<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 March 31, 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 1-5881
------
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 050113140
-------- ---------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Precision Park, 200 Frenchtown Road, North Kingstown, Rhode Island 02852
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
(401) 886-2000
--------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------------------------
(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 Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date; 12,744,825 shares of Class A
common stock, 515,515 shares of Class B common stock, par value $1 per share,
outstanding as of April 30, 1997.
Page 1
<PAGE>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. FINANCIAL STATEMENTS*
- ------ --------------------
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Dollars in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended Mar. 31,
------------------------------
1997 1996
---------- ---------
<S> <C> <C>
Net sales $70,802 $76,278
Cost of sales 45,770 49,290
Research and development expense 3,113 2,386
Selling, general and administrative expense 19,860 22,089
---------- ---------
Operating profit 2,059 2,513
Interest expense 1,434 2,077
Other income, net 322 234
---------- ---------
Income before income taxes 947 670
Income tax provision 190 120
---------- ---------
Net income $ 757 $ 550
========== =========
Primary and fully diluted
income per common share:
Net income per share $.06 $.06
========== =========
Weighted average shares
outstanding during the period 13,202,123 8,878,508
========== =========
</TABLE>
* The accompanying notes are an integral part of the financial statements.
Page 2
<PAGE>
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
(Dollars in Thousands)
<TABLE>
<CAPTION>
Mar. 31, 1997 December 31, 1996
-------------- ------------------
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 23,684 $ 20,158
Accounts receivable, net of allowances for
doubtful accounts of $2,839 and $3,226 100,932 118,685
Inventories 82,782 77,572
Deferred income taxes 2,217 2,217
Prepaid expenses and other current assets 3,951 5,585
-------- --------
Total current assets 213,566 224,217
Property, plant and equipment:
Land 6,698 7,094
Buildings and improvements 40,429 41,840
Machinery and equipment 84,940 90,337
-------- --------
132,067 139,271
Less-accumulated depreciation 81,057 84,865
-------- --------
51,010 54,406
Goodwill, net 10,715 10,806
Other assets 21,464 25,019
-------- --------
$296,755 $314,448
======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current
installments of long-term debt $ 32,274 $ 32,481
Accounts payable 42,980 45,507
Accrued expenses and income taxes 34,019 38,217
-------- --------
Total current liabilities 109,273 116,205
Long-term debt 34,989 36,725
Other long-term liabilities 4,154 4,700
Deferred income taxes 1,417 1,420
Unfunded accrued pension cost 5,430 5,801
Termination indemnities 9,033 9,197
SHAREOWNERS' EQUITY:
Preferred stock, $1 par value;
authorized 1,000,000 shares - -
Common stock:
Class A, par value $1; authorized 15,000,000
shares; issued 12,732,261 shares in 1997
and 12,689,234 shares in 1996 12,732 12,689
Class B, par value $1; authorized 2,000,000 shares;
issued and outstanding 515,671 shares in 1997
and 517,604 shares in 1996 516 518
Additional paid in capital 111,270 110,737
Earnings(deficiency) employed in the business 530 (227)
Cumulative foreign currency translation adjustment 7,888 17,175
Treasury stock: 42,592 shares in 1997 and
in 1996 at cost (455) (455)
Unearned compensation (22) (37)
-------- --------
Total shareowners' equity 132,459 140,400
-------- --------
$296,755 $314,448
======== ========
</TABLE>
* The accompanying notes are an integral part of the financial statements.
