<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For quarter ended September 30, 1997 Commission file number 1-5951
CMI CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 73-0519810
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
I-40 & Morgan Road, P.O. Box 1985
Oklahoma City, Oklahoma 73101
- ---------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 787-6020
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Voting Class A Common Stock Par Value $.10 21,431,383
Voting Common Stock Par Value $.10 621
- ------------------------------------------ ---------------------------------
(Title of each class) (Outstanding at November 5, 1997)
-1 of 12-
<PAGE>
CMI CORPORATION
Index
Page
----
PART I. Financial Information
Condensed Consolidated Balance Sheets -
September 30, 1997, December 31, 1996 and
September 30, 1996 3
Condensed Consolidated Statements of Earnings -
Three Months and Nine Months Ended
September 30, 1997 and 1996 4
Condensed Consolidated Statements of Changes in
Common Stock and Other Capital - September 30,
1997, December 31, 1996, December 31, 1995
and December 31, 1994 5
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial
Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
-2 of 12-
<PAGE>
PART I - FINANCIAL INFORMATION
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
September 30 December 31 September 30
1997 1996 1996
------------- ----------- -------------
(Unaudited) * (Unaudited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 17,240 7,160 9,467
Cash equivalents - restricted - - 150
Receivables, net 20,886 17,857 16,503
Inventories
Finished equipment 18,980 31,972 29,756
Work-in-process 12,403 6,890 7,845
Raw materials and parts 20,397 19,835 21,985
-------- ------- -------
Total inventories 51,780 58,697 59,586
Other current assets 943 187 302
Deferred tax asset 3,875 6,700 5,238
-------- ------- -------
Total current assets 94,724 90,601 91,246
Property, plant and equipment 52,054 47,595 46,715
Less accumulated depreciation 36,475 35,248 34,738
-------- ------- -------
Net property, plant and equipment 15,579 12,347 11,977
Long-term receivables 3,114 352 1,167
Other assets 1,284 1,054 764
Deferred tax asset 9,100 9,100 9,800
-------- ------- -------
$123,801 113,454 114,954
======== ======= =======
Current liabilities:
Current maturities of long-term debt $ 207 256 368
Accounts payable 9,268 6,409 8,526
Accrued liabilities 8,023 8,183 6,506
-------- ------- -------
Total current liabilities 17,498 14,848 15,400
Long-term debt 33,948 34,103 34,096
Common shares and other capital:
Class A common stock and
Common stock 2,143 2,047 2,047
Other capital 70,212 62,456 63,411
-------- ------- -------
Total common shares and other capital 72,355 64,503 65,458
-------- ------- -------
$123,801 113,454 114,954
======== ======= =======
</TABLE>
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
-3 of 12-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------ ------------------
1997 1996 1997 1996
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Net revenues $36,078 36,636 123,896 111,887
------- ------ ------- -------
Costs and expenses:
Cost of goods sold 25,801 25,620 91,480 78,643
Marketing and administrative 6,083 5,367 18,315 17,201
Engineering and product development 1,550 1,466 4,693 4,527
------- ------ ------- -------
33,434 32,453 114,488 100,371
------- ------ ------- -------
Operating earnings 2,644 4,183 9,408 11,516
------- ------ ------- -------
Other expense (income):
Interest expense 743 730 2,174 2,122
Interest income (418) (181) (904) (432)
Other, net - 39 - 50
------- ------ ------- -------
Earnings before income taxes 2,319 3,595 8,138 9,776
Income tax expense (Note 6) 886 1,262 3,051 3,564
------- ------ ------- -------
Net earnings $ 1,433 2,333 5,087 6,212
======= ====== ======= =======
Net earnings per common share and
common share equivalent (Note 3) $.07 .11 .24 .29
======= ====== ======= =======
Average outstanding common shares and
common share equivalents 21,382 20,672 21,247 20,757
======= ====== ======= =======
Dividends per common share $.01 .00 .03 .00
======= ====== ======= =======
</TABLE>
See notes to condensed consolidated financial statements.
