<PAGE>
<PAGE>1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1995
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 No. 1-7200
Wynn's International, Inc.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-2854312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 North State College Blvd., Ste. 700, Orange, CA 92668
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (714) 938-3700
Former name, former address & 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 [ ]
At November 6, 1995, Registrant had 6,029,477 shares of common stock
outstanding.
===============================================================================
<PAGE>
<PAGE>2
WYNN'S INTERNATIONAL, INC.
I N D E X
---------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets -
September 30, 1995 (unaudited) and
December 31, 1994 2
Unaudited Consolidated Condensed Statements
of Income - Three and Nine Months Ended
September 30, 1995 and 1994 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Nine Months Ended
September 30, 1995 and 1994 4-5
Notes to Unaudited Consolidated Condensed
Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
Part II - Other Information
Item 1 - Legal Proceedings 11
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibits
Exhibit 11 - Computation of Net Income Per
Common Share - Primary
Exhibit 11 - Computation of Net Income Per
Common Share - Assuming Full Dilution
Exhibit 27 - Financial Data Schedule
</TABLE>
<PAGE>
<PAGE>3
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30
1995 December 31
(unaudited) 1994
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 20,643 $ 16,446
Accounts receivable, less $1,796 allowance for
doubtful accounts ($1,835 at December 31, 1994) 54,828 47,500
Inventories:
Finished goods 21,201 22,781
Raw materials and work in process 16,245 19,971
--------- ---------
37,446 42,752
Prepaid expenses and other current assets
(including prepaid taxes based on income
of $6,554 at September 30, 1995 and $6,080
at December 31, 1994) 15,036 13,302
--------- ---------
Total current assets 127,953 120,000
Property, plant and equipment, at cost less
accumulated depreciation and amortization 49,044 48,192
Other assets 6,518 8,280
--------- ---------
$183,515 $176,472
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable $ - $ 239
Accounts payable 20,440 19,708
Dividends payable 122 614
Taxes based on income 1,401 1,211
Accrued liabilities 32,595 29,234
Long-term debt due within one year 8,160 8,161
--------- ---------
Total current liabilities 62,718 59,167
Long-term debt due after one year 746 14,948
Deferred taxes based on income 6,836 6,917
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value;
500,000 shares authorized, none issued - -
Common stock, $1 par value;
20,000,000 shares authorized, 6,376,727
shares issued (5,918,692 at December 31, 1994) 6,376 5,919
Capital in excess of par value 16,217 9,871
Retained earnings 95,578 86,250
Equity adjustment from foreign currency
translation (900) (2,238)
Unearned compensation (475) (781)
Common stock held in treasury 347,250 shares,
at cost (3,581) (3,581)
--------- ---------
Total stockholders' equity 113,215 95,440
--------- ---------
$183,515 $176,472
========= =========
</TABLE>
See accompanying notes
2
<PAGE>
<PAGE>4
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands Except Per Share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
-------------------- --------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 74,606 $ 72,216 $230,734 $225,864
Interest income 282 147 592 424
-------- -------- -------- --------
74,888 72,363 231,326 226,288
-------- -------- -------- --------
Cost and expenses:
Cost of sales 48,247 46,931 147,929 148,723
Selling, general &
administrative 20,124 19,860 63,470 60,125
Interest expense 320 696 1,308 2,295
-------- -------- -------- --------
68,691 67,487 212,707 211,143
-------- -------- -------- --------
Income before taxes based
on income 6,197 4,876 18,619 15,145
Provision for taxes based
on income 2,330 1,833 7,001 6,043
-------- -------- -------- --------
Net income $ 3,867 $ 3,043 $ 11,618 $ 9,102
======== ======== ======== ========
Income per share of
common stock:
Primary $ .62 $ .53 $1.91 $1.60
======== ======== ======== ========
Fully diluted $ .62 $ .51 $1.88 $1.53
======== ======== ======== ========
Cash dividend per
common share $ .13 $ .11 $ .39 $ .33
======== ======== ======== ========
</TABLE>
See accompanying notes
3
<PAGE>
<PAGE>5
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------------
1995 1994
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $223,252 $221,383
Cash paid to suppliers and employees (186,946) (195,824)
Cash paid on product warranty program claims (9,527) (5,776)
Interest received 560 497
Interest paid (2,113) (2,946)
Income taxes paid (7,375) (7,408)
-------- --------
Net cash provided by operating activities 17,851 9,926
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (5,958) (9,891)
