<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
---------
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997
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: 0-28942
PRIMEX TECHNOLOGIES, INC.
(Exact name of registrant as specific in its charter)
VIRGINIA 06-1458069
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10101 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA 33716-3807
(Address of principal executive offices) (Zip Code)
(813) 578-8100
(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
------ ------
As of July 31, 1997, there were outstanding 5,137,398 shares of the
registrant's common shares, par value $1.00 per share.
<PAGE>
PRIMEX TECHNOLOGIES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations -
Three Months Ending June 30, 1997 and 1996;
Six Months Ending June 30, 1997 and 1996 4
Condensed Consolidated Statements of Cash Flow -
Six Months Ending June 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
- -------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
PRIMEX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
----------- -------------
(UNAUDITED)
ASSETS
- ------
<S> <C> <C>
Current Assets:
Cash................................................................... $ - $ 20,000
Receivables............................................................ 97,230 123,658
Inventories, Net....................................................... 50,906 57,241
Other Current Assets................................................... 6,813 5,843
--------- ---------
Total Current Assets................................................... 154,949 206,742
Property, Plant and Equipment ........................................... 256,101 254,350
Less Accumulated Depreciation ........................................... (156,817) (149,327)
--------- ---------
99,284 105,023
Goodwill................................................................. 46,103 47,385
Other Assets............................................................. 16,699 14,593
--------- ---------
Total Assets........................................................... $ 317,035 $ 373,743
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Short-Term Borrowings ................................................. $ 12,000 $ -
Accounts Payable....................................................... 18,332 30,147
Contract Advances .................................................... 34,750 -
Accrued Liabilities.................................................... 29,839 28,873
--------- ---------
Total Current Liabilities.............................................. 94,921 59,020
Long-Term Debt......................................................... 50,000 145,000
Other Liabilities...................................................... 25,897 24,589
--------- ---------
Total Liabilities...................................................... 170,818 228,609
Shareholders' Equity
Common Stock; $1.00 par value; 60,000,000 shares
authorized; issued and outstanding 5,137,398
shares at June 30, 1997 and 5,220,276 shares at
December 31, 1996, .................................................... 5,137 5,220
Other Shareholders' Equity............................................. 141,080 139,914
--------- ---------
Total Shareholders' Equity............................................. 146,217 145,134
--------- ---------
Total Liabilities and Shareholders' Equity............................. $ 317,035 $ 373,743
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
PRIMEX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
------------------- -------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997 1996 1997 1996
--------- -------- -------- ---------
<S> <C> <C> <C> <C>
Sales............................................ $112,921 $125,622 $227,720 $227,703
Operating Expenses:
Cost of Goods Sold.............................. 89,755 106,991 185,468 192,952
Selling and Administration...................... 15,605 12,816 30,170 25,030
Research and Development ....................... 1,482 1,542 2,616 2,620
Other Charges................................... - - - 7,500
-------- -------- -------- --------
Operating Income (Loss) ........................ 6,079 4,273 9,466 (399)
Interest Expense................................. 1,336 2,318 2,888 4,631
Interest and Other Income........................ 503 289 599 576
-------- -------- -------- --------
Income (Loss) Before Income Taxes................ 5,246 2,244 7,177 (4,454)
Income Tax Provision ............................ 2,382 1,285 3,442 258
-------- -------- -------- --------
Net Income (Loss)................................ $ 2,864 $ 959 $ 3,735 $ (4,712)
======== ======== ======== ========
Net Income (Loss) Per Share ..................... $.52 $.18 $.68 $(.90)
======== ======== ======== ========
Dividends Per Share.............................. $.15 $ - $.30 $ -
======== ======== ======== ========
Average Common and Common
Equivalent Shares Outstanding
(Thousands) .................................... 5,509 5,220 5,531 5,220
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
PRIMEX TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
($ IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDING
--------------------
JUNE 30, JUNE 30,
1997 1996
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
- --------------------
Net Cash Provided by Operating Activities ............................ $ 68,799 $ 6,758
INVESTING ACTIVITIES
- --------------------
Capital Expenditures ................................................. (2,577) (3,819)
Disposition of Property Plant and Equipment .......................... - 186
-------- --------
Net Cash Used in Investing Activities .............................. (2,577) (3,633)
FINANCING ACTIVITIES
- --------------------
Net Short-Term Borrowing ............................................. 12,000 -
Net Long-Term Debt Repayment ......................................... (95,000) -
Net Transfers to Olin ................................................ - (3,125)
Repurchases of Common Stock ......................................... (1,666) -
Dividends Paid ....................................................... (1,556) -
-------- --------
Net Cash Used in Financing Activities .............................. (86,222) (3,125)
-------- --------
Net Decrease in Cash ................................................. $(20,000) $ -
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
PRIMEX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements of
Primex Technologies, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the 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 statements.