Page 3
<PAGE>
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three-Months Ended Mar. 31,
-------------------------------------
1997 1996
------------------ -----------------
<S> <C> <C>
CASH PROVIDED BY (USED IN) OPERATIONS:
Net income (loss) $ 757 $ 550
Adjustment for Noncash Items:
Depreciation and amortization 2,475 2,009
Unfunded pension 100 111
Deferred compensation 15 61
Termination indemnities 708 53
Changes in Working Capital:
(Increase) Decrease in accounts receivable 11,793 (758)
Increase in inventories (11,190) (10,463)
(Increase) Decrease in prepaid expenses
and other current assets 1,253 (43)
Increase (Decrease) in accounts payable and accrued expenses (1,679) 6,713
-------- --------
Net Cash (Used in) Provided by Operations 4,232 (1,767)
-------- --------
INVESTMENT TRANSACTIONS:
Capital expenditures (1,753) (3,664)
Other investing activities 2,292 (81)
-------- --------
Cash (Used in) Investment Transactions 539 (3,745)
-------- --------
FINANCING TRANSACTIONS:
Increase in short-term debt 1,239 1,978
Principal payments of long-term debt (1,409) (324)
Other financing activities 70 428
-------- --------
Cash (Used in) Provided by Financing Transactions (100) 2,082
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,145) 1,917
-------- --------
CASH AND CASH EQUIVALENTS:
Increase (decrease) during the period 3,526 (1,513)
Beginning balance 20,158 6,262
-------- --------
Ending balance $ 23,684 $ 4,749
======== ========
SUPPLEMENTARY CASH FLOW INFORMATION:
Interest paid $ 821 $ 1,877
======== ========
Taxes paid $ 62 $ 50
======== ========
</TABLE>
* The accompanying notes are an integral part of the financial statements.
Page 4
<PAGE>
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Dollars in Thousands)
1. The accompanying unaudited consolidated financial statements 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 Regulations S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the quarter ended March 31, 1997 are not necessarily indicative
of the results that may be expected for the year ended December 31, 1997.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Brown & Sharpe Manufacturing Company's
annual report on Form 10-K for the year ended December 31, 1996.
2. Cash and cash equivalents are comprised of cash-on-hand deposits in banks
and short-term marketable securities with a maturity at acquisition of
three months or less.
3. The composition of inventory is as follows:
<TABLE>
<CAPTION>
Mar. 31, 1997 Dec. 31, 1996
------------- -------------
<S> <C> <C>
Parts, raw materials, and supplies $34,728 $35,897
Work in process 19,367 17,116
Finished goods 28,687 24,559
------- -------
$82,782 $77,572
======= =======
</TABLE>
4. Income taxes include provisions for federal, foreign and state income taxes
and are based on the Company's estimate of effective income tax rates for
the full year. The tax provision for the first three-months of 1997 and
1996 is $190 and $120, respectively.
5. Primary and fully diluted earnings per share for the quarter ended March
31, 1997 and 1996 are based upon the weighted average number of common
shares outstanding. Basic and diluted earnings per share, as calculated in
relation to FAS 128, "Earnings per Share", had no effect for the quarter
ended March 31, 1997.
6. Labor Relations. The Company is involved in litigation which arose out of
a strike by production employees represented by the International
Association of Machinists and Aerospace Workers ("IAM") at the Company's
Rhode Island operations which began in 1981. After commencement of the
strike, the IAM filed charges with the National Labor Relations Board
("NLRB") alleging that the Company engaged in unfair labor practices which
precipitated the strike. On August 28, 1990, the NLRB dismissed the IAM's
charges. The IAM appealed this decision to the U.S. Court of Appeals for
the District of Columbia Circuit. On November 29, 1991, the Court accepted
the legal reasoning advanced by the NLRB and the Company in support of the
NLRB's 1990 decision, but ordered the NLRB to further clarify and support
its decision. The NLRB reaffirmed its original dismissal of the IAM's
charges, and the IAM appealed that decision. The Court, on April 7, 1995,
vacated the NLRB's earlier decision favorable to the Company and remanded
the case to the NLRB for a decision on whether the charges should be
dismissed or a trial on the merits should proceed. On August 16, 1996, the
NLRB issued a second supplemental decision and order finding in favor of
the Company and dismissed the IAM complaint. The IAM has, following an
unsuccessful request for a re-hearing and reconsideration of the NLRB's
ruling, again appealed the NLRB's decision to the U.S. Court of Appeals.
