 10, 1998
Page 1 of 13.
Exhibit Index Appears at Page 12.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
LUMEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,633 $ 762
Trade receivables, net 25,380 10,214
Inventories 30,791 9,534
Investment in and net receivable from discontinued operations 51,567
Other current assets 3,060 6,094
----------- -----------
Total current assets 61,864 78,171
Property and equipment, net 38,535 13,763
Goodwill and intangibles, net 44,377 13,363
Equity in and notes receivable from affiliated companies 8,773
Other assets 6,078 5,619
----------- -----------
Total assets $ 150,854 $ 119,689
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term debt and current portion of long term debt $ 24,l79 $ 25,458
Accounts payable 11,499 4,891
Other accrued expenses 23,652 13,485
----------- -----------
Total current liabilities 59,330 43,834
Long-term debt 28,500 31,349
Non-recourse long-term debt 8,404
Convertible subordinated notes 14,944 23,742
Other 7,570 8,307
----------- -----------
Total liabilities 118,748 107,232
----------- -----------
Minority interests 224
Mandatorily redeemable preferred stock 9,294
Stockholders' equity:
Common stock - par value $.01; 50,000 shares 207 88
authorized; 20,711 and 8,815 shares issued
Additional paid-in capital 69,737 28,743
Treasury stock - 2 shares, at cost (17)
Accumulated deficit (38,062) (25,651)
----------- -----------
Total stockholders' equity 31,882 3,163
----------- -----------
Total liabilities and stockholders' equity $ 150,854 $ 119,689
=========== ===========
</TABLE>
2
See accompanying notes to condensed financial statements.
<PAGE> 3
LUMEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Six months ended
June 30, June 30,
-------------------------- ---------------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Net sales $ 40,214 $ 12,200 $ 68,929 $ 23,164
COSTS AND EXPENSES:
Cost of sales 26,543 7,679 45,621 14,186
Selling, general and administrative 7,165 2,169 13,005 4,387
Merger and spinoff related nonrecurring, non-cash charges 16,704
Depreciation and amortization 1,213 323 2,056 669
Interest expense 1,409 902 2,604 1,705
Other expense (income) 66 (309) 86 (740)
--------- --------- --------- ---------
Total costs and expenses 36,396 10,764 80,076 20,207
--------- --------- --------- ---------
Income (loss) from continuing operations before taxes 3,818 1,436 (11,147) 2,957
Provision for income taxes 1,386 443 463 926
Minority interests 80 115
--------- --------- --------- ---------
Income (loss) from continuing operations 2,352 993 (11,725) 2,031
Income (loss) from discontinued operations 431 (686) 18
========= ========= ========= =========
Net income (loss) $ 2,352 $ 1,424 $ (12,411) $ 2,049
========= ========= ========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 20,575 8,815 16,055 8,785
Diluted 21,640 8,836 16,812 8,808
BASIC EARNINGS (LOSS) PER SHARE
From continuing operations $ 0.11 $ 0.11 $ (0.73) $ 0.23
From discontinued operations 0.05 (0.04)
========= ========= ========= =========
$ 0.11 $ 0.16 $ (0.77) $ 0.23
========= ========= ========= =========
DILUTED EARNINGS (LOSS) PER SHARE
From continuing operations $ 0.11 $ 0.11 $ (0.73) $ 0.23
From discontinued operations 0.05 (0.04)
========= ========= ========= =========
$ 0.11 $ 0.16 $ (0.77) $ 0.23
========= ========= ========= =========
</TABLE>
3
See accompanying notes to condensed financial statements.
