FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 1997
Commission File Number: 0-21461
OMNIQUIP INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1721419
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 East Main Street, Port Washington, Wisconsin 53074
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(Address of principal executive offices)
(Zip Code)
(414) 268-8965
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(registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
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
The number of shares of Common Stock, $0.01 par value, of the registrant
outstanding as of February 15, 1998 was 14,260,000.
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Index
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Page
Number
------
Part I Financial Information
Item 1. Financial Statements (Unaudited, except as noted)
Consolidated Balance Sheet at December 31, 1997
and September 30, 1997 (Audited) 3
Consolidated Statement of Income for the three months
ended December 31, 1997 and December 31, 1996 4
Consolidated Statement of Changes in
Stockholders' Equity for the three months
ended December 31, 1997 5
Consolidated Statement of Cash Flows for the three
months ended December 31, 1997 and December 31,
1996 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 10-13
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures
Page 2
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Consolidated Balance Sheet
(Dollars in Thousands Except Per Share Data)
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<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 5 $ 5
Accounts receivable, net 45,556 22,689
Inventories 64,791 30,956
Prepaid expenses and other current assets 9,513 6,640
-------------- --------------
Total current assets 119,865 60,290
Property, plant and equipment, net 37,522 17,130
Goodwill, net 124,183 65,359
Other assets, net 2,373 1,519
-------------- --------------
$ 283,943 $ 144,298
============== ==============
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ 10,000 $ 8,625
Accounts payable 28,909 20,433
Accrued liabilities 21,416 16,830
-------------- --------------
Total current liabilities 60,325 45,888
-------------- --------------
Long-term debt 146,749 25,609
Other noncurrent liabilities, net 422 422
Deferred income taxes 1,981 1,981
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149,152 28,012
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Commitments and contingencies (Notes 3 and 7)
Stockholders' equity:
Preferred stock, $.01 par value, 1,500,000 shares
authorized; no shares issued and outstanding
Common stock; $.01 par value, 100,000,000 shares
authorized; 14,260,000 and 14,250,000 shares
issued and outstanding at December 31, 1997 and
September 30, 1997, respectively 143 143
Additional paid-in capital 43,902 43,726
Notes receivable from stockholders and other (528) (352)
Cumulative translation adjustment (785) -
Retained earnings 31,734 26,881
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Total stockholders' equity 74,466 70,398
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$ 283,943 $ 144,298
============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 3
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Consolidated Statement of Income (Unaudited)
(Dollars in Thousands Except Per Share Data)
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<TABLE>
<CAPTION>
Three months Three months
ended ended
December 31, December 31,
1997 1996
<S> <C> <C>
Net sales $ 84,575 $ 59,166
Cost of sales 63,433 43,887
---------------- --------------
Gross profit 21,142 15,279
Selling, general and administrative expenses 9,459 5,755
---------------- --------------
Operating profit 11,683 9,524
Other expenses:
Interest on indebtedness 1,805 2,183
Other finance charges 674 534
Other, net (47) 55
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2,432 2,772
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Income before income taxes and extraordinary item 9,251 6,752
Provision for income taxes 3,711 2,774
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Income before extraordinary item 5,540 3,978
Extraordinary item - loss on debt refinancing, net of
income tax benefit of $371 (545) -
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Net income $ 4,995 $ 3,978
================ ==============
Basic earnings per share:
Income before extraordinary item $ 0.39 $ 0.35
Extraordinary item (0.04) 0.00
---------------- --------------
Net income $ 0.35 $ 0.35
================ ==============
Weighted average shares 14,255 11,250
================ ==============
Diluted earnings per share:
Income before extraordinary item $ 0.39 $ 0.35
Extraordinary item (0.04) 0.00
---------------- --------------
Net income $ 0.35 $ 0.35
================ ==============
Weighted average shares 14,366 11,250
================ ==============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 4
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
(Dollars in Thousands)
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<TABLE>
<CAPTION>
Notes
receivable
Additional from
Common paid-in stockholders Translation Retained
stock capital and other adjustment earnings Total
<S> <C> <C> <C> <C> <C> <C>
Balance, Septembe 30, 1997 $ 143 $ 43,726 $ (352) $ 0 $ 26,881 $ 70,398
Issuance of restricted stock 176 (176) -
Cumulative translation adjustment (785) (785)
Dividends paid (142) (142)
Net income - - - - 4,995 4,995
----------- ------------ ------------ ----------- ---------- ----------
Balance, December 31, 1997 $ 143 $ 43,902 $ (528) $ (785) $ 31,734 $ 74,466
=========== ============ ============ =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
Page 5
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Consolidated Statement of Cash Flows (Unaudited)
(Dollars in Thousands)
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<TABLE>
<CAPTION>
Three months Three months
ended ended
December 31, December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,995 $ 3,978
Adjustments to reconcile net income to net cash provided
by operating activities, excluding the effect of an acquisition:
Depreciation 892 523
Amortization 710 512
Loss on debt refinancing 916
(Increase) decrease in notes receivable 10 10
(Increase) decrease in intangible assets (152)
(Increase) decrease in current assets, excluding the effect of an
acquisition:
Accounts receivable, net (7,066) 2,878
Inventories (1,217) (1,613)
Prepaid expenses and other current assets (66) (368)
Increase (decrease) in current liabilities, excluding the effect of an
acquisition:
Accounts payable (3,819) (4,253)
Other current liabilities (6,922) 3,799
----------------- ---------------
Net cash provided by (used in) operating activities (11,567) 5,314
----------------- ---------------
Cash flows from investing activities
Acquisition of net assets of Snorkel Division of Figgie International Inc. (107,640)
Capital expenditures, net (1,424) (421)
----------------- ---------------
Net cash used in investing activities (109,064) (421)
----------------- ---------------
Cash flows from financing activities:
Proceeds from refinancing 125,000
Net proceeds from revolver 28,640 (4,892)
Payments on long-term debt (31,125)
Payment of dividends (142)
Financing costs (1,742)
----------------- ---------------
Net cash provided by (used in) financing activities 120,631 (4,892)
----------------- ---------------
Net change in cash 0 1
Cash beginning of period 5 1
----------------- ---------------
Cash at end of period $ 5 $ 2
================= ===============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Page 6
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
Consolidated Statement of Cash Flows (Unaudited)
(Dollars in Thousands)
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1. Unaudited consolidated financial statements
The accompanying unaudited consolidated financial statements of OmniQuip
International, Inc. (OmniQuip or the Company) have been prepared in
accordance with the instructions for Form 10-Q and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. However, in the opinion of
management, such information includes all adjustments, which consist
only of normal and recurring adjustments, necessary for a fair
presentation of the results of operations for the periods presented.