The Company will continue to defend this case vigorously, and management
continues to believe that the possibility of an adverse decision in this
matter is remote. If the case were ultimately decided against the
Page 5
<PAGE>
Company and the strike converted to an unfair labor practice, the Company
could be liable for back wages for those striking employees, subject to
mitigation for certain statutory offsets, whose strike action is determined
to be based on the unfair labor practices.
Environmental. The Company is involved in a lawsuit which arose out of an
environmental proceeding in which the United States Environmental
Protection Agency ("EPA") identified the Company as a potentially
responsible party ("PRP") at a waste disposal site (the "Site") in Rhode
Island listed on the EPA's National Priority List for clean-up and future
monitoring remedial action under the Superfund legislation. The Company's
proportionate share of the total waste contributed to the Site was minimal
in volume and toxicity, and the Company was permitted by the EPA to settle
its liability at such Site in exchange for releases from the EPA and the
State of Rhode Island and for contribution protection from claims of any
third parties who may have liability at the Site. A group of non-settling
major PRPs at the Site brought suit in the Federal District Court in Rhode
Island in 1991 against all of the settling parties, including the Company,
Avet, Inc. et al v. Amtel, Inc. et al, to recover a portion of their past
---------------- ------------------
and anticipated future costs of performing the clean-up remedy. The Court
entered a summary judgment in favor of the Company and other settling
parties on October 30, 1992. The non-settling group of major PRPs appealed
that ruling and subsequently brought suit against the EPA seeking to have
the settlements of the de minimis settling parties set aside. The Company
believes that the plaintiffs in that case have reached a settlement with
the government agency that will ultimately result in a dismissal of the
appeal of the remaining judgment in favor of the Company.
On March 1, 1995, the Company received a notice from the State of New York
asserting a claim against it, along with a group of approximately ten other
companies, to recover costs incurred by the New York State Department of
Environmental Conservation to clean up a waste disposal site in
Poughkeepsie, New York. The State has alleged that the Company's former
subsidiary, Standard Gage Company, Poughkeepsie, New York, acquired in 1987
and merged with and into the Company in 1991, contributed hazardous waste
to the site for disposal and that the Company is a PRP as the surviving
corporation to the merger. The total claim asserted by the State against
all parties is approximately $500, and it has expressed a willingness to
settle its claim with all PRPs receiving the notice. The Company is
continuing efforts to settle this claim and estimates that any potential
loss it might incur as a result of any involvement or settlement at this
site would not be material.
Product Liability and Other Litigation Incidental to the Business. The
Company is involved in a number of product liability claims and lawsuits by
plaintiffs seeking monetary damages for personal injury which arose out of
and were incidental to the sale of products manufactured by the Company in
its discontinued metal cutting machine tool and hydraulic businesses and
certain other litigation and claims incidental to the conduct of its
business. The potential liability of the Company for these claims and suits
is adequately covered by insurance or reserves established for such
contingencies. The Company is contesting or defending these claims and
suits and management believes that the ultimate liability, if any,
resulting from these matters will not have a material effect on the
Company's financial position.