The consolidated financial statements include the accounts of the Company and
its subsidiaries. All significant inter-company transactions and accounts have
been eliminated. 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 and six-month periods ending June 30, 1997
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements, and
notes thereto, for the year ending December 31, 1996 as presented in the
Company's Annual Report on Form 10-K.
Prior to December 31, 1996, the Company was a wholly-owned subsidiary of
Olin Corporation ("Olin") comprised of Olin's former Ordnance Division and
Aerospace Division. The accompanying 1996 condensed consolidated financial
statements include the former combined operations of the Ordnance and Aerospace
Divisions which have been prepared as if the Company had operated as a separate
stand-alone entity and include only those assets and liabilities transferred to
the Company, and revenues and expenses attributable to the Company's operations.
Management believes that the method used to allocate costs during 1996 is
reasonable; however, such allocations may not be indicative of operations as an
independent public company.
NET INCOME (LOSS) PER SHARE
Net income per share for 1997 is computed using the weighted average number
of common shares and dilutive common equivalent shares outstanding during the
applicable period. The calculation of 1996 net income per share amounts on a
pro forma basis assumes that all common shares outstanding immediately after the
December 31, 1996 distribution of Company stock were outstanding for all periods
prior to the distribution.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share", which
simplifies the calculation of earnings per share and makes it comparable to
international earnings per share standards. The statement will become effective
December 31, 1997, and requires restatement of historical earnings per share.
The adoption of Statement 128 is not expected to have a significant impact on
the Company's earnings per share amounts.
6
<PAGE>
PRIMEX TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
INVENTORIES JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
(in thousands)
<S> <C> <C>
Inventories consist of the following:
Raw materials ................................................... $ 4,633 $18,356
Work-in-progress ................................................ 50,954 39,999
Finished goods................................................... 4,469 7,927
------- -------
60,056 66,282
LIFO reserve .................................................... 9,150 9,041
------- -------
$50,906 $57,241
======= =======
</TABLE>
Inventories valued using the last-in, first-out (LIFO) method are based on
annual determination of quantities and costs as of year end; therefore, June 30,
1997 balances reflect certain estimates relating to inventory quantities and
costs at December 31, 1997.
SHORT-TERM BORROWINGS
Short-term borrowings under uncommitted lines of credit at June 30, 1997
represent unsecured notes payable to banks at interest rates similar to the
Company's long-term revolving credit agreement.
CONTRACT ADVANCES
Contract advances represent payments received by the Company for costs
which have not yet been incurred and are liquidated as costs on the related
contracts are recognized.
LONG -TERM BORROWINGS
The Company has entered into hedging transactions, in the form of interest
rate swap agreements, to protect against increases in market interest rates on
its long-term debt. The notional principal subject to interest rate swap
agreements at June 30, 1997 was $60 million on which interest exposure was
limited to 6.38%. The Company is exposed to credit losses in the event of
nonperformance by counter parties to the interest rate swap agreements.
However, the company does not anticipate such nonperformance.
STOCK REPURCHASE
During the three months ending June 30, 1997, the Company paid
approximately $1.7 million in cash for the redemption of 85,446 shares of
common stock which were subsequently retired. The shares were purchased under
an odd-lot tender which expired on June 6, 1997.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- -----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The following table sets forth certain data, expressed as a percentage of
sales, from the Company's Consolidated Statement of Income for the three months
and six months ending June 30, 1997 and June 30, 1996.