Proceeds from sale of property, plant and
equipment 310 634
Other cash receipts - net 1,341 84
-------- --------
Net cash used in investing activities (4,307) (9,173)
-------- --------
Cash flows from financing activities:
Borrowings under lines of credit - net (239) (775)
Payments of long-term debt (7,953) (8,022)
Dividends paid (2,782) (1,829)
Proceeds from exercise of stock options 553 215
-------- --------
Net cash used in financing activities (10,421) (10,411)
-------- --------
Effect of exchange rate changes 1,074 974
-------- --------
Net increase (decrease) in cash and cash
equivalents 4,197 (8,684)
-------- --------
Cash and cash equivalents at beginning of year 16,446 21,397
-------- --------
Cash and cash equivalents at September 30 $ 20,643 $ 12,713
======== ========
</TABLE>
See accompanying notes
4
<PAGE>
<PAGE>6
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------------
1995 1994
-------- --------
<S> <C> <C>
Reconciliation of net income to net cash
provided by operating activities
- ----------------------------------------
Net income $ 11,618 $ 9,102
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,101 5,074
Provision for uncollectible accounts 186 171
Amortization of stock compensation 306 306
Gain on sale of property, plant & equipment (68) (20)
Benefit for deferred income taxes (564) (115)
Decrease (increase) in:
Accounts receivable (net) (7,514) (4,745)
Inventories 5,002 (1,375)
Prepaid expenses and other current assets (1,260) (292)
Other assets (239) (2)
Increase (decrease) in:
Accounts payable 732 50
Product warranty program reserves 2,353 1,159
Taxes based on income 190 (1,250)
Accrued liabilities 1,008 1,863
-------- --------
Total adjustments 6,233 824
-------- --------
Net cash provided by operating activities $ 17,851 $ 9,926
======== ========
</TABLE>
Supplemental disclosure of noncash investing
and financing activities
- --------------------------------------------
In 1995 and 1994, additional common stock was
issued upon the conversion of $6,250,000 and
$250,000, respectively, of long-term debt.
See accompanying notes
5
<PAGE>
<PAGE>7
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995 AND 1994
1) The accompanying unaudited consolidated condensed financial statements
include all adjustments which in the opinion of management are necessary
to a fair presentation of the information for the interim period herein
reported. These unaudited consolidated condensed financial statements
should be read in conjunction with the consolidated financial statements
included in the 1994 Annual Report to Stockholders.
2) The results of operations for the nine months ended September 30, 1995
are not necessarily indicative of results of operations for the year
ending December 31, 1995. Accounting measurements at interim dates
inherently involve greater imprecision than at year-end, which is due, in
part, to increased reliance on the use of estimates at interim dates.
3) The number of shares used in the calculation of primary and fully diluted
earnings per share information is as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
----------------------- -----------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary 6,224,430 5,694,637 6,083,664 5,685,344
Fully diluted 6,230,405 6,141,688 6,221,401 6,134,797
</TABLE>
6
<PAGE>
<PAGE>8
WYNN'S INTERNATIONAL, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Comparison of the three months ended September 30, 1995 and 1994
- ----------------------------------------------------------------
Net sales for the third quarter of 1995 were $74.6 million, a 3% increase
compared to $72.2 million in the third quarter of 1994. Sales decreased 4%
for the Automotive Components Division which is comprised of
Wynn's-Precision, Inc. (Precision), a Lebanon, Tennessee-based supplier of
O-rings, seals and molded rubber products, and Wynn's Climate Systems, Inc.
(WCS), a Fort Worth, Texas-based supplier of automotive air conditioning
products. Precision's revenues were slightly higher in the third quarter
of 1995 compared to the third quarter of 1994, reflecting higher sales
volume at the Virginia and Canadian operations, offset partially by lower
sales volumes at the Tennessee and Arizona operations. The reduction in
sales at the Tennessee operation, which manufactures and sells primarily
O-rings, was due to the decline in U.S. automotive production rates during
the most recent quarter compared to the prior year. WCS experienced a $2.1
million (17%) decrease in sales during the third quarter of 1995 compared
to the third quarter of 1994. The revenue decline was mainly attributable
to the July 1994 expiration of a kit assembly agreement with Mazda. Sales
to the U.S. aftermarket, including sales through WCS company-owned
installation centers, were approximately the same in the third quarter of
1995 compared to the same period in 1994. Sales in the European market
increased in the most recent quarter.