-4 of 12-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK
AND OTHER CAPITAL
(dollars in thousands)
<TABLE>
<CAPTION>
====================================================================================================
RETAINED
COMMON STOCK CLASS A COMMON STOCK ADDITIONAL EARNINGS
-------------- -------------------- PAID-IN TREASURY (ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK DEFICIT)
------ ------ ----------- ------- ----------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31,
1994 621 $ - 20,351,591 $2,035 $46,229 $ - $(6,131)
Net earnings - - - - - - 17,501
Dividends declared
and accretion on
preferred stock - - - - (321) - (10)
Exercise of stock
options - - 29,792 3 93 - -
------ ------ ----------- ------- ---------- -------- -------
Balance December 31,
1995 621 $ - 20,381,383 $2,038 $46,001 $ - $11,360
Net earnings - - - - - - 5,461
Dividends declared
and accretion on
preferred stock - - - - - - (272)
Dividends paid,
common stock - - - - - - (205)
Exercise of stock
options - - 86,000 9 111 - -
------ ------ ----------- ------- ---------- -------- -------
Balance December 31,
1996 621 $ - 20,467,383 $2,047 $46,112 $ - $16,344
Net earnings - - - - - - 5,086
Purchase of treasury
stock - - - - - (32) -
Dividends paid,
common stock - - - - - - (635)
Exercise of stock
warrants - - 600,000 60 2,190 - -
Exercise of stock
options - - 364,000 36 1,147 - -
------ ------ ----------- ------- ---------- -------- -------
Balance September 30,
1997 (Unaudited) 621 $ - 21,431,383 $2,143 $49,449 $(32) $20,795
====== ====== =========== ======= ========== ======== =======
</TABLE>
See notes to condensed consolidated financial statements.
-5 of 12-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
------------------
1997 1996
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 5,087 6,212
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 1,810 1,633
Amortization 35 64
Loss on sale of assets - 65
Change in assets and liabilities:
Receivables, net (3,029) (4,772)
Inventories 6,917 3,513
Current assets (756) 87
Accounts payable 2,859 (2,891)
Accrued liabilities (160) (1,929)
Deferred tax asset 2,825 3,762
Long-term receivables (2,762) (32)
Other non-current assets (266) (209)
-------- --------
Net cash provided by operating activities 12,560 5,503
------- -------
INVESTING ACTIVITIES
Proceeds from sale of assets 107 24
Capital expenditures (5,149) (2,466)
------- -------
Net cash used in investing activities (5,042) (2,442)
------- -------
FINANCING ACTIVITIES
Payments on long-term debt (204) (294)
Borrowings on long-term debt - 26,950
Net payments on revolving credit note - (14,526)
Net payments on fleet financing agreement - (3,097)
Payment of preferred stock dividend - (272)
Redemption of preferred stock - (4,537)
Proceeds from stock options exercised 1,183 120
Proceeds from stock warrants exercised 2,250 -
Payment of common stock dividends (635) -
Purchase of treasury stock (32) -
------- -------
Net cash provided by financing activities 2,562 4,344
------- -------
Increase in cash and cash equivalents 10,080 7,405
Cash and cash equivalents at beginning of period 7,160 2,062
------- -------
Cash and cash equivalents at end of period $17,240 9,467
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
-6 of 12-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) The interim condensed consolidated financial information has been prepared
in conformity with generally accepted accounting principles applied, in all
material respects, on a basis consistent with the consolidated financial
statements included in the annual report filed with the Securities and
Exchange Commission for the preceding fiscal year. The financial
information as of September 30, 1997 and 1996 and for the interim periods
ended September 30, 1997 and 1996 included herein is unaudited; however,
such information reflects all adjustments (consisting of only normal
recurring adjustments), which are, in the opinion of management, necessary
to a fair presentation of financial position and the operating results for
the interim periods.
(2) The results of operations for the nine months ended September 30, 1997 are
not necessarily indicative of the results to be expected for the full year.
The Company is in a seasonal business, whereas normally at least 60 percent
of the Company's revenues occur in the first six months of each calendar
year.
(3) Earnings per share amounts are computed by dividing the net earnings less
redeemable preferred stock dividends and accretion of the difference between
the ultimate redemption value and the initial carrying value of redeemable
preferred stock for the period, by the weighted average outstanding common
shares and common share equivalents for the period. Common share equivalents
are not considered in the computation of per share amounts if their effect
is anti-dilutive.
(4) Certain reclassifications have been made to the prior interim periods to
conform to the 1997 presentations.
(5) There have been no material changes in related party transactions since the
annual report filed for the preceding fiscal year.
(6) Under the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (Statement 109), the benefit of tax deductions
and credits not utilized by the Company in the past is reflected as an asset
to the extent the Company assesses that future operations will "more likely
than not" be sufficient to realize such benefits.