<TABLE>
<CAPTION>
Three Months Ending Six Months Ending
--------------------- --------------------
June 30, June 30, June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C> <C> <C>
Sales:
Tank and other large caliber ammunition ........... 37.5% 35.1% 34.6% 33.8%
Medium caliber ammunition ......................... 23.4% 30.5% 25.9% 27.3%
BALL POWDER(R) Propellant ......................... 11.0% 9.4% 11.3% 11.9%
Space products .................................... 9.6% 6.2% 9.0% 6.7%
Electronic products 7.8% 7.4% 8.5% 7.6%
Other products and services ....................... 10.7% 11.4% 10.7% 12.7%
------ ------ ------ -------
100.0% 100.0% 100.0% 100.0%
Cost of goods sold .................................. 79.5% 85.2% 81.4% 84.7%
------ ------ ------ ------
Gross margin ........................................ 20.5% 14.8% 18.6% 15.3%
Selling and administration expense .................. 13.8% 10.2% 13.2% 11.0%
Research and development expense .................... 1.3% 1.2% 1.2% 1.2%
Other charges ....................................... - - - 3.3%
------ ------ ------ ------
Operating income (loss) ............................. 5.4% 3.4% 4.2% (.2)%
Interest expense .................................... 1.2% 1.8% 1.3% 2.0%
Interest and other income ........................... .4% .2% .3% .2%
------ ------ ------ ------
Income (loss) before income taxes ................... 4.5% 1.8% 3.2% (2.0)%
Income tax provision ................................ 2.1% 1.0% 1.5% .1%
------ ------ ------ ------
Net income (loss) .................................. 2.5% .8% 1.7% (2.1)%
====== ====== ====== ======
</TABLE>
RESULTS OF OPERATIONS
During the second quarter of 1997, the Company's sales decreased by $12.7
million, from $125.6 to $112.9 million, or 10.1% compared to the second quarter
of 1996. Sales of $227.7 for the first six months of 1997 were consistent with
the same period in 1996. The 1997 second quarter sales decline reflects the
completion during 1996 of a contract for combined effects munitions, for which
there were no comparable sales in 1997, and lower sales of 120mm tactical tank
ammunition and medium caliber ammunition sales to foreign customers. During the
first six months of 1997, the sales decline caused by the completion of the
combined effects munition contract, lower tactical tank ammunition and
international sales were offset by increased sales of medium caliber ammunition.
Medium caliber ammunition sales during the first six months of 1996 were
negatively impacted by production delays.
Gross margin as a percentage of sales increased to 20.5% in the second quarter
of 1997 compared to 14.8% in the second quarter of 1996 . For the first six
months of 1997, gross margins as a percentage of sales increased to 18.6%
compared to 15.3% during the same period of 1996. Gross margin increases in
the second quarter of 1997 and for the first six months of 1997 reflect
improvements in production performance and delivery of medium caliber
ammunition. Gross margins in 1997 have also benefited from the absence of
start-up costs associated with certain space products and losses incurred on
discontinued solid propellant products occurring in the second quarter of 1996.
8
<PAGE>
Selling and administration expenses increased by $2.8 million or 21.8% in the
second quarter of 1997 and increased by $5.1 million or 20.5% in first six
months of 1997 compared to similar periods in 1996 reflecting continued
expenditures associated with the Company's start-up and status as a new
independent public company.
Operating income for the second quarter of 1997 increased $1.8 million
compared to the second quarter of 1996. For the first six months of 1997,
operating profit increased $9.8 million compared to the same period of 1996.
Operations for the first six months of 1996 included a $7.5 million charge
associated with the settlement of claims related to the Company's Marion,
Illinois facility and a contract dispute with the Belgium Ministry of Defense.
The Company's effective tax rates differ from statutory tax rates due
principally to expenses associated with goodwill which are not deductible for
federal and state income tax purposes. Additionally, 1996 effective tax rates
reflect expenses associated with fines and penalties which are not deductible
for federal and state income tax purposes.
Interest expense declined to $1.3 million and $2.9 million in the second
quarter and first six months of 1997, respectively, compared to $2.3 million and
$4.6 million for the same periods of 1996, respectively. This decrease reflects
the combination of a lower level of debt and lower interest rates during 1997
compared to the same periods for 1996.
Net income of $2.9 million for the second quarter and $3.7 million for the
first six months of 1997 million compares favorably to the $1.0 million net
income and $4.7 million net loss incurred during the same periods of 1996. The
loss reported by the Company for the first six months of 1996 included $7.5
million of pre-tax charges associated with the settlement of the Marion and
Belgium claims described above.
LIQUIDITY AND SOURCES OF CAPITAL
Cash flow from operations increased to $68.8 million during the first six
months of 1997 compared to $6.8 million in the first six months of 1996. The
increase is primarily the result of the Company receiving accelerated
performance based payments of $61 million under two of the Company's contracts
and the liquidation of receivables and inventory as a result of increased
shipments of medium and large caliber ammunition. These increased shipments
reflect a recovery from production delays the Company experienced during 1996.
Funds from operations were used to reduce borrowings by $83 million, from $145
to $62 million, during the first six months of 1997. During the first six months
of 1997, capital expenditures declined to $2.6 million from $3.8 million in the
first six months of 1996 due to the timing of current commitments.