<PAGE> 4
LUMEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
-------------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided (used) by operating activities
of continuing operations $ 2,809 $ (1,374)
Net cash provided by operating activities
of discontinued operations 662
----------- -----------
Net cash provided (used) by operating activities $ 2,809 $ (712)
----------- -----------
Cash flows from investing activities:
Cash expended on acquisitions, net of cash received (8,100) (1,241)
Capital expenditures (1,320) (397)
Net cash used by investing activities
of discontinued operations (1,073)
----------- -----------
Net cash used by investing activities $ (9,420) $ (2,711)
----------- -----------
Cash flows from financing activities:
Proceeds from (payment to) revolving credit line (1,370) 1,767
Payments for short term obligations (2,428)
Proceeds from (payments for) long term obligations (5,701) 341
Proceeds from issuances of common stock 1,215 426
Purchases of treasury stock (204)
Net cash used by financing activities
of discontinued operations 16,766 410
----------- -----------
Net cash provided by financing activities $ 8,482 $ 2,740
----------- -----------
Net increase (decrease ) in cash $ 1,871 $ (683)
Cash and cash equivalents at beginning of period 762 2,164
=========== ===========
Cash and cash equivalents at end of period $ 2,633 $ 1,481
=========== ===========
</TABLE>
SUPPLEMENTAL CASH FLOW INFORMATION:
Non-cash investing and financing activities:
In March 1998, the Company completed the ILC Merger and Spinoff (as defined in
Note 1). In connection with these transactions, certain assets and liabilities
of the Company were assigned to Bolle pursuant to the Contribution Agreement (as
defined in Note 1). In addition, the Company contributed approximately $17
million of intercompany receivables to its investment in Bolle prior to the
Spinoff.
The Company canceled its Series A Mandatorily Redeemable Preferred Stock of $9.3
million in exchange for the settlement of a portion of the intercompany
receivables from Bolle described above.
4
See accompanying notes to condensed financial statements.
<PAGE> 5
LUMEN TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
On March 11, 1998, Lumen Technologies, Inc. (the "Company") distributed its
subsidiary, Bolle Inc. ("Bolle"), to its stockholders via a spinoff (the
"Spinoff"). In the Spinoff, Company stockholders received one share of Bolle
common stock for every three shares of Company common stock. In conjunction with
the Spinoff, the Company and Bolle entered into a Management Services Agreement
and a Bill of Sale and Assignment Agreement (the "Contribution Agreement"). The
Management Services Agreement provides management services to Bolle for an
agreed fee. In accordance with the Contribution Agreement, (i) the Company
assigned to Bolle all of the Company's assets other than the assets related to
the ORC Technologies, Inc. ("ORC") Business (as defined in the Contribution
Agreement) and certain other specific assets retained by the Company, and (ii)
Bolle assumed all of the Company's liabilities prior to the Spinoff other than
those related to the ORC Business and certain specific liabilities.
On March 12, 1998, the Company (through its wholly-owned subsidiary, BILC
Acquisition Corp.) completed its merger with ILC Technologies, Inc. ("ILC
Merger"). Under the terms of the agreement, ILC shareholders received 2.2042
shares of Company Common Stock for each share of ILC common stock outstanding.
Immediately prior to and in conjunction with the ILC Merger, the Company changed
its name to Lumen Technologies, Inc. and effected a one-for-two reverse stock
split. The effect of the one-for-two reverse split has been retroactively
presented in these financial statements.
The accompanying unaudited condensed financial statements reflect (i) the
continuing operations of ORC and ILC; (ii) Bolle net assets as of December 31,
1997 as "Investment in and net receivables from discontinued operations" and
Bolle's results of operations as discontinued for all periods presented; (iii)
the ILC Merger; and, (iv) the disposition of certain assets and liabilities
pursuant to the Contribution Agreement.
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles, Regulation S-X and the
instructions for Form 10-Q. These statements contain all adjustments, consisting
only of normal, recurring adjustments, except for adjustments made in connection
with the Spinoff and ILC Merger (as described in Notes 3 and 4) which occurred
in the first quarter of 1998, which in the opinion of management are necessary
to fairly present the consolidated financial position of the Company as of June
30, 1998 and its results of operations for the three and six months ended June
30, 1998 and 1997 and its cash flows for the six months ended June 30, 1998 and
1997. The results of operations of the interim periods presented are not
necessarily indicative of the results to be expected for the full fiscal year.
The consolidated balance sheet as of December 31, 1997 reflects the investment
in discontinued operations. These condensed financial statements should be read
in conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities, in July 1998. The Statement establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that all derivatives be recognized as either assets or liabilities and
that these instruments be measured at fair value. This standard, which is
effective for fiscal quarters of fiscal years beginning after June 15, 1999, is
not expected to have a material impact on the Company.