Operating results for any quarter are not necessarily indicative of the
results for any other quarter or for the full year. These statements
should be read in conjunction with the Company's consolidated financial
statements and notes to the consolidated financial statements included
in the Company's Form 8-K/A filed on December 2, 1997 and incorporated
by reference into the Company's Form 10-K filed on December 24, 1997.
2. Organization
OmniQuip owns 100% of the outstanding common stock of its subsidiaries,
TRAK International, Inc. (TRAK), Lull International, Inc. (Lull), and
Snorkel International, Inc. (Snorkel). The consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany transactions and balances
have been eliminated.
The accounts of the Company's foreign subsidiaries are maintained in
their respective local currencies. The accompanying consolidated
financial statements have been translated and adjusted to reflect U.S.
dollars on the following basis. Assets and liabilities are translated
into U.S. dollars at year-end exchange rates. Income and expense items
are translated at average exchange rates prevailing during the period.
Adjustments resulting form the process of translating the consolidated
amounts into U.S. dollars are accumulated in a separate translation
adjustment account, included in stockholders' equity. Common stock and
additional paid-in capital are translated at historical U.S. dollar
equivalents in effect at the date of acquisition. Foreign currency
transaction gains and losses are included in earnings currently. The
foreign currency transaction gains and losses for the quarter ended
December 31, 1997 were not material.
3. Snorkel acquisition and related financing
On November 17, 1997, OmniQuip purchased certain net assets of the
Snorkel Division of Figgie International Inc. (Snorkel), a Midwest-based
manufacturer of aerial work platforms and aerial fire apparatus, in a
transaction to be accounted for under the purchase method of accounting.
The cash purchase price of approximately $100,000 was financed by
borrowing under a new $165,000 senior credit facility which replaced the
Company's existing credit facility. The purchase price has been
preliminarily allocated to the assets acquired and liabilities assumed
based on estimated fair values; the excess of purchase price over the
estimated fair value of net assets acquired at the date of acquisition
(goodwill) approximated $59,000. The purchase price may be increased up
to $50,000 based on Snorkel's net sales between April 1, 1998 and March
31, 1999; any such additional purchase price consideration is expected
to result in additional goodwill for financial reporting purposes.
Snorkel's results of operations are reflected in the accompanying
financial statements from the date of acquisition.
During November 1997, in connection with the acquisition of Snorkel, the
Company entered into a new credit facility which replaced the existing
Loan and Security Agreement. The new agreement provides for a $165,000
credit facility consisting of a $40,000 revolving credit facility which
expires in 2004 and a $125,000 term loan. The term loan requires
quarterly principal payment ranging from $2,500 to $6,250 commencing on
February 28, 1998 with final maturity on November 30, 2004. Borrowings
under the agreement bear interest at prime or LIBOR plus 1.00% (7.00% at
December 31, 1997). Amounts outstanding under the revolving credit
facility and tern loan at December 31, 1997 were $31,749 and $125,000.
In conjunction with entering into the new credit facility, the Company
recognized an
Page 7
<PAGE>
extraordinary loss in November 1997 of $545 attributable to write-off of
$916 of unamortized deferred financing fees, net of a related $371 tax
benefit.
The following table sets forth the pro forma information for OmniQuip as
if the Snorkel acquisition had occurred on October 1, 1996. This
information is unaudited and does not purport to represent actual net
sales or income before extraordinary loss had the acquisition actually
occurred on October 1, 1996.
<TABLE>
<CAPTION>
Pro forma financial information (unaudited)
For the three For the three
months ended months ended
December 31, 1997 December 31, 1996
<S> <C> <C>
Net sales $ 100,767 $ 93,567
Income before extraordinary loss $ 4,670 $ 5,206
Basic earnings per common share
before extraordinary loss $ 0.32 $ 0.46
Basic weighted average shares 14,366 11,250
</TABLE>
4. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
(unaudited)
<S> <C> <C>
Raw material and purchased components $ 34,218 $ 18,313
Work-in-process 8,771 3,694
Finished goods 19,889 6,090
Unbilled government contract costs 1,913 2,859
--------------------- -------------------
$ 64,791 $ 30,956
===================== ===================
</TABLE>
5. Stock options
The Company has three stock option plans: the Long-Term Incentive Plan,
the Directors Non-Qualified Stock Option Plan and the Executive Stock
Option Plan.
A summary of the status of the Company's 1996 Long-Term Incentive Plan
and Directors Non-Qualified Stock Option Plan as of December 31, 1997
and the changes during the three months then ended is presented below:
<TABLE>
<CAPTION>
Weighted average
Shares exercise price
<S> <C> <C>
Outstanding at September 30, 1997 438,752 13.98
Granted 185,396 17.48
Exercised
Forfeited - -
-------------- --------------
Page 8
<PAGE>
<S> <C> <C>
Outstanding at December 31, 1997 624,148 15.02
==============
Exercisable at December 31, 1997 - -
</TABLE>
At December 31, 1996, no options were granted under either plan. The
exercise prices of the options granted above are equivalent to the
market price of the Company's common stock on the date of grant. No
performance stock awards have been granted under the Long-Term Incentive
Plan as of December 31, 1997.