The Company has assessed its past earnings history and trends, sales
backlog, budgeted sales, and expiration dates of carryforwards of future tax
benefits and has determined that it is "more likely than not" that the
$12,975,000 of deferred tax assets will be utilized. The remaining valuation
allowance of approximately $600,000 is maintained against deferred tax
assets which the Company has not determined to be "more likely than not"
realizable at this time. The Company will continue to review the valuation
allowance on a quarterly basis and make adjustments as appropriate. The
ultimate realization of the deferred tax asset will require aggregate
taxable income of approximately $36 million to $40 million in future years.
- 7 of 12-
<PAGE>
At September 30, 1997, the temporary differences that give rise to
significant portions of the deferred tax assets are as follows (in
thousands):
<TABLE>
<CAPTION>
Current Non-Current
------- ------------
<S> <C> <C>
Tax operating loss & other carryforwards $ 316 10,998
Other net deductible temporary differences 3,559 (1,267)
------ ------
Deferred tax assets 3,875 9,731
Less valuation allowance - 631
------ ------
Net deferred tax asset $3,875 9,100
====== ======
</TABLE>
(7) Commitments and Contingencies
-----------------------------
The Company and its subsidiaries are parties to various leases relating to
plants, warehouses, office facilities, transportation vehicles, and certain
other equipment. Real estate taxes, insurance, and maintenance expenses are
normally obligations of the Company. It is expected that in the normal
course of business, the majority of the leases will be renewed or replaced
by other leases. Leases do not provide for dividend restrictions, debt, or
future leasing arrangements. All leasing arrangements contain normal
leasing terms without unusual purchase options or escalation clauses.
At September 30, 1997, the Company was contingently liable as guarantor for
certain accounts receivable sold with recourse of approximately $3,427,000
through September 2006.
(8) Litigation
----------
As previously disclosed, on November 22, 1995, certain attorneys,
previously engaged by the Company in connection with prior patent
litigation, filed suit against the Company in the Circuit Court of Cook
County, Illinois. On December 20, 1995, the case was removed to the United
States District Court for the Northern District of Illinois, Eastern
Division. The attorneys are seeking to recover approximately $1.4 million
of legal fees and costs alleged to be owing by the Company, together with
prejudgment and postjudgment interest and other costs.
The Company filed counterclaims of negligence and legal malpractice where
the Company sought an unspecified amount of monetary damages, disgorgement
of all legal fees collected, punitive damages, prejudgment interest and
other costs. On September 24, 1996, the Company's counterclaims for
negligence and legal malpractice were dismissed.
There are numerous other claims and pending legal proceedings that
generally involve product liability and employment issues. These cases are,
in the opinion of management, ordinary routine matters incidental to the
normal business conducted by the Company. In the opinion of the Company's
management after consultation with outside legal counsel, the ultimate
disposition of such proceedings, including the case above, will not have a
materially adverse effect on the Company's consolidated financial position
or future results of operations.
- 8 of 12-
<PAGE>
CMI CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
The Company reported revenues of $36,078,000 for the three months ended
September 30, 1997, compared to revenues of $36,636,000 for the three months
ended September 30, 1996. Net earnings were $1,433,000, or 7 cents per share,
for the three months ended September 30, 1997, compared with $2,333,000, or 11
cents per share, for the three months ended September 30,1996.
For the nine months ended September 30, 1997, revenues were $123,896,000, an
increase of 10.7%, compared to $111,887,000 for the nine months ended September
30, 1996. Net earnings were $5,087,000, or 24 cents per share, for the nine
months ended September 30, 1997 compared to $6,212,000, or 29 cents per share,
for the nine months ended September 30, 1996.
Gross margin, as a percentage of revenues, was 28.5% for the three months ended
September 30, 1997, compared to 30.1% for the three months ended September 30,
1996. For the nine months ended September 30, 1997, gross margin, as a
percentage of revenues, was 26.2%, compared to 29.7% for the nine months ended
September 30, 1996. Gross margin for the third quarter of 28.5% was an
improvement over the second quarter of 25.5% and the first quarter of 24.9%.
The Company's changeover to a new manufacturing program continued to impact
performance and the ability to get product out the door as new equipment,
procedures and training policies were fully implemented. Migration from the
'old' culture to the 'new' resulted in some inefficiencies as adequate inventory
levels for 'bread and butter' products were not produced to meet demand.