Page 6
<PAGE>
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
- ------ OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
The following table sets forth the percentage of net sales of Brown & Sharpe
represented by the components of income and expense for the quarters ended March
31, 1997 and 1996:
<TABLE>
<CAPTION>
Quarters Ended Mar. 31,
-------------------------
1997 1996
------------ -----------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of goods sold 64.6 64.6
Research and development expense 4.4 3.1
Selling, general and administrative expense 28.1 29.0
----- -----
Operating profit 2.9 3.3
Interest expense 2.0 2.7
Other income, net 0.5 0.3
----- -----
Income before income taxes 1.4 0.9
Income tax provision 0.3 0.2
----- -----
Net income 1.1% 0.7%
===== =====
</TABLE>
RESULTS OF OPERATIONS
(Quarter Ended March 31, 1997 compared to Quarter Ended March 31, 1996)
NET SALES. Net sales in the first quarter of 1997 decreased 7.2% to $70.8
million, from $76.3 million in the first quarter of 1996. Foreign currency
exchange rate fluctuations caused a decrease, on a dollar denominated basis, in
net sales in the first quarter of 1997 of $3.1 million as compared to the first
quarter of 1996. When translated at 1996 foreign exchange rates, first quarter
1997 net sales decreased approximately $2.4 million or 3.1% from first quarter
1996 sales. The $2.4 million decrease is comprised of a $1.4 million decrease
in Measuring Systems Division ("MS"), a $0.9 million decrease in Precision
Measuring Instruments Division ("PMI"), and a $0.1 million decrease in the
Custom Metrology Division ("CM").
GROSS PROFIT. Gross profit decreased 8.0% from $27.0 million in the first
quarter of 1996 to $25.0 million in the first quarter of 1997 due to the
decreased sales in 1997, discussed above. As a percentage of net sales, gross
profit margin was 35.4% in the first quarter of 1997 and 1996. PMI's margin
increased while MS and CM decreased. MS margins decreased due to increased
unabsorbed costs arising from reduced sales volume.
RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense increased
$0.7 million or 29.2% from $2.4 million in the first quarter of 1996. This
increase is primarily due to investments in new software and sensors.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense ("SG&A") in the first quarter of 1997 was $19.9 million
or 28.1% of net sales, representing a decrease from $22.1 million or 29.0% of
net sales in the comparable period in 1996. Exclusive of foreign currency
transaction losses, which amounted to a $0.1 million loss in 1997 and $0.6
million loss in 1996, SG&A decreased from 28.2% of sales in 1996 to 27.2% of
sales in 1997. The decrease was primarily due to decreased sales commissions
and reduced sales and administrative expenses.
INTEREST EXPENSE. Interest expense decreased 33.3%, or $0.7 million, from $2.1
million in the first quarter of 1996 to $1.4 million in the first quarter of
1997. The decrease reflects $35.2 million lower average borrowings in the first
quarter of 1997 as compared to borrowings in the first quarter of 1996. The
reduced borrowings in 1997 result from the payment of approximately $34.1
million of short-term
Page 7
<PAGE>
debt, which occurred in the fourth quarter of 1996 using $35.6 million of
proceeds obtained in the Company's $48 million common stock offering.
INCOME TAX EXPENSE. Income taxes include provisions for federal, foreign and
state income taxes and are based on the Company's estimate of the effective
income tax rates for the full year. The estimated 1997 effective tax rate
amounted to 20.0% which compared with the effective tax rate of 11.0% for the
year ended December 31, 1996. The increase in the effective tax rate in 1997
from the year ended December 31, 1996 is attributable to higher income earned in
a taxable foreign jurisdiction in 1997.
NET INCOME (LOSS). As a result of the preceding factors, the Company had net
income of $0.8 million ($.06 per share) in the first quarter of 1997 compared to
a net income of $0.6 million ($.06 per share) in the first quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
Over the last several years, prior to the 1996 equity offering, the Company has
funded its working capital, capital expenditure, research and development and
other cash needs from operating cash flows, sales proceeds from discontinued
businesses, borrowings under short-term credit facilities, an aggregate of $33.5
million of term and mortgage indebtedness incurred in 1994. In October 1996 a
$48 million public equity offering of 4.4 million new shares of common stock was
completed. At March 31, 1997, the Company's outstanding indebtedness was $67.3
million, including $66.6 million of long-term indebtedness (including current
portion) and $0.7 million of short-term borrowings, and the Company's cash and
cash equivalents were $23.7 million. The Company has a domestic secured
revolving credit facility ("the Facility") which provides for maximum aggregate
borrowings of $25.0 million and foreign credit facilities which provide for
maximum aggregate borrowings of $41.4 million. The Facility is available for
working capital and general corporate purposes. Of the foreign credit
facilities, $18 million is available for working capital and general corporate
purposes to the Company's foreign subsidiary in the country where borrowed,
$14.8 million is available on presentment of certain local and export related
eligible invoices and $8.6 million is available to support letters of credit and
performance and bid bonds. Actual availability under the Facility is limited on
the basis of eligible United States accounts receivable and inventory. At March
31, 1997, giving effect to such borrowing base limitations and outstanding
borrowings, the Company had no outstanding borrowings under the Facility, and
the Company's maximum available additional borrowings under the Facility were
$17.8 million and its maximum available additional borrowings and letters of
credit under its foreign credit facilities were $35.7 million.