6. Earnings per share
In February 1997, the Financial Accounting Standard Board issues
Statement of Financial accounting Standards No. 128 (SFAS 128),
"Earnings Per Share," which changed the method of computation of
earnings per share (EPS). SFAS 128 requires the computation of Basic EPS
and Diluted EPS. Basic EPS is based on the weighted average number of
outstanding common shares during the period but does not consider
dilution for potentially dilutive securities. Diluted EPS reflects the
effects of common equivalent shares consisting of outstanding stock
options. The common equivalent shares arising from the effect of
outstanding stock options were computed using the treasury stock method,
if dilutive. EPS for the three months ended December 31, 1996 has been
restated in accordance with SFAS 128.
7. Commitments and contingencies
The Company is included in various litigation consisting almost entirely
of product and general liability claims arising in the normal course of
business. The company maintains insurance policies relative to product
and general liability claims and has provided reserves for the estimated
cost of the self-insured retention; accordingly, these actions, when
ultimately concluded, are not expected to have a material adverse effect
on the financial position or results of operations of the Company.
The Company has financing arrangements with certain third-party
financing institutions to facilitate dealer purchases of equipment under
floor plan and rental fleet arrangements. The aggregate outstanding loan
balance on a consolidated basis under these agreements was $55,100 at
December 31, 1997. Under TRAK's agreements, TRAK either provides a
back-up guarantee of dealer's credit or an undertaking to repurchase
equipment at a discounted price at specified times or under specified
circumstances. The aggregate outstanding loan balance under the TRAK
agreements was $48,900 at December 30, 1997. TRAK's actual exposure
under these financing arrangements is significantly less than the normal
amount outstanding. Aggregate losses under substantially all of the
Company's guarantee obligations to third-party lenders with respect to
its TRAK dealers in each of calendar years 1997 and 1998 are limited to
the greater of $1,500 or 5% of the loan balance at the previous calendar
year end (approximately $2,800 for 1998).
Lull is also a party to a retail finance agreement with a financing
company, which provides Lull distributors with financing for equipment
purchases from Lull. The financing company has also agreed to provide
financing for distributors' purchases of Lull-produced equipment used as
rental inventory by the distributors. Such contracts are arranged on an
instalment basis with a balloon payment by the distributor for the
residual balance at the end of the term (typically due 48 months from
date of shipment). In the event the distributor does not elect to pay or
refinance the balloon payment, Lull has agreed to pay the residual
amount if requested by the financing company. A secured interest in the
equipment financed is maintained by the finance company. Aggregate
outstanding loan balances under this agreement as of December 31, 1997
were approximately $6,200. This contingency would be reduced by proceeds
from the sales of the equipment financed.
Page 9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Overview
The following discussion summarizes the significant factors affecting the
consolidated operating results and financial condition of OmniQuip
International, Inc. (OmniQuip or the Company) for the three months ended
December 31, 1997 compared to the three months ended December 31, 1996. The
discussion should be read in conjunction with the consolidated financial
statements as of September 30, 1997 and the associated notes to consolidated
financial statements included in the Company's 8-K/A filed on December 2, 1997
and incorporated by reference into the Company's Form-10K filed on December 24,
1997.
On November 17, 1997, OmniQuip purchased certain net assets of the Snorkel
Division of Figgie International Inc. (Snorkel), a Midwest based manufacturer of
aerial work platforms and aerial fire apparatus, in a transaction to be
accounted for under the purchase method of accounting. The cash purchase price
of approximately $100,000 was financed by borrowing under a new $165,000 senior
credit facility which replaced the Company's existing facility. The purchase
price has been preliminarily allocated to the assets acquired and liabilities
assumed based on estimated fair values; the excess of purchase price over the
estimated fair value of net assets acquired at the date of acquisition
(goodwill) approximated $59,000. The purchase price may be increased up to
$50,000 based on Snorkel's net sales between April 1, 1998 and March 31, 1999;
any such additional purchase price consideration is expected to result in
additional goodwill for financial reporting purposes. Snorkel's results of
operations are reflected in the accompanying financial statements from the date
of acquisition.
Certain statements included herein are forward-looking statements concerning the
Company's operations, economic performance and financial condition. Such
statements are subject to various risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number of factors,
including cyclical fluctuation in demand, loss of, reduced orders under, the
Company's contract for the sale of ATLAS vehicles, the inability to make
complementary acquisitions, or to integrate any such acquisition, and risks
associated with the substantial borrowings that may be necessary to finance
acquisitions.
Results of Operations
The following table sets forth for the periods indicated the percentage of net
sales represented by certain items reflected in the Company's consolidated
statement of income:
<TABLE>
<CAPTION>
Three months ended Dec. 31,
1997 1996
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 75.0% 74.2%
--------------- ---------------
Gross profit 25.0% 25.8%
Selling, general and administrative
expenses 11.2% 9.7%
--------------- ---------------
Operating income 13.8% 16.1%
Interest expense 2.1% 3.7%
Other finance charges 0.8% 1.0%
--------------- ---------------
Income before income taxes and
extraordinary item 10.9% 11.4%
Provision for income taxes 4.4% 4.7%
--------------- ---------------
Income before income taxes 6.5% 6.7%
Extraordinary item -0.6% 0.0%
--------------- ---------------
Page 10
<PAGE>
<S> <C> <C>
Net income 5.9% 6.7%
=============== ===============
</TABLE>
Three months Ended December 31, 1997 Compared to Three Months Ended
December 31, 1996
Net sales for the three months ended December 31, 1997 were $84.6 million, an
increase of $25.4 million over net sales of $59.2 million for the three months
ended December 31, 1996. Net sales from the Snorkel division, acquired from
Figgie International on November 17, 1997, accounted for $17.5 million of the
$25.4 million increase, while net sales for the existing OmniQuip business
increased by $7.9 million or 13.3%. Commercial sales of telescopic material
handlers for the three months ended December 31, 1997 were $52.6 million, an
increase of 4.8% over the 1996 period. Military sales under the U.S. Army ATLAS
contract were $5.3 million for the three months ended December 31, 1997. Sales
of production units under this program began early in calendar year 1997 and,
thus, there was no revenue from this program in the quarter ended December 31,
1996. Sales of skid steer loaders for the three months ended December 31, 1997
were $4.7 million, an increase of 3.1% compared to the three months ended
December 31, 1996. Excluding Europe, where the Company's distributor was
acquired by a competitor a year ago, skid steer loader sales increased
approximately 25% due primarily to increased market penetration in North
America. Sales of parts and other products for the three months ended December
31, 1997 were $4.5 million, which was essentially flat with the same period in
1996.