Sales at the Specialty Chemicals Division, principally car care products,
increased 15% in the third quarter compared to the same quarter in 1994.
Sales increased 34% in the U.S. compared to the prior year primarily due to
higher sales of product warranty kits and sales to direct export customers.
Foreign subsidiary sales increased 4% from the prior year primarily due to
increased sales from this Division's French and Belgium operations,
partially offset by revenue declines in the South African and Australian
operations. Excluding the effect of foreign exchange rate fluctuations,
total net sales of this Division would have increased 12% in the most
recent quarter compared to the comparable quarter in 1994.
Sales by the Builders Hardware Division, the relatively small regional
builders hardware products wholesale distributor, were down slightly in the
third quarter of 1995 compared to the third quarter of 1994.
The consolidated cost of sales for the third quarter of 1995 was 64.7% of
sales, an improvement from 65.0% in the third quarter of 1994. The
increase in the consolidated gross margin percentage was due to the change
in mix of revenues. The gross margin percentage increased at Precision due
to the higher volumes at its Virginia operations, partially offset by lower
volumes at Precision's Tennessee operations. The gross margin percentage
declined at WCS due to the lower sales volume. The gross margin percentage
decreased at the Specialty Chemicals Division due to a change in the sales
mix.
7
<PAGE>
<PAGE>9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
Selling, general and administrative expenses in the third quarter of 1995
were $20.1 million (27.0% of sales) compared to $19.9 million (27.5% of
sales) for the third quarter of 1994. The small increase in total selling,
general and administrative expenses is primarily attributable to higher
expenses at the Specialty Chemicals Division and Precision, partially
offset by a decline at WCS. The increase in selling, general and
administrative expenses at the Specialty Chemicals Division reflects
increased spending associated with higher revenues, although expenses
declined as a percentage of sales. Operating expenses increased at
Precision due to the addition of new service centers. Operating expenses
decreased at WCS, both in total dollars and as a percentage of revenue.
Consolidated interest expense declined primarily due to the reduction in
the remaining principal amount of the Company's long-term debt. In March
1995, the Company made a $7.9 million principal payment against the
Company's 10.75% Senior Note and the then remaining $6,250,000 of the
Company's 9% subordinated convertible notes were converted into common
stock.
Income before taxes based on income increased 27% to $6.2 million in 1995
from $4.9 million in the third quarter of 1994. In the Automotive
Components Division, Precision's operating profit was virtually unchanged
compared to the third quarter of 1994. WCS' operating loss in the third
quarter of 1995 increased by approximately 10% compared to the same period
in 1994, principally due to the lower sales to Mazda. WCS expects to
report an operating loss for the calendar year ending December 31, 1995 due
to lower revenues. The Specialty Chemicals Division experienced a 34%
increase in operating profit in the quarter ended September 30, 1995 due
primarily to improved results at its U.S. based and French operations.
The effective tax rate in the third quarter of 1995 was 37.6%, the same
rate as in the third quarter of 1994.
Net income increased 27% to $3.9 million in the third quarter of 1995
compared to $3.0 million in the third quarter of 1994 as a result of the
increase in pretax income. Primary income per share increased in the third
quarter of 1995 to $.62 from $.53 in 1994 due to the higher net income.
The number of shares used in the calculation of primary earnings per share
increased 9% in 1995 due primarily to the conversion of convertible notes
into 426,135 shares of the Company's common stock during the first quarter
of 1995 and the exercise of stock options in 1994 and 1995. Fully diluted
earnings per share increased 22% in 1995 compared to 1994 due to the
increased net income.
Comparison of the nine months ended September 30, 1995 and 1994
- ---------------------------------------------------------------
Net sales for the nine months ended September 30, 1995 increased 2% to
$230.7 million from $225.9 million in the same period of last year. Sales
were down 8% for the Automotive Components Division. Revenues decreased
33% at WCS due to reduced sales to Mazda, GM and Chrysler, partially offset
by higher sales to the European market. Precision's sales increased 7%
compared to the first nine months of 1994 due primarily to the relatively
high U.S. automotive and off-road construction vehicle production rates
during the first six months of 1995 and the continued strength in
industrial activity. Sales for the Specialty Chemicals Division
8
<PAGE>
<PAGE>10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
increased 19% in the first nine months of 1995 compared to the same period
in 1994 due primarily to improved sales in the U.S., France and Belgium.
Sales for the Builders Hardware Division were virtually the same compared
to the first nine months of the prior year.