5
<PAGE> 6
NOTE 2 - DISCONTINUED OPERATIONS
On March 11, 1998, the Company completed the Spinoff. Accordingly, the results
of operations of Bolle Inc. have been included in discontinued operations for
the six months ended June 30, 1997 and for the period from January 1, 1998 until
the Spinoff on March 11, 1998.
Summarized information on the combined discontinued operations follows (in
thousands):
<TABLE>
<CAPTION>
Six months ended
June 30,
1998 1997
---------- ----------
<S> <C> <C>
Net sales $ 6,705 $ 10,513
Income (loss) from discontinued operations before taxes $ (949) $ 45
Income tax expense (benefit) (370) 27
Preferred stock dividend 107
-----------------------------
Income (loss) from discontinued operations $ (686) $ 18
=============================
</TABLE>
NOTE 3 - ILC MERGER
As described in Note 1, on March 12, 1998, the Company completed the ILC Merger
in a transaction accounted for as a purchase. To effect the ILC Merger, the
Company acquired all of the shares of ILC in exchange for 10.9 million shares of
Company common stock. Total consideration including $10.2 million of merger
related expenses was $67.5 million. A summary of the preliminary allocation of
purchase price is as follows:
<TABLE>
<S> <C>
(in thousands)
Current assets $ 23,836
Property and equipment 25,873
Goodwill and intangibles 35,209
Other assets 95
Current liabilities (12,902)
Long term liabilities (4,568)
----------
$ 67,543
----------
</TABLE>
The Company determined that net book value approximated fair value for current
assets, other assets, current liabilities and other liabilities, except for
certain adjustments to inventories and trade receivables. Reserves of $3.2
million were established as part of purchase accounting for integration and
other expenses. Land and buildings were revalued based on independent appraisals
resulting in a step up of $4.3 million. For all other property, plant and
equipment, book value was assumed to approximate fair value.
Based on work carried out to date by an independent appraisal firm and
management's estimates, in process research and development costs acquired
approximated $7.0 million. See Note 4.
The remainder of the excess of purchase price over book value of $28.2 (after
the purchased in process research and development charge of $7.0 million) was
allocated to goodwill which is being amortized over 40 years.
6
<PAGE> 7
NOTE 4 - MERGER AND SPINOFF RELATED NONRECURRING, NON-CASH CHARGES
The Company's merger and spinoff related nonrecurring, non-cash charges of $16.7
million during the six months ended June 30, 1998 include the following:
(i) a $9.7 million nonrecurring, non-cash compensation charge relating to
stock options. In connection with the ILC Merger and Spinoff, the
Company stock option grants outstanding at March 11, 1998 were changed
into separate Company and Bolle stock option grants in order to
maintain the option holders' economic position equivalent to that
immediately prior to the ILC Merger and Spinoff, in each of the
separate companies. The changes to the option grants resulted in a
nonrecurring, non-cash compensation charge equal to the excess of fair
market value over the exercise price of the new grants of $9.7 million
with a corresponding credit being recorded to additional paid in
capital. The charge is reflected in the Company's financial statements
for the six months ended June 30, 1998; and,
(ii) a $7.0 million write-off of in process research and development costs
("R&D") acquired in connection with the ILC Merger. Purchased in
process R&D includes the value of products in the development stage
which at the date of acquisition are not considered to have reached
technological feasibility. In accordance with Financial Accounting
Standards Board Interpretation No. 4, purchased in process R&D is
required to be expensed by the acquirer. Accordingly, $7.0 million of
the purchase price of ILC was expensed during the first quarter ended
March 31, 1998 and is reflected in the Company's financial statements
for the six months ended June 30, 1998.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
In March 1998, the Company completed the acquisition of ILC Technology, Inc.
("ILC") (the "ILC Merger") and the spinoff of Bolle Inc. to its stockholders
(the "Spinoff"). As of January 1, 1998, the Company increased its effective
common stock ownership of Voltarc Technologies, Inc. ("Voltarc") to 50%.
Accordingly, the Company has consolidated Voltarc for the current year periods
presented. The current year results are therefore not comparable to historical
results.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1998 COMPARED TO QUARTER ENDED JUNE 30, 1997
For the quarter ended June 30, 1998, net sales were $40.2 million compared to
$12.2 million for the quarter ended June 30, 1997. This increase was largely due
to the inclusion of ILC and Voltarc in addition to strong internal growth.