Gross profit for the three months ended December 31, 1997 was $21.1 million, an
increase of $5.9 million over gross profit of $15.3 million for the three months
ended December 31, 1996. The increase in gross profit primarily reflected the
increase in net sales discussed above. The gross margin decreased to 25.0% for
the three months ended December 31, 1997 from 25.8% for the three months ended
December 31, 1996. The decline in gross margin was due to the addition of
Snorkel sales at a lower gross margin than existing OmniQuip sales. Gross margin
for the existing OmniQuip business increased to 26.7% for the three months ended
December 31, 1997 from 25.8% for the three months ended December 31, 1996 due to
improved manufacturing efficiencies at all three Company plants, price increases
that were implemented in early 1997 and economies due to higher volumes.
Selling, general and administrative (SG&A) expenses for the three months ended
December 31, 1997 were $9.5 million, an increase of $3.7 million over SG&A
expenses of $5.8 million for the three months ended December 31, 1996. Of the
$3.7 million increase, $2.3 million resulted from the acquisition of Snorkel,
including $0.2 million of goodwill amortization. SG&A expenses as a percentage
of net sales increased to 11.2% for the three months ended December 31, 1997
from 9.7% for the three months ended December 31, 1996. This increase in the
SG&A percentage reflected the effect of the acquisition of Snorkel, whose SG&A
percentage is higher than that of OmniQuip, as well as costs related to being a
public company which were not incurred prior to the Company's initial public
offering on March 20, 1997.
Operating income for the three months ended December 31, 1997 was $11.7 million,
an increase of $2.2 million, or 22.7%, over operating income of $9.5 million for
the three months ended December 31, 1996 due to the factors discussed above.
Operating margin decreased to 13.8% for the three months ended December 31, 1997
from 16.1% for the 1996 period. The decline in operating margin primarily
reflected the acquisition of Snorkel as discussed above. Excluding Snorkel,
operating margin declined to 16.0% for the three months ended December 31, 1997
from 16.1% for the three months ended December 31, 1996 due to the increase in
SG&A expenses discussed above.
Interest expense for the three months ended December 31, 1997 was $1.8 million,
a decrease of $0.4 million compared to interest expense of $2.2 million for the
three months ended December 31, 1996. The decrease in interest expense was due
primarily to the lower weighted average cost of debt for the three months ended
December 31, 1997 compared to the three months ended December 31, 1996.
Other finance charges, which are primarily comprised of dealer-related finance
charges, were $0.7 million for the three months ended December 31, 1997 compared
to $0.5 million for the three months ended December 31, 1996, reflecting a
higher proportion of financed sales for the 1997 period. Other finance charges
as a percentage of net sales decreased to 0.8% from 0.9%. The reduction in
finance charges as a percentage of sales primarily reflected the fact that
Snorkel has not historically incurred such charges.
Page 11
<PAGE>
Provision for income taxes for the three months ended December 31, 1997 was $3.7
million compared to $2.8 million for the three months ended December 31, 1996.
The increase reflected the increase in income before income taxes of $2.5
million. The Company's effective tax rate was 40.3% for the three months ended
December 31, 1997 compared to 41.1% for the three months ended December 31,
1996.
Income from continuing operations for the three months ended December 31, 1997
was $5.5 million, an increase of $1.5 million, or 38.9%, over income from
continuing operations for the three months ended December 31, 1996 as a result
of the factors described above.
In November 1997, in connection with the refinancing related to the Snorkel
acquisition, the Company incurred an extraordinary $0.5 million after-tax charge
for the write-off of deferred financing charges.
Net income for the three months ended December 31, 1997 was $5.0 million, an
increase of $1.0 million or 25.2% over net income of $4.0 million for the three
months ended December 31, 1996, as a result of the factors described above.
Basic and diluted earnings per share, before the effect of the extraordinary
item discussed above, was $0.39 for the three months ended December 31, 1997.
Basic and diluted earnings per share for the three months ended December 31,
1997 were $0.35, the same as basic and diluted earnings per share for the three
months ended December 31, 1996 as the increase in income from continuing
operations described above was offset by the extraordinary item and an increase
in the weighted average shares outstanding from 11.3 million to 14.3 million,
reflecting the effect of the Company's initial public offering in March 1997.
Capital Resources and Liquidity
Net cash used in operating activities of the Company was $11.6 million for the
three months ended December 31, 1997. Working capital (excluding the effects of
changes in cash and current portions of long-term debt) increased by $19.1
million in the period, primarily reflecting a $7.1 million increase in accounts
receivable, a $6.9 million decrease in other current liabilities and a $3.8
million decrease in accounts payable. Accounts receivable increased due to
timing of shipments at the end of the quarter and temporary delays in collecting
certain accounts. The decrease in other current liabilities primarily reflected
the issuance of volume rebates and the payment of year-end bonuses. The decrease
in accounts payable primarily reflected the pay off of past due accounts at
Snorkel subsequent to the acquisition on November 17, 1997. Net cash used in
investing activities was $109.1 million including $1.4 million for capital
expenditures and $107.6 million for acquisition of the net assets of the Snorkel
Division of Figgie International, Inc. These cash requirements were financed
with a new credit facility described below.