Total cost of sales for the first nine months of 1995 was 64.1%, an
improvement from 65.8% in the first nine months of 1994. Precision
generated slightly higher gross margins, but the Specialty Chemicals
Division and WCS experienced reduced gross margins. Precision's gross
margin improved due to higher volumes during the nine month period, despite
ongoing price pressures. The decrease in gross margin at the Specialty
Chemicals Division was the result of a change in sales mix. The decrease
in margin at WCS compared to 1994 is due primarily to the significant
decline in sales.
Selling, general and administrative expenses increased to $63.5 million
for the first nine months of 1995 from $60.1 million for the same period in
1994. The increase primarily reflects higher spending levels due to higher
revenues at the Specialty Chemicals Division and Precision, partially
offset by the lower operating expenses at WCS. Operating expenses at the
Builders Hardware Division and Corporate were slightly above 1994 levels.
Income before taxes based on income increased to $18.6 million from $15.1
million in the first nine months of 1994. The Specialty Chemicals Division
had a 34% increase in operating profit compared to the first nine months of
last year primarily due to the reasons discussed in the third quarter. In
the Automotive Components Division, WCS recorded an operating loss during
the first nine months of 1995 compared to a small profit in the same period
in 1994, principally due to reduced gross profit from the lower sales in
1995. Precision's operating profit increased compared to the first nine
months of 1994 as a result of higher sales, despite the continued intense
pricing pressures in the U.S. automotive industry. Operating profits of the
Builders Hardware Division decreased compared to the first nine months
of 1994 due to higher marketing expenses associated with new sales programs.
Net income increased 28% to $11.6 million in the first nine months of 1995
from $9.1 million in the same period in 1994 due to the growth in income
before taxes and a decrease in the effective tax rate to 37.6% from 39.9%
in the nine months ended September 30, 1994. The decrease in the effective
tax rate is due to the expected higher level of profitability in the U.S.,
which has a lower corporate income tax rate than many of the international
jurisdictions in which the Company operates.
Primary earnings per share rose 19% to $1.91 in the first nine months of
1995 compared to $1.60 in the same period in 1994. The increase in primary
earnings per share is attributable to the increase in net income, partially
offset by approximately 7% more shares outstanding in 1995 compared to 1994
as explained in the analysis of the third quarter. Fully diluted earnings
per share increased 23% in 1995 compared to 1994 due to the higher net
income.
9
<PAGE>
<PAGE>11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
FINANCIAL CONDITION
- -------------------
Working capital at the end of the third quarter was $65.2 million compared
to $60.8 million at December 31, 1994. The current ratio was 2.04 to 1 at
the end of the third quarter of this year compared to 2.03 to 1 at December
31, 1994. In March 1995, the Company paid the third installment of $7.9
million of the Company's 10.75% long-term senior debt. The remaining
outstanding principal balance of the Company's 10.75% senior debt is
scheduled to be repaid in one additional installment of $7.9 million due
in March 1996. The Company anticipates funding the March 1996 payment
from internally generated funds and/or its lines of credit. The Company
has adequate lines of credit to meet foreseeable working capital
requirements, including the scheduled repayment of debt.
Accounts receivable at September 30, 1995 increased $7.3 million from
December 31, 1994, principally as a result of the higher sales during the
third quarter by the Specialty Chemicals Division, WCS and Precision
compared to the quarter ended December 31, 1994. Inventories decreased to
$37.4 million at the end of the third quarter of this year compared to
$42.8 million at December 31, 1994. Inventories decreased approximately
$5.5 million at WCS primarily as a result of the lower revenue levels and
the previously reported sale in January 1995 of substantially all the
inventory (and other assets) of WCS' refrigerant recovery and recycling
machine product line. Inventories at Precision, the Specialty Chemicals
and Builders Hardware Divisions remained relatively unchanged at September
30, 1995 compared to December 31, 1994.
During the nine months ended September 30, 1995, the Company purchased
$6.0 million of new property, plant and equipment, primarily for the
Automotive Components Division. The Company anticipates that capital
expenditures will be approximately $9 million in 1995, below the $12
million level previously estimated. The decline is mainly due to a
reduction in spending at Precision attributable to the slowdown in the
growth rate of the U.S. automotive industry.
Effective March 1, 1995, the holder of the Company's 9% Subordinated
Convertible Notes due March 6, 1996, elected to convert the entire
remaining principal balance of $6,250,000 into 426,135 shares of the
Company's common stock.