Additionally, funds from operations were sufficient to pay dividends of $.15 per
share in each of the 1997 first and second quarters.
The Company has a revolving credit agreement ("RCA") under the terms of which
participating banks have committed a maximum of $160 million for cash borrowing
and letters of credit. The RCA expires on December 31, 2001. The RCA contains
covenants requiring the Company to maintain minimum ratios of (i) earnings
before interest and taxes to interest expense, and (ii) total debt to earnings
before interest, taxes, depreciation and amortization and contains certain
minimum tangible net worth requirements. Management believes that the Company
is currently in compliance with all covenants and requirements under this credit
facility. To facilitate short-term borrowing flexibility, certain RCA
participating banks have agreed to provide the company uncommitted and unsecured
short-term lines of credit at interest rates similar to those under the RCA.
Aggregate borrowings under the RCA and short-term lines
9
<PAGE>
are limited to the committed maximum of $160 million. At June 30, 1997, the
Company had unused availability of $98 million under the RCA facility.
On April 1, 1997, the Company announced a program to purchase lots of less
than 100 shares held by a single shareholder ("odd-lot shares"). During the
term of the program, which expired on June 6, 1997, the Company purchased and
retired 85,446 shares of common stock at a cost of approximately $1.7 million
in cash. The Company anticipates future administration cost savings as a result
of the reduction in the number of individual shareholders.
During July 1997, the Company received an additional $61 million of
accelerated performance based payment which were used to reduce debt.
Concurrent with this debt reduction the Company negated all interest rate swap
agreements.
The Company believes, based on its working capital, fixed capital, and
dividend requirements, that future cash flow from operations and amounts
available under the Company's RCA are adequate to meet the Company's anticipated
cash requirements.
FORWARD-LOOKING STATEMENTS
All forward-looking information in this report constitutes "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995,
and is based on management's current expectations of the Company's near term
results, based on current information available and pertaining to the Company.
Actual results may differ materially from those projected in the forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including those related to demand for commercial powder, international business
opportunities, ammunition lot acceptance, product cost and schedule performance
and continuation of contract funding and payment terms. Other factors that may
also cause actual results to differ from the forward-looking statements include
changing economic and political conditions in the United States and in other
countries; changes in governmental laws and regulations surrounding various
matters, such as environmental remediation, contract pricing, and international
trading restrictions; changes in governmental spending and budgetary policies,
such as reductions in the level of defense spending and redirection of
Department of Defense program funding; production and pricing levels of
important raw materials; lower than anticipated levels of plant utilization
resulting in production inefficiencies and higher costs, which relate to the
delay of new product introductions, improved production processes or equipment,
or labor relation issues; difficulties or delays in the development, production,
testing and marketing of products; product margins and customer product
acceptance; and costs and effects of legal and administrative cases,
proceedings, settlements and investigations involving the Company.
10
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
The Company is primarily engaged in providing products and services under
contracts with the U.S. Government and, to a lesser degree, under foreign
Government contracts, some of which are funded by the U.S. Government. All such
contracts are subject to extensive legal and regulatory requirements and, from
time to time, agencies of the U.S. Government review, audit or investigate
whether the Company's operations are being conducted in accordance with these
requirements. If such reviews, audits or investigations were to find
inappropriate activity by the Company, such findings could result in contract
repayments or administrative, civil or criminal liabilities including
repayments, fines or penalties being imposed upon the Company, or could lead to
suspension or debarment from future Government contracting by the Company.
The Company has strict policies requiring its employees to comply with all
applicable legal standards relating to contract procurement and administration.
In addition, the Company requires adherence to high ethical standards by its
employees. The Company has an Ethics and Compliance Program in which each major
facility has an ethics officer who acts as a resource for encouraging and
monitoring compliance with these standards. It is the policy of the Company and
its subsidiaries to cooperate fully with all Governmental reviews, audits and
investigations of their affairs.
The Company is a party to a number of pending or threatened routine
investigations, claims and proceedings. While the Company cannot predict the
outcome of the pending or threatened proceedings, it does not believe that the
consequences will be materially adverse to its results of operation or financial
position or that the Company's liability with respect thereto will exceed the
amounts which have previously been charged to operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
On August 5, 1997, the Company held its Annual Meeting of Shareholders. The
matters submitted to a vote by the shareholders were the election of three
directors and the appointment of independent accountants for the Company. Votes
cast for or withheld regarding the election of three directors for a term
expiring in 2000 were as follows:
For Withheld
--- --------
Edwin M. Glasscock ................................. 4,788,750 64,455
Robert H. Rau ....................................... 4,806,079 47,126
Leon E. Salomon ................................... 4,805,141 48,064
There were no broker non-votes.