Net cash provided by operating activities of the Company was $5.3 million for
the three months ended December 31, 1996. Working capital (excluding the effects
of changes in cash and current portions of long-term debt) decreased by $0.4
million for the period. Cash provided by operating activities of the Company for
the period was used to finance capital expenditures of $0.4 million and to repay
indebtedness.
During November 1997, in connection with the acquisition of Snorkel, the Company
entered into a new credit facility which replaced the existing loan and security
agreement. The new agreement provides for a $165.0 million credit facility
consisting of a $40.0 million revolving credit facility and a $125.0 million
term loan. The term loan requires quarterly principal payments ranging from $2.5
million to $6.25 million commencing on February 28, 1998 with the final maturity
on November 30, 2004. Borrowings under the agreement bear interest at prime or
LIBOR plus 1.00%. In conjunction with entering into the new credit facility, the
Company recognized an extraordinary loss in November 1997 of $0.5 million
attributable to the write-off of $0.9 million of unamortized deferred financing
fees, net of related tax benefits.
Amounts outstanding under the revolving line of credit facility at December 31,
1997 were $31.7 million. In addition, the Company had $0.3 million in
outstanding letters of credit under this revolving line of credit facility. At
September 30, 1997 the Company had unused borrowing capacity of $8.0 million
under this facility.
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<PAGE>
Based on its ability to generate funds from operations and the availability of
funds under its new credit facilities, the Company believes that it will have
sufficient funds available to meet its currently anticipated operating and
capital expenditure requirements for its existing and recently acquired
operations.
Backlog
The Company's backlog as of December 31, 1997 was approximately $124.0 million
of which $34.5 million relates to the ATLAS military contract. It is expected
that substantially all of the commercial backlog and approximately 70% of the
military backlog will be shipped before December 31, 1998.
Page 13
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
PART II. Other Information
- --------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.1 - Amended and Restated Management Agreement dated
as of June 9, 1997 between Figgie International Inc. and Richard
A. Solon
Exhibit 10.2 - Non-Competition Agreement dated as of June 9,
1997 between Figgie International Inc. and Richard A. Solon
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
(i) Form 8-K dated as of December 1, 1997 (containing audited
financial statements for the fiscal year ended September 30,
1997)
(ii) Form 8-K dated as of December 2, 1997 (reporting the
acquisition, on November 17, 1997, of the assets and assumption
of certain liabilities of the Snorkel Division of Figgie
International Inc.)
(iii) Form 8-K/A dated as of December 12, 1997 (amending the
Form 8-K dated as of December 1, 1997)
Page 14
<PAGE>
OMNIQUIP INTERNATIONAL, INC.
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.
OMNIQUIP INTERNATIONAL, INC.
Date: February 17, 1998 /s/ Philip G. Franklin
----------------------
Philip G. Franklin
Vice President - Finance, Chief Financial
Officer, Treasurer and Secretary
(Principal financial and accounting
officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Page No. in Sequential
Exhibit No. Description Numbering System
- ----------- ----------- ----------------
10.1 Amended and Restated Management Agreement dated as of June
9, 1997 between Figgie International Inc. and Richard A.
Solon
10.2 Non-Competition Agreement dated as of June 9, 1997 between
Figgie International Inc. and Richard A. Solon
27 Financial Data Schedule
</TABLE>
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is entered
into as of this 9th day of June, 1997, by and between Figgie International Inc.
(the "Company") and Richard A. Solon (the "Executive").
WHEREAS, the Executive is presently in the employ of the Company as
President of the Snorkel Division of the Company; and
WHEREAS, the Company desires to retain the employment of the Executive
and the Executive desires to continue to serve the Company in such capacity; and
WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and provisions of such employment and of certain severance
and other payments to be made to the Executive under certain circumstances;
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth in this Agreement and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Company and the Executive agree as follows:
Section 1. Definition. For purposes of this Agreement: the following terms shall
have the following meanings whenever used in this Agreement.
1.1 Business Unit. "Business Unit" shall mean the Snorkel Division of
the Company.
1.2 Sale of the Company. "Sale of the Company" shall mean the first to
occur of the following:
<PAGE>
a. any person (including any individual, firm, partnership,
association, trust, trustee, personal representative, group as
defined in Rule 13d-5 under the Securities Exchange Act of
1934, as amended, body corporate, corporation, unincorporated
organization, syndicate or other entity) (other than the
Company) is or becomes the beneficial owner, directly or
indirectly, of (i) securities of the Company representing 50%
or more of the combined voting power of the Company's then
outstanding securities or (ii) assets of the Company comprising
50% or more of such assets; or
b. the consummation of any consolidation or merger of the company
with any other entity, other then a merger or consolidation
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity), in combination with
the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at
least 50% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately
after such merger or consolidation.
1.3 Sale of the Business Unit. "Sale of the Business Unit" shall have
occurred when any person (other than the Company or any subsidiary of the
Company) is of becomes the beneficial owner, directly or indirectly, of assets
of the Business Unit comprising 50% or more of such assets.
1.4 Net Proceeds. "Net Proceeds" shall mean all cash consideration and
the fair market value of other consideration (at the time such consideration is
received) received by the Company in connection with the Sale of the Business
Unit, or, as applicable, the aggregate cash consideration and the fair market
value of other consideration (at the time such consideration is received)
received by the stockholders of the Company (or received by the Company if such
consideration is first received by the Company and then distributed to its
stockholders) in connection with the Sale of the Company (excluding, if
applicable, holdbacks and amounts deposited in escrow which amounts have not
been
<PAGE>
released ("Holdbacks")), less the legal fees, investment banking fees and other
costs associated with the Sale of the Business Unit or the Sale of the Company,
as applicable. "Net Proceeds" shall also include the value of any long-term
liabilities (including any and all debt obligations) of the Company or Business
Unit, as applicable, indirectly or directly assumed by the buyer or successor
entity, as applicable, in connection with the Sale of the Business Unit or the
Sale of the Company, as applicable. Net Proceeds shall be approved by the
Management Development, Compensation and Nominating Committee of the Board of
Directors of the Company and shall be final. At such time as any Holdbacks are
released to the stockholders (or to the Company if such Holdbacks are first
released to the Company and then distributed to its stockholders) such holdbacks
shall constitute a portion of Net Proceeds.