The commitments under the Facility continue until September 1997 and
automatically renew thereafter for one year periods, subject to the termination
provisions contained in the Facility. The Facility is secured by substantially
all of the Company's domestic assets and 65% of the shares of certain foreign
subsidiaries and contains a number of covenants, including the obligation to
maintain certain financial ratios and a prohibition on the payment of dividends.
The Company's foreign credit facilities are generally due on demand and certain
of such facilities are secured by certain of the Company's foreign assets.
At December 31, 1996, the annual maturities of the Company's long-term debt were
$31.8 million, $4.7 million, $9.8 million, $4.7 million and $6.3 million for
1997, 1998, 1999, 2000 and 2001, respectively.
Management believes that, the 1996 public equity offering and the additional
borrowing capacity it allows along with the available existing short- and long-
term borrowings, cash on hand and future cash flow from operations will be
sufficient to meet foreseeable cash requirements of the Company for the next
three to four years. Significant acquisitions or strategic partnerings could,
however, increase the Company's capital requirements, and in such event the
Company might seek to raise additional debt or equity.
CASH FLOW. Net cash provided by operations in the first quarter of 1997 was
$4.2 million, as compared to net cash used in operations of $1.8 million for the
same period in 1996. For the quarter ended March 31, 1997, net income of $0.8
million was increased by depreciation and other non-cash items of $3.3
Page 8
<PAGE>
million and an increase in working capital of $0.1 million. For the quarter
ended March 31, 1996, net income of $0.6 million was increased by depreciation
and other non-cash items of $2.2 million and was decreased by working capital of
$4.6 million.
Net cash provided from investment transactions in the first quarter of 1997 was
$0.5 million as compared to net cash used in investment transactions during the
first quarter of 1996 of $3.8 million. During the first quarter of 1997 and
1996, investment transactions included capital expenditures of $1.8 million and
$3.7 million, respectively.
Cash used in financing transactions was $0.1 million during the first quarter of
1997 compared with $2.1 million provided by financing transactions for the same
period in 1996. Financing transactions during the first quarter of 1997 included
$1.2 million of short-term borrowings offset by $1.4 million of long-term debt
payments. Financing transactions for the same period in 1996 included $2.0
million of short-term borrowings offset by $0.3 million of long-term debt
payments.
WORKING CAPITAL. Working capital was $104.3 million at December 31, 1997
compared to $108.0 million at December 31, 1996. Inventories increased to $82.8
million at March 31, 1997, an increase of $5.2 million from the end of 1996, and
accounts receivable decreased $17.8 million from December 31, 1996. In
addition, total short-and long-term borrowing decreased $1.9 million to a total
of $67.3 million at March 31, 1997 as compared to $69.2 million at December 31,
1996.
CAPITAL EXPENDITURES. The Company's capital expenditures were approximately
$1.8 million in the first quarter of 1997 compared to $3.7 million for the same
period in 1996.
PRODUCT DESIGN AND MANUFACTURING ENGINEERING. The Company invested $4.0
million, or 5.6% of net sales, and $3.1 million, or 4.0% of net sales for the
first quarters of 1997 and 1996, respectively, for product design and
manufacturing engineering.