Marketing and administrative expenses increased $716,000 for the three months
ended September 30, 1997, and increased $1,114,000 for the nine months ended
September 30, 1997. As a percentage of revenues, marketing and administrative
expenses increased to 16.9% for the three months ended September 30, 1997, from
14.6% for the three months ended September 30, 1996. For the nine months ended
September 30, 1997, marketing and administrative expenses, as a percentage of
revenues, decreased to 14.8% from 15.4% for the nine months ended September 30,
1996. The Company's marketing strategy includes customer demonstrations for new
and existing products, continued participation in industry trade shows, and an
increased domestic and international sales force.
Engineering and product development expenses increased $84,000 for the three
months ended September 30, 1997, and increased $166,000 for the nine months
ended September 30, 1997. As a percentage of revenues, engineering and product
development expenses were 4.3% for the three months ended September 30, 1997,
compared to 4.0% for the three months ended September 30, 1996. As a percentage
of revenues, engineering and product development expenses were 3.8% for the nine
months ended September 30, 1997, compared to 4.0% for the nine months ended
September 30, 1996. The Company continues to be committed to product
development and product enhancement.
Interest expense increased to $743,000 for the three months ended September 30,
1997, compared to $730,000 for the three months ended September 30, 1996 and
increased to $2,174,000 for the nine months ended September 30, 1997,
-9 of 12-
<PAGE>
compared to $2,122,000 for the nine months ended September 30, 1996. The
Company's Debt levels and interest rates remained consistent from period to
period.
Interest income increased to $418,000 for the three months ended September 30,
1997, compared to $181,000 for the three months ended September 30, 1996 and
increased to $904,000 for the nine months ended September 30, 1997, compared to
$432,000 for the nine months ended September 30, 1996. The increase in interest
income is primarily due to an increase in cash balances from period to period.
The Company's effective domestic tax rate for the three months and nine months
ended September 30, 1997 and 1996 was approximately 37%. The Company
anticipates no changes in the effective tax rate in future periods. The rate
reflected in the statement of earnings is impacted by the operations of the
Company's foreign subsidiary.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity remained strong during the first nine months of 1997. At
September 30, 1997, working capital was $77,226,000, compared to $75,846,000 at
September 30, 1996. The current ratio at September 30, 1997 was 5.41-to-1
compared to 5.93-to-1 at September 30, 1996. The Company's quick asset ratio
improved to 2.18 at September 30, 1997 from 1.69 at September 30, 1996 the
result of increased cash of $7,773,000 and increased receivables of $4,383,000.
The increase in cash is primarily due to a decrease in inventories of
$7,806,000.
Capital expenditures were budgeted at $5.0 million for 1997 and were to be
financed using internally generated funds and leasing programs. Capital
expenditures for the nine months ended September 30, 1997 totaled $5,149,000, an
increase of $2,683,000 compared to the nine months ended September 30, 1996 and
$149,000 over the original 1997 budget. Capital expenditures are expected to be
approximately $6.0 million for fiscal year 1997.
The Company's $30,000,000 unsecured senior notes mature from September 2000 to
September 2006. The Company's $25,000,000 unsecured revolving line of credit
matures three years from the date of initial borrowing. As of September 30,
1997, the Company had not utilized the unsecured revolving line of credit. Other
long-term debt has a maturity date of September 2010 and is expected to be paid
when due. The debt-to-total-capital percentage was 32.1% at September 30, 1997
compared to 34.5% at September 30, 1996.
During the third quarter of 1997, the Company paid a quarterly cash dividend of
one cent per share on September 2, 1997, to holders of record at the close of
business on August 15, 1997. It is the Board of Directors' present intention to
continue paying quarterly cash dividends.
The Company acquired two companies which manufacture concrete plant equipment.
The acquisition of Ross Company located in Brownwood, TX was finalized on
October 1, 1997 and CS Johnson Corporation located in Champaign, IL was
finalized on October 24, 1997. Additionally on October 2, 1997, the Company
signed a definitive agreement to purchase two product lines from Rexworks, Inc.
This purchase is expected to close in December, 1997, pending Rexworks'
shareholder approval. The Company does not expect much in the way of revenues or
profits in 1997 from these acquisitions. In addition, there will be some
costs in 1998 to relocate the Rexworks' production from
-10 of 12-
<PAGE>
Milwaukee to Oklahoma City; however, overall these acquisitions will contribute
to both revenue and earnings for the full year 1998 dispite the relocation
costs.
The Company is in the enviable position to consider the merits of 'building' or
'buying' growth. The Company is currently doing both. A strong balance sheet
more than supports acquiring technologies and markets to complement existing
ones. The Company will only make acquisitions that are strategically sound -
financially and market-wise. That's what the Company did with the purchase of
Ross Company and CS Johnson Corporation and the anticipated purchase of the two
product lines from Rexworks, Inc. In each case, existing production
capabilities and marketing know-how can take these operations to new levels of
sales and profitability while broadening the scope of the Company's products and
services.