The foregoing represents three of the Company's nine Directors. The other six
directors, whose terms of office as directors continue after the meeting, are as
follows:
Term Expiring in 1998 Term Expiring in 1999
---------------------- ---------------------
Angelo A. Catani James G. Hascall
Bob Martinez David Lasky
Anthony W. Ruggiero William B. Mitchell
The shareholders approved the appointment of Ernst & Young LLP, independent
public accountants for the Company. The holders of 4,813,831 shares voted in
favor; 14,131 voted against; 25,243 abstained from voting. There were no
broker non-votes.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) Exhibits
11. Statement Re: Computation of Per Share Earnings
27. Financial Data Schedule
(b) Reports filed on Form 8-K during this quarter
During the quarterly period ended June 30, 1997, the registrant filed
the following reports on Form 8-K:
Date of Report Items Reported
-------------- --------------
June 26, 1997 (Amendment of 8-K Item 4. Changes in Registrant's
Filed February 10, 1996) Certifying Accountants
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PRIMEX TECHNOLOGIES, INC.
(Registrant)
Date: August 14 , 1997 /s/ George H. Pain
-----------------------------------
Vice President, General Counsel and
Secretary
Date: August 14, 1997 /s/John E. Fischer
-----------------------------------
Vice President, Chief Financial Officer
and Accounting Officer
13
<PAGE>
EXHIBIT 11.
PRIMEX TECHNOLOGIES, INC.
COMPUTATION OF EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARES
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
----------------------- -----------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30
1997 1996 1997 1996
---------- ----------- ---------- -----------
(NOTE) (NOTE)
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
- --------------------------
Weighted Average Shares Outstanding ............ 5,171,116 5,220,276 5,196,844 5,220,276
Shares Issuable in Connection with Stock Plans....... 338,304 - 333,924 -
---------- ---------- ---------- ----------
Weighted Average Common and Common
Equivalent Shares Outstanding ............... 5,509,420 5,220,276 5,530,768 5,220,276
========== ---------- ---------- ----------
Net Income (Loss) (In Thousands) ............... $ 2,864 $ 959 $ 3,735 $ (4,712)
========== ========== ========== ==========
Net Income (1997)/Proforma Net Income (Loss)
(1996) Per Share ................................ $ .52 $ .18 $ .68 $ (.90)
========== ========== ========== ==========
FULLY DILUTED EARNINGS PER SHARE
- --------------------------------
Weighted Average Shares Outstanding ............... 5,171,116 5,220,276 5,196,844 5,220,276
Shares Issuable in Connection with Stock Plans ........... 338,304 - 333,924 -
--------- ---------- ---------- ----------
Weighted Average Common and Common
Equivalent Shares Outstanding ..................... 5,509,420 5,220,276 5,530,768 5,220,276
--------- ---------- ---------- ----------
Net Income (Loss) (In Thousands) ..................... $ 2,864 $ 959 $ 3,735 $ (4,712)
========= ========== ========== ==========
Net Income (1997)/Proforma Net Income (Loss) (1996)
Per Share..... ..................................... $ .52 $ .18 $ .68 $ (.90)
========= ========== ========== ==========
</TABLE>
NOTE: The calculation of 1996 per share amounts on a pro forma basis assumes
that all common shares outstanding immediately after the December 31,
1996 distribution of Company stock were outstanding for all periods prior
to the distribution.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1997 AND THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDING JUNE 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 97,230
<ALLOWANCES> 0
<INVENTORY> 50,906
<CURRENT-ASSETS> 154,949
<PP&E> 256,101
<DEPRECIATION> 156,817
<TOTAL-ASSETS> 317,035
<CURRENT-LIABILITIES> 94,921
<BONDS> 0
0
0
<COMMON> 5,137
<OTHER-SE> 141,080
<TOTAL-LIABILITY-AND-EQUITY> 317,035
<SALES> 227,720
<TOTAL-REVENUES> 227,720
<CGS> 185,468
<TOTAL-COSTS> 185,468
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,888
<INCOME-PRETAX> 7,177
<INCOME-TAX> 3,442
<INCOME-CONTINUING> 3,735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,735
<EPS-PRIMARY> 0.68
<EPS-DILUTED> 0.68
</TABLE>