Section 2. Term of Employment
The Company will employ the Executive in accordance with the terms and
conditions set forth herein commencing as of the date of this Agreement and
extending to December 31, 1998. The Executive will continue to serve the Company
as President of the Snorkel Division or in such other future capacity as he and
the Company might mutually agree and will devote his full business time and best
efforts to the satisfactory discharge of the responsibilities of his offices,
performing such other duties as might reasonably be requested by the Company's
Chief Executive Officer.
The initial period of employment will be automatically extended for one
(1) additional year at the end of the initial term, and then again after each
successive year thereafter. However, either party may terminate this Agreement
at the end of the initial
<PAGE>
period, or at the end of any successive one (1) year term thereafter, by giving
the other party written notice of intent not to renew, delivered at least three
(3) months Prior to the end of such initial period or successive term.
In the event such notice of intent not to renew is properly delivered,
the term of the employment of the Executive shall then become indefinite and can
be terminated by the Company without notice. Similarly, subject to the
provisions of this Agreement relating to nondisclosure of confidential
information and non-interference with employees, customers and suppliers, the
Executive can quit, at any time thereafter, without notice to the Company.
Section 3. Benefits Plans
During his employment, the Executive shall be entitled to
participate in all employee benefit plans and perquisites which are
maintained or established by the Company from time to time and which cover
the Company's executives provided he satisfies any applicable eligibility
requirements therefor.
Section 4. Continued Service Bonus
4.1 Amount of Continued Service Bonus. As of the earlier of (i) Sale of
the Company and (ii) Sale of the Business Unit (such earlier date, the "Release
Date")
a. the Company shall pay to the Executive in a cash lump sum a
transaction bonus determined as follows:
(i) if paid upon the Sale of the Business Unit, the
transaction bonus shall equal to two tenths of one
percent (0.2%) of the Net Proceeds.
(ii) if paid upon the Sale of the Company, the transaction
bonus shall equal two-tenths of one percent (0.2%) of the
portion of the Net Proceeds of the Sale of the Company
which is allocable to the Business Unit, the amount and
method of which allocation shall be
<PAGE>
determined by the acquirer and approved by the Management
Development, Compensation and Nominating Committee of the
Board of Directors of the Company and shall be final.
b. the Company shall pay to the Executive in a cash lump sum those
presently unpaid installments, if any, of all bonuses
previously awarded to the Executive pursuant to the
Compensation Plan for Executives (the "Bonus Plan"); and
c. the Company shall pay to the Executive in a cash lump sum a
pro-rata bonus under the Bonus Plan with respect to the year in
which the Release Date occurs, which bonus shall be based on
the Executive's performance through the date of sale under the
Snorkel business plan for such year.
4.2 Condition Precedent to Receipt of Continued Service Bonus. As a
condition precedent to receiving the Continued Service Bonus described in
Section 4.2 hereof, the Executive must relinquish all claim that he has
immediately prior to the Sale of the Company or the Sale of the Business, to any
stock options which are not exercisable in accordance with their terms. If for
some reason the Executive fails to relinquish such options and receives an
amount in exchange for such options, the amount payable under Section 4.1 hereof
shall be reduced by the amount received by the Executive for such options.
4.3 Effect on Employee Benefit Plans. No amount paid or payable to the
Executive under this Agreement shall constitute salary or compensation for the
purposes of any employee benefit plan maintained by Figgie.
Section 5. Employment Terminations
5.1 Termination Due to Retirement or Death. In the event the
Executive's employment is terminated by reason of retirement or death during the
term of this Agreement, the Executive's employment with the Company shall be
deemed terminated as
<PAGE>
of the effective date of retirement or at the end of the month in which such
death occurs and all benefits will be determined in accordance with the
Company's retirement, survivor's benefits, insurance, Compensation Plan for
Executives and other applicable programs then in effect, except that in the case
of the death of the Executive the Company will pay a pro rata portion of any
bonus which would have been payable to the Executive under Section 5.6a. hereof.
In no event will the other benefits described in the remainder of Section 5.6 or
the severance pay described in Section 5.7 be paid in the event of death and in
no event will any of the severance benefits described in Section 5.6 or
severance pay described in Section 5.7 be paid in the event of retirement.
For purposes of this Section 5.1, the determination of whether a
termination qualifies as a retirement will be made in accordance with the then
established rules and definitions of the Company's tax qualified defined benefit
plan.
5.2 Termination Due to Disability. In the event the Executive during
the term of this Agreement becomes, in the opinion of the Company and based upon
reasonable medical opinion, so disabled as to be unable to satisfactorily
perform his duties hereunder, the Company will have the right to terminate this
Agreement (but not the Executive's employment) upon thirty (30) days written
notice to the Executive. In such event, the Executive's benefits will be
determined in accordance with the Company's disability and other applicable
plans and programs then in effect, except that in the case of the disability of
the Executive the Company will pay a pro rata portion of any bonus which would
have been payable to the Executive under Section 5.6a. hereof. In no event will
the other
<PAGE>
benefits described in the remainder of Section 5.6 or the severance pay
described in Section 5.7 be paid in the event of the disability of the
Executive.
5.3 Voluntary Termination by the Executive. The Executive may
terminate his employment at any time by giving the Company written notice of
intent to terminate, delivered at least ninety (90) calendar days prior to the
effective date of such termination. The Company will pay the Executive his full
base salary, at the rate then in effect, through the effective date of such
termination, plus all other benefits to which the Executive has a vested right
at that time (including but not limited to unused vacation time, COBRA benefits
and stock option benefits). In such event, the Executive shall not be entitled
to the Severance Benefits set forth in Section 5.6 hereof and shall not be
entitled to the severance pay set forth in Section 5.7 hereof. The Executive
shall, however, comply with the provisions of Sections 6.1 and 6.2 hereof.