Income Taxes
- ------------
Under the provisions of Statement 109, the benefits of future tax deductions and
credits not utilized by the Company in the past are reflected as an asset to the
extent that the Company assesses that future operations will "more likely than
not" be sufficient to realize such benefits. For the period ending September
30, 1997, the Company has assessed its past earnings history and trends, sales
backlog, budgeted sales, and expiration dates of future tax deductions and
credits. As a result the Company has determined it is "more likely than not"
that the $12,975,000 of deferred tax assets will be realized. Realization of
the deferred tax assets will require aggregate taxable income of approximately
$36 million to $40 million in future years.
Impact of Pending Accounting Pronouncements
- -------------------------------------------
In February 1997, the Financial Accounting Standards Board issued Statement 128,
"Earnings per Share" (Statement 128). Statement 128 establishes standards for
computing and presenting earnings per share. This statement is effective for
financial statements issued for periods ending after December 15, 1997.
Management believes that the adoption of Statement 128 will not have a
significant impact on the financial condition or the results of operations of
the Company.
Forward Looking Statements
- --------------------------
Statements of the Company or management's intentions, beliefs, anticipations,
expectations and similar expressions concerning future events contained in this
report constitute "forward looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. As with any future event, there can
be no assurance that the events described in forward looking statements made in
this report will occur or that the results of future events will not vary
materially from those described in the forward looking statements made in this
report. Important factors that could cause the Company's actual performance and
operating results to differ materially from the forward looking statements
include, but are not limited to, highway funding, adverse weather conditions,
general economic conditions and political changes both domestically and
overseas.
-11 of 12-
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-K are as follows:
Exhibit No.
-----------
11 Statements re Computation Per Share Earnings
27 Financial Data Schedule
(b) The Company did not file any report on a Form 8-K during the fiscal
quarter ended September 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 5, 1997 /s/ Jim D. Holland
-------------------- --------------------------------------
Jim D. Holland
Senior Vice President, Treasurer and
Chief Financial Officer
-12 of 12-
<PAGE>
EXHIBIT (11)
CMI CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------ -----------------
1997 1996 1997 1996
--------- ------- -------- -------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Net earnings per statements of
earnings $ 1,433 2,333 5,087 6,212
Deduct dividends on preferred stock $ - 151 - 272
------- ------ ------ ------
Net earnings applicable to common
stock $ 1,433 2,182 5,087 5,940
======= ====== ====== ======
Weighted average outstanding common
shares 21,328 20,468 21,140 20,413
Add dilutive effect of outstanding
stock options (as determined using
the treasury stock method) 53 204 97 344
------- ------ ------ ------
Weighted average outstanding common
shares and common share equivalents,
as adjusted 21,381 20,672 21,237 20,757
======= ====== ====== ======
Primary earnings per share $.07 .11 .24 .29
======= ====== ====== ======
FULLY DILUTED EARNINGS PER SHARE
Net earnings applicable to common
stock as shown in primary
computation above $ 1,433 2,182 5,087 5,940
------- ------ ------ ------
Weighted average common shares
outstanding 21,328 20,468 21,140 20,413
Add fully dilutive effect of
outstanding stock options (as
determined using the treasury stock
method) 54 204 107 344
------- ------ ------ ------
Weighted average outstanding common
shares and common shares equivalents,
as adjusted 21,382 20,672 21,247 20,757
======= ====== ====== ======
Fully diluted earnings per share $ .07 .11 .24 .29
======= ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 17,240
<SECURITIES> 0
<RECEIVABLES> 20,886
<ALLOWANCES> 0
<INVENTORY> 51,780
<CURRENT-ASSETS> 94,724
<PP&E> 52,054
<DEPRECIATION> 36,475
<TOTAL-ASSETS> 123,801
<CURRENT-LIABILITIES> 17,498
<BONDS> 33,948
0
0
<COMMON> 2,143
<OTHER-SE> 70,212
<TOTAL-LIABILITY-AND-EQUITY> 123,801
<SALES> 123,896
<TOTAL-REVENUES> 123,896
<CGS> 91,480
<TOTAL-COSTS> 114,488
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,174
<INCOME-PRETAX> 8,138
<INCOME-TAX> 3,051
<INCOME-CONTINUING> 5,087
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,087
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.24
</TABLE>