PROSPECTIVE INFORMATION
This section includes certain forward-looking statements about the Company's
sales, expenditures and cost savings, operating and capital requirements and
refinancings. Any such statements are subject to risks that could cause the
actual results or needs to vary materially. These risks are discussed in "Risk
Factors" in the Company's Report on Form 10-K for the year 1996.
Page 9
<PAGE>
PART II. OTHER INFORMATION
-----------------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
A. See Exhibit Index annexed.
B. No Form 8-K was filed during the quarter ended March 31, 1997.
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.
BROWN & SHARPE MANUFACTURING COMPANY
By: /s/ Charles A. Junkunc
----------------------
Charles A. Junkunc
Vice President and Chief Financial Officer
(Principal Financial Officer)
May 14, 1997
Page 10
<PAGE>
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
EXHIBIT INDEX
-------------
4. Indenture dated as of October 1, 1980 (including form of debenture) between
the Company and Morgan Guaranty Trust Company of New York as trustee
relating to 9-1/4% convertible subordinated debentures due December 15,
2005, originally filed as Exhibit (b) (1) to Form S-16 Registration
Statement No. 2-69203 dated October 1, 1980 and incorporated herein by
reference.
The Registrant hereby agrees to furnish a copy to the Commission of other
instruments defining the rights of holders of long-term debt, as to which
the securities thereunder do not exceed ten percent of total assets on a
consolidated basis.
11. Computation of Per Share Data for the three-month periods ended March 31,
1997 and 1996.
Page 11
<PAGE>
EXHIBIT 11
----------
BROWN & SHARPE MANUFACTURING COMPANY
------------------------------------
COMPUTATION OF PER SHARE DATA
-----------------------------
(Amounts in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
For the Quarter Ended
---------------------
Mar. 31, 1997 Mar. 31, 1996
------------- -------------
<S> <C> <C>
Primary:
Average shares outstanding 13,202 8,738
Net effect of dilutive stock options
-- based on the treasury stock method
using average market price 251 140
------- ------
Totals 13,453 8,878
======= ======
Net income (loss) $ 757 $ 550
======= ======
Per share amount $ .06 $ .06
======= ======
Fully diluted:
Average shares outstanding 13,202 8,738
Net effect of dilutive stock options
-- based on the treasury stock
method using ending market
price which is greater than
average market price - 153
Net effect of dilutive stock options
-- based on the treasury stock
method using average market
price which is greater than
quarter-end market price 251 -
Assumed conversion of 9 1/4%
convertible subordinated
debentures * *
------- ------
Totals 13,453 8,891
======= ======
Net income (loss) $ 757 $ 550
Add 9 1/4% convertible
subordinated debenture
interest, net of federal
income tax effect * *
------- ------
Totals $ 757 $ 550
======= ======
Per share amount $ .06 $ .06
======= ======
</TABLE>
* Conversion of the 9-1/4% convertible subordinated debentures is not assumed in
the computation because its effect is anti-dilutive.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 23,684
<SECURITIES> 0
<RECEIVABLES> 103,771
<ALLOWANCES> 2,839
<INVENTORY> 82,782
<CURRENT-ASSETS> 213,566
<PP&E> 132,067
<DEPRECIATION> 81,057
<TOTAL-ASSETS> 296,755
<CURRENT-LIABILITIES> 109,273
<BONDS> 0
0
0
<COMMON> 13,248
<OTHER-SE> 119,211
<TOTAL-LIABILITY-AND-EQUITY> 296,755
<SALES> 70,802
<TOTAL-REVENUES> 70,802
<CGS> 45,770
<TOTAL-COSTS> 48,883
<OTHER-EXPENSES> 19,860
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,434
<INCOME-PRETAX> 947
<INCOME-TAX> 190
<INCOME-CONTINUING> 757
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 757
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