5.4 Termination by the Company Other Than For Cause. The Executive
acknowledges that he is, has been and will continue at all times to be an
at-will employee of the Company and as such his employment has been and
continues to be terminable, subject to the terms and conditions of this
Agreement, by either the Executive or the Company at any time upon notice to the
other as provided for herein and for any reason not prohibited by law. However,
if the Company terminates the Executive's employment other than for "Cause" (as
defined in Section 5.6 hereof), the Executive will be entitled to receive the
Severance Benefits set forth in Section 5.6 hereof and the Severance Pay set
forth in Section 5.7 hereof.
<PAGE>
5.5 Termination by the Company For Cause. Nothing in this Agreement
will be construed to prevent the Company from terminating the Executive's
employment for Cause and without any further duty or obligation under this
Agreement. As used herein, "Cause" will be determined by the Company in the
exercise of good faith and reasonable judgment and will include any breach of
this Agreement by the Executive or any act by him of gross personal misconduct,
insubordination, misappropriation of Company funds, fraud, dishonesty, gross
neglect of or failure to perform the duties reasonably required of him pursuant
to this Agreement or any conduct which is in violation of any applicable law or
regulation pertaining to the business of the Company. Upon any such termination
all rights, obligations and duties of the parties hereunder shall immediately
cease, except Executive's obligations under Section 4 hereof.
5.6 Severance Benefits. In the event that the Company shall terminate
the employment of the Executive other than for "Cause" as defined in Section 5.5
hereof, the Company will, upon the effective date of such termination:
a. Pay to the Executive in a cash lump sum a pro rata bonus under
the Bonus Plan with respect to the year in which he is
terminated, which Bonus shall be calculated using the formula
contained in the Bonus Plan based on the actual results of the
Company for such year but without any discretionary adjustment
of the amounts payable to the Executive that might otherwise
be permitted under the Bonus Plan. Such bonus will be paid to
the Executive on the same day as bonuses under the Plan are
paid to the executives of the Company who are still employed
with the Company.
<PAGE>
b. Pay for the costs of outplacement services actually used by
the Executive provided however, that the total fee paid for
such services will be limited to an amount equal to seventeen
percent (17%) of the Executive's annual base salary rate as of
the effective date of termination of employment.
c. Pay to the Executive, in the event that a Sale of the Company
or a Sale of the Business Unit occurs during the period that
would have constituted the term of this Agreement absent such
termination of employment, the bonus payments described in
Section 4 hereof.
d. Continue to be obligated to pay when due all other benefits to
which the Executive has a vested right according to the
provisions of any applicable retirement or other benefit plan
or program.
5.7 Severance Pay. If the Executive executes the Non-competition
Agreement attached hereto and delivers such executed Agreement to the Company no
later than thirty (30) days after the date of this Agreement, and if the
employment of the Executive is terminated by the Company other than for "Cause"
as defined in Section 5.5 hereof, the Executive shall be entitled to Severance
Pay as follows:
a. The Company shall continue to pay to the Executive for the
twenty-four (24) months following his termination of
employment, his monthly base salary at the rate in effect as
of the date of such termination in accordance with the
Company's normal payroll practices.
b. In addition, the Company, throughout such twenty-four month
period, will continue the Executive's life insurance and
health care benefits coverage on
<PAGE>
the same terms and at the same cost to the Executive as would
be applicable to a similarly situated full-time employee
provided however, that in the event the Executive begins to
receive comparable life insurance and health care benefits
(determined at the sole discretion of the Company) from a
subsequent employer during such period, the Company may
immediately terminate its life insurance and health care
benefits coverage of the Executive. Coverage under the
Company's health care benefits plan will be in lieu of health
care continuation under the Consolidated Omnibus Budget
Reconciliation Act ("COBRA") for periods such coverage is in
effect under this Agreement.
Section 6. Covenants
6.1 Disclosure or Use of Information. The Executive will at all times
during and after the term of his employment by the Company keep and maintain the
confidentiality of all Confidential Information and will not at any time either
directly or indirectly use such information for his own benefit or otherwise
divulge, disclose or communicate such information to any person or entity in any
manner whatsoever other than employees or agents of the Company who have a need
to know such information and then only to the extent necessary to perform their
responsibilities on behalf of the Company. As used herein, "Confidential
Information" will mean any and all information (excluding information in the
public domain) which relates to the business of the Company including without
limitation all patents and patent applications, copyrights applied for, issued
to or owned by the Company, inventions, trade secrets, computer programs,
engineering and technical
<PAGE>
data, drawings or designs, manufacturing techniques. information concerning
pricing and pricing policies, marketing techniques, suppliers, methods and
manner of operations, and information relating to the identity and/or location
of all past, present and prospective customers of the Company.
6.2 Co-operation. During the term of this Agreement and for a period of
twenty-four (24) months following its termination, the Executive will not
attempt to induce any employee of the Company to terminate his or her employment
with the Company nor will he take any action with respect to any of the
suppliers or customers of the Company which would have or might be likely to
have an adverse effect upon the business of the Company. Executive hereby agrees
not to make any statement or take any action, directly or indirectly, that will
disparage or discredit the Company, its Officers, Directors, employees or any of
its products, or in any way damage its reputation or ability to do business or
conduct its affairs. Executive agrees that subsequent to his termination of
employment he will, in conjunction with a Company request, reasonably co-operate
with the Company in connection with transition matters, disputes and litigation
matters upon reasonable notice, at reasonable times, and will be paid or
reimbursed for reasonable expenses incurred by the Executive relating to such
matters.