Gross margin of 34% for the quarter ended June 30, 1998 decreased from 37% for
the quarter ended June 30, 1997 due to the different mix of business following
the acquisitions of ILC and Voltarc.
Selling, general and administrative expenses of $7.2 million for the quarter
ended June 30, 1998 increased $5.0 million compared to the quarter ended June
30, 1997 primarily due to the acquisitions of ILC and Voltarc. As a percentage
of sales, selling, general and administrative expenses were 18% for the current
and prior year quarters.
Depreciation and amortization increased from $0.3 million during the quarter
ended June 30, 1997 to $1.2 million for the quarter ended June 30, 1998. This
increase is due to additional goodwill amortization and fixed asset depreciation
associated with the acquisitions referred to above.
Interest expense of $1.4 million for the quarter ended June 30, 1998 increased
from $0.9 million last year due to higher debt outstanding as a result of the
acquisitions of Voltarc and ILC. The Company's cost of capital has not changed
significantly, however, Voltarc's debt is at a higher cost of capital than the
Company's recourse debt. The increase in the Company's outstanding debt since
December 31, 1997 is primarily due to acquisition debt associated with ILC and
Voltarc.
The Company's effective tax rate of 36% for the quarter ended June 30, 1998
reflects the quarter's portion of the Company's effective annual tax rate of
35%. This compares to an effective tax rate of 31% for the quarter ended June
30, 1997.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
Net sales for the six months ended June 30, 1998 were $68.9 million compared to
$23.2 million for the six months ended June 30, 1997. The increase is due to the
acquisitions of ILC and Voltarc in addition to strong internal sales growth.
Gross margin for the six months ended June 30, 1998 was 34% versus 39% for the
six months ended June 30, 1997. This decrease is due to the different mix of
business resulting from the acquisitions of ILC and Voltarc.
Selling, general and administrative expenses for the six months ended June 30,
1998 were $13.0 million or 19% of sales compared to $4.4 million or 19% of sales
for the six months ended June 30, 1997. This dollar increase is due to the
inclusion of ILC and Voltarc.
8
<PAGE> 9
The Company's merger and spinoff related nonrecurring, non-cash charges of $16.7
million during the six months ended June 30, 1998 includes a $9.7 million
nonrecurring, non-cash compensation charge relating to stock options and a $7.0
million write-off of in process research and development costs acquired in
connection with the ILC Merger.
Depreciation and amortization increased from $0.7 million during the six months
ended June 30, 1997 to $2.1 million for the six months ended June 30, 1998. This
increase is due to the addition of goodwill amortization and fixed asset
depreciation associated with the acquisitions referred to above.
Interest expense of $2.6 million for the six months ended June 30, 1998
increased from $1.7 million during the same period last year due to higher debt
outstanding as a result of the acquisitions of Voltarc and ILC. The Company's
cost of capital has not changed significantly, however, Voltarc's debt is at a
higher cost of capital than the Company's recourse debt. The increase in the
Company's outstanding debt since December 31, 1997 is primarily due to
acquisition and assumed debt associated with Voltarc and ILC.
The Company's effective tax rate of (0.4%) reflects the Company's effective
annual tax rate of 35% offset by two items in the nonrecurring, non-cash charge
which result in permanent tax differences to the Company: (i) a portion of the
stock compensation charge, and (ii) the in process research and development
charge. This compares to an effective tax rate of 31% for the six months ended
June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended June 30, 1998, the Company provided cash from
operations of $2.8 million primarily consisting of net income excluding non-cash
charges plus depreciation and amortization offset by changes in working capital
balances. ILC Merger and Bolle Spinoff expenses paid during the six months ended
June 30, 1998 have been included in investing activities as part of cash paid
for acquisitions. Cash paid for acquisitions also includes cash paid to increase
the Company's ownership of Voltarc to 50%. Cash on hand was used to pay down
credit facilities. Proceeds from issuance of common stock consisted of stock
option exercises during the period.
On March 11, 1998, in conjunction with the ILC Merger and Spinoff, the Company
and its subsidiaries entered into a Second Amended and Restated Credit Agreement
(the "New Credit Agreement"). The New Credit Agreement provides for a $40
million revolving credit facility, which includes a letter of credit subfacility
of $5 million, and a $30 million term facility. During the quarter ended June
30, 1998, the Company's average interest rate related to average debt
outstanding excluding Voltarc's debt was 7.1%.