Stockholders' equity at September 30, 1995 was $113.2 million or $18.78
per share compared to $95.4 million or $17.13 per share at December 31,
1994. The increase of $17.8 million is attributable to net income of $11.6
million, $.6 million from common stock transactions, a $1.4 million
increase in the foreign currency translation account, the amortization of
$.3 million of unearned compensation and the conversion of $6.2 million of
convertible notes, reduced by $2.3 million of dividends declared.
10
<PAGE>
<PAGE>12
PART II - OTHER INFORMATION
WYNN'S INTERNATIONAL, INC.
ITEM 1 - LEGAL PROCEEDINGS
Various claims and actions, considered normal to the Company's business, have
been asserted and are pending against the Company and its subsidiaries. The
Company believes that such claims and actions should not have any material
adverse effect upon the results of operations or the financial position of the
Company based upon information presently known to the Company.
11
<PAGE>
<PAGE>13
WYNN'S INTERNATIONAL, INC.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 - Computation of net income per common share - primary and
assuming full dilution.
27 - Financial Data Schedule
(b) Registrant has not filed any reports on Form 8-K during the quarter for
which this report is filed.
12
<PAGE>
<PAGE>14
WYNN'S 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.
WYNN'S INTERNATIONAL, INC.
-------------------------------------------
(Registrant)
Date November 10, 1995 James Carroll
------------------------- --------------------------------------------
James Carroll
President and Chief Executive Officer
Date November 10, 1995 Seymour A. Schlosser
------------------------- --------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
13
<PAGE>
<PAGE>1
Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - PRIMARY
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30
------------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 3,867 $ 3,043
========= =========
Weighted average number of shares issued 6,021,612 5,556,726
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 202,818 137,911
--------- ---------
Common and common equivalent shares 6,224,430 5,694,637
========= =========
Income per common share $ .62 $ .53
========= =========
<CAPTION>
Nine Months Ended
September 30
------------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 11,618 $ 9,102
========= =========
Weighted average number of shares issued 5,915,095 5,548,574
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 168,569 136,770
--------- ---------
Common and common equivalent shares 6,083,664 5,685,344
========= =========
Income per common share $ 1.91 $ 1.60
========= =========
</TABLE>
<PAGE>
<PAGE>2
Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
September 30
------------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 3,867 $ 3,043
Net interest expense from convertible notes - 92
--------- ---------
Adjusted net income $ 3,867 $ 3,135
========= =========
Weighted average number of shares issued 6,021,612 5,556,726
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average or
ending market price, whichever is higher 208,793 158,827
Dilutive effect of assumed conversion of
notes outstanding - 426,135
--------- ---------
Fully diluted shares 6,230,405 6,141,688
========= =========
Income per common share $ .62 $ .51
========= =========
<CAPTION>
Nine Months Ended
September 30
------------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 11,618 $ 9,102
Net interest expense from convertible notes 59 275
--------- ---------
Adjusted net income $ 11,677 $ 9,377
========= =========
Weighted average number of shares issued 5,915,095 5,548,574
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average or
ending market price, whichever is higher 213,188 157,500
Dilutive effect of assumed conversion of
notes outstanding 93,118 428,723
--------- ---------
Fully diluted shares 6,221,401 6,134,797
========= =========
Income per common share $ 1.88 $ 1.53
========= =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS CONTAINED IN FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 20,643
<SECURITIES> 0
<RECEIVABLES> 56,624
<ALLOWANCES> 1,796
<INVENTORY> 37,446
<CURRENT-ASSETS> 127,953
<PP&E> 49,044<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 183,515
<CURRENT-LIABILITIES> 62,718
<BONDS> 746
<COMMON> 6,376
0
0
<OTHER-SE> 106,839
<TOTAL-LIABILITY-AND-EQUITY> 183,515
<SALES> 230,734
<TOTAL-REVENUES> 231,326
<CGS> 147,929
<TOTAL-COSTS> 147,929
<OTHER-EXPENSES> 63,284
<LOSS-PROVISION> 186
<INTEREST-EXPENSE> 1,308
<INCOME-PRETAX> 18,619
<INCOME-TAX> 7,001
<INCOME-CONTINUING> 11,618
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,618
<EPS-PRIMARY> 1.91
<EPS-DILUTED> 1.88
<FN>
<F1>Property, Plant and Equipment, At Cost Less
Accumulated Depreciation and Amortization
</FN>
</TABLE>