6.3 Injunctive Relief. In the event of a breach or threatened breach of
any of the provisions of this Section 4 by the Executive, the Company will be
entitled to preliminary and permanent injunctive relief, without bond or
security, sufficient to enforce the provisions thereof and the Company will be
entitled to pursue such other remedies at law or in equity as it deems
appropriate.
<PAGE>
Section 7. Miscellaneous
7.1 Successors. This Agreement is personal to the Executive and will
not be assignable by him without the prior written consent of the Company. This
Agreement may be assigned or transferred to and will be binding upon and inure
to the benefit of any Successor of the Company. As used herein, the term
"Successor" will include any person, firm, corporation or business entity which
acquires all or substantially all of the assets or succeeds to the business of
the Company or the Division.
7.2 Entire Agreement. This Agreement supersedes any prior agreements or
understandings, oral or written, between the Executive and the Company with
respect to the subject matter hereof and constitutes the entire agreement of the
parties with respect thereto.
7.3 Modification. This Agreement will not be varied, altered, modified,
canceled, changed, or in any way amended except by mutual agreement in a written
instrument executed by the Company and the Executive or their legal
representatives.
7.4 Tax Withholding. The Company may withhold from any benefits payable
under this Agreement all federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling.
7.5 Governing Law. To the extent not preempted by federal law, the
provisions of this Agreement will be construed and enforced in accordance with
the laws of the State of Ohio.
7.6 Indemnification. The Company has obtained an opinion of Arthur
Andersen LLP that the payments and benefits under this Agreement do not exceed
the maximum amount
<PAGE>
which can be paid to the Executive without incurring an excise tax under Section
4999 of the Internal Revenue Code. If the Internal Revenue Service asserts that
the amounts payable to the Executive under this Agreement nonetheless give rise
to an excise tax under Sections 4999 of the Internal Revenue Code and the
Executive co-operates with the Company in appealing the determination of the
Internal Revenue Service through whatever level of administrative or judicial
appeals is deemed appropriate by the Company, the Company shall indemnify the
Executive for the amount of such excise tax, for any interest and penalties
applicable thereto, and for any income or excise taxes payable on such
indemnification. The Company shall pay all costs of challenging the
determination that the excise tax applies to payments hereunder including any
administrative costs, court costs, attorney fees, and accounting fees, whether
incurred by the Company or incurred by the Executive.
7.7 Replacement of Existing Contracts. This Agreement will replace the
Management Agreement dated December 9, 1994 between Figgie and the Executive and
the Retention Agreement dated July 23, 1996 between Figgie and the Executive.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.
Figgie International Inc.
By: /s/ Illegible Signature
- ----------------------------------
<PAGE>
Attest: /s/ Illegible Signature
- ----------------------------------
/s/ Richard A. Solon
- ----------------------------------
Richard A. Solon
NON-COMPETITION AGREEMENT
In consideration of the promises and covenants of Figgie International Inc.
("Figgie" or the "Company") contained in the Amended and Restated Management
Agreement between the Executive and Figgie including the possible payment of
twenty-four (24) months of severance pay to the Executive under certain
circumstances, the Executive hereby agrees that the Executive will not, without
the prior written consent of the Company, for a period of two (2) years after
his termination of employment from Figgie, directly or indirectly, for himself
or for others, in any state of the United States or in any foreign country where
Snorkel Division is then conducting business:
(1) engage, as an employee, partner, or sole proprietor, in any business
segment of any person or entity which competes, directly or
indirectly, with the product lines of Snorkel Division; or
(2) in connection with any product lines of Snorkel Division, render
advice, consultation, or services to or otherwise assist any other
person or entity which competes, directly or indirectly, with Snorkel
Division with respect to such product lines.
For the purposes of this Agreement, employment with the purchaser of the Snorkel
Division or the Company subsequent to the Sale of the Business Unit or Sale of
the Company, as such terms are defined in the Amended and Restated Management
Agreement dated June 9, 1997 between Executive and Figgie, will not constitute
competition under this Non-competition Agreement.
The Executive understands that the foregoing restrictions may limit his
ability to engage in certain business pursuits during the period provided for
above, but acknowledges that he will receive sufficiently higher compensation,
benefits and severance pay from Figgie than he would otherwise receive to
justify such restriction. The
<PAGE>
Executive acknowledges that he understands the effect of the provisions of this
Agreement, that he has had reasonable time to consider the effect of these
provisions, and that he was encouraged to and had an opportunity to consult an
attorney with respect to these provisions. Figgie and the Executive consider the
restrictions contained in this Agreement to be reasonable and necessary.
Nevertheless, if any aspect of these restrictions is found to be unreasonable or
otherwise unenforceable by a Court of competent jurisdiction, the parties intend
for such restrictions to be modified by such Court so as to be reasonable and
enforceable and, as so modified by the Court, to be fully enforced.
IN WITNESS WHEREOF, the Executive has executed this Agreement as of this
9 day of June, 1997.
/s/ Richard A. Solon
- ----------------------------
Richard A. Solon
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This document contains summary financial information extracted form the attached
quarterly report on Form 10-Q for the period ended December 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 5
<SECURITIES> 0
<RECEIVABLES> 44,283
<ALLOWANCES> 1,273
<INVENTORY> 64,791
<CURRENT-ASSETS> 119,865
<PP&E> 41,625
<DEPRECIATION> 4,103
<TOTAL-ASSETS> 283,943
<CURRENT-LIABILITIES> 60,325
<BONDS> 146,749
0
0
<COMMON> 143
<OTHER-SE> 42,589
<TOTAL-LIABILITY-AND-EQUITY> 283,943
<SALES> 84,575
<TOTAL-REVENUES> 84,575
<CGS> 63,433
<TOTAL-COSTS> 63,433
<OTHER-EXPENSES> 627
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,805
<INCOME-PRETAX> 9,251
<INCOME-TAX> 3,711
<INCOME-CONTINUING> 5,540
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<EXTRAORDINARY> 545
<CHANGES> 0
<NET-INCOME> 4,995
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.35
</TABLE>