OTHER MATTERS
The Company utilizes software and related technologies throughout its businesses
that will be affected by the Year 2000 problem, which is common to most
corporations. The Company is addressing the effect of the potential Year 2000
problem on all of its critical systems and with all of its critical vendors and
customers. Management believes it will be able to modify or replace its affected
systems in time to minimize any detrimental effects on its operations. The
Company's main operating software will be modified to be Year 2000 compliant as
part of its normal maintenance upgrades during 1998. This system is currently
being implemented at the Company's recently acquired subsidiary, ILC. In
conjunction with that implementation, the software vendor has certified the
software's Year 2000 compliance. Based on current plans, the Company expects
that any costs related to Year 2000 compliance will not have a material adverse
impact on the liquidity or financial position of the Company.
9
<PAGE> 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Approximately $7.5 million of the Company's assets as of June 30, 1998 were
denominated in British Pounds Sterling. The Company may from time to time enter
into forward or option contracts to hedge the related foreign exchange risks.
The Company does not enter into market risk sensitive transactions for trading
or speculative purposes.
The Company's indebtedness is sensitive to changes in interest rates. Interest
rates are reset to market rates every 30-90 days.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 31, 1998, the Registrant held its Annual Meeting of Stockholders (the
"Meeting"). At the Meeting, the stockholders were asked (i) to vote on the
election of Directors and (ii) to ratify the selection of PricewaterhouseCoopers
LLP as the Company's independent accountants for the year ending December 31,
1998.
The following directors were elected for a term of one year, by the votes
indicated below:
<TABLE>
<CAPTION>
Director Shares Voted For: Shares Abstaining:
-------- ----------------- ------------------
<S> <C> <C>
Martin E. Franklin 17,031,628 20,572
Ian G.H. Ashken 17,031,628 20,572
Harrison H. Augur 17,032,056 20,144
Richard D. Capra 17,030,983 21,217
George B. Clairmont 17,031,377 20,823
David L. Moore 17,030,977 21,223
William T. Sullivan 17,029,811 22,389
</TABLE>
No shares were voted against any of the candidates.
Ms. Nora A. Bailey and Mr. Henry C. Baumgartner, formerly Directors of the
Company, retired from the Company's Board of Directors effective as of the date
of the Meeting.
The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP,
with 16,923,360 shares voted for; 9,203 shares voted against; and, 119,637
shares abstaining.
ITEM 6. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
27 Financial Data Schedule (for electronic filing only), filed
electronically herewith.
(d) REPORTS ON FORM 8-K:
No Current Reports on Forms 8-K were filed during the quarter ended
June 30, 1998.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LUMEN TECHNOLOGIES, INC.
Date: August 11, 1998 By: /s/ Martin E. Franklin
---------------------------------
Martin E. Franklin
Chairman
Date: August 11, 1998 By: /s/ Ian G.H. Ashken
---------------------------------
Ian G.H. Ashken
Chief Financial Officer
11
<PAGE> 12
EXHIBIT INDEX
The following Exhibits are filed herewith or incorporated by reference:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
NUMBER EXHIBIT PAGE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
27 Financial Data Schedule (for electronic filing only). 13
- ---------------------------------------------------------------------------------------------------------
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 2,633
<SECURITIES> 0
<RECEIVABLES> 25,380
<ALLOWANCES> 0
<INVENTORY> 30,791
<CURRENT-ASSETS> 3,060
<PP&E> 38,535
<DEPRECIATION> 0
<TOTAL-ASSETS> 150,854
<CURRENT-LIABILITIES> 59,330
<BONDS> 0
0
0
<COMMON> 207
<OTHER-SE> 31,675
<TOTAL-LIABILITY-AND-EQUITY> 150,854
<SALES> 40,214
<TOTAL-REVENUES> 0
<CGS> 26,543
<TOTAL-COSTS> 36,396
<OTHER-EXPENSES> 66
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,409
<INCOME-PRETAX> 3,818
<INCOME-TAX> 1,386
<INCOME-CONTINUING> 2,352
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,352
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.11
</TABLE>
