<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 the quarterly period ended June 30, 1998 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 and
Voting Common Stock Par Value $.10 21,512,005
- ---------------------------------------------- --------------------------------
(Title of each class) (Outstanding at August 10, 1998)
-1 of 13-
<PAGE>
CMI CORPORATION
Index
Page
----
PART I. Financial Information
Condensed Consolidated Balance Sheets -
June 30, 1998 and December 31, 1997 and
June 30, 1997 3
Condensed Consolidated Statements of Operations -
Three Months and Six Months Ended June 30, 1998
and 1997 4
Condensed Consolidated Statements of Changes in Common
Stock and Other Capital -
Six Months Ended June 30, 1998 and the Years Ended
December 31, 1997 and December 31, 1996 5
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and 1997 6
Notes to Condensed Consolidated Financial
Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of 13
Security Holders
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
-2 of 13-
<PAGE>
PART I - FINANCIAL INFORMATION
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30 December 31 June 30
1998 1997 1997
(Unaudited) * (Unaudited)
----------- ---------- -----------
<S> <C> <C> <C>
Current assets:
Cash & cash equivalents $ 9,182 7,131 16,465
Receivables, net 35,299 26,917 22,631
Inventories
Finished equipment 23,124 28,618 20,352
Work-in-process 20,644 14,910 10,533
Raw materials & parts 35,647 25,143 21,495
-------- ------- -------
Total inventories 79,415 68,671 52,380
Other current assets 928 579 884
Deferred tax asset 3,221 5,300 4,565
-------- ------- -------
Total current assets 128,045 108,598 96,925
Property, plant & equipment 60,334 56,739 49,428
Less accumulated depreciation 38,346 37,288 35,905
-------- ------- -------
Net property, plant & equipment 21,988 19,451 13,523
Long-term receivables 380 2,509 2,586
Other assets, principally goodwill 7,975 6,970 1,303
Deferred tax assets 6,900 6,900 9,100
-------- ------- -------
$165,288 144,428 123,437
======== ======= =======
Current liabilities:
Current maturities of long-term debt $ 209 259 170
Accounts payable 17,809 14,655 10,051
Accrued liabilities 12,156 9,647 9,182
-------- ------- -------
Total current liabilities 30,174 24,561 19,403
Long-term debt 61,203 49,274 34,000
Common shares & other capital:
Class A common stock & common
stock 2,151 2,151 2,108
Other capital 71,760 68,442 67,926
-------- ------- -------
Total common shares & other capital 73,911 70,593 70,034
-------- ------- -------
$165,288 144,428 123,437
======== ======= =======
</TABLE>
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
-3 of 13-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(dollars and shares in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
-------------------- --------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net revenues $65,892 46,105 109,914 87,818
------- ------ ------- ------
Costs and expenses:
Cost of goods sold 48,121 34,365 82,404 65,679
Marketing and
administrative 7,686 6,080 14,810 12,232
Engineering and
product development 1,910 1,709 3,706 3,143
Product line relocation
costs 411 - 1,351 -
------- ------ ------- ------
58,128 42,154 102,271 81,054
Operating earnings 7,764 3,951 7,643 6,764
Other expense (income):
Interest expense 1,196 718 2,286 1,431
Interest income (285) (323) (487) (486)
Other, net (61) (3) (77) -
------- ------ ------- ------
Earnings before income taxes 6,914 3,559 5,921 5,819
Income tax expense 2,546 1,329 2,220 2,165
------- ------ ------- ------
Net earnings $ 4,368 2,230 3,701 3,654
======= ====== ======= ======
Share data:
Net earnings applicable
to common shares $ 4,368 2,230 3,701 3,654
Weighted average outstanding
common shares:
Basic 21,505 21,078 21,503 21,045
Diluted 21,680 21,172 21,626 21,163
Net earnings per average
outstanding share:
Basic $ .20 .11 .17 .17
======= ====== ======= ======
Diluted $ .20 .11 .17 .17
======= ====== ======= ======
Dividends per common share $ .01 .01 .02 .02
======= ====== ======= ======
</TABLE>
See notes to condensed consolidated financial statements.
-4 of 13-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK
AND OTHER CAPITAL
(dollars in thousands)
<TABLE>
<CAPTION>
===================================================================================================
COMMON STOCK CLASS A COMMON STOCK ADDITIONAL
--------------- --------------------- PAID-IN TREASURY RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK EARNINGS
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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 - - - - - - 3,165
Purchase of treasury
stock - - - - - (32) -
Dividends paid,
common stock - - - - - - (851)
Common stock issued - - 75,000 8 367 - -
Exercise of stock
warrants - - 600,000 60 2,190 - -
Exercise of stock
options - - 364,000 36 1,147 - -
------ ------ ----------- ------- ---------- -------- --------
Balance December 31,
1997 621 - 21,506,383 2,151 49,816 (32) 18,658
(The information which
follows is unaudited)
Net earnings - - - - - - 3,701
Retired voting common
stock (19) - - - - - -
Retired treasury stock - - (6,340) - (32) 32 -
Exercise of stock
options - - 11,360 - 47 - -
Dividends paid,
common stock - - - - - - (430)
------ ------ ----------- ------- ---------- -------- --------
Balance June 30, 1998
(Unaudited) 602 $ - 21,511,403 $2,151 $49,831 $ - $21,929
====== ====== =========== ======= ========== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
-5 of 13-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
Six Months Ended
June 30
-----------------
1998 1997
---- ----
OPERATING ACTIVITIES
Net earnings $ 3,701 3,654
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation 1,194 1,230
Amortization 149 23
Loss (gain) on sale of assets (77) -
Change in assets and liabilities:
Receivables (8,382) (4,774)
Inventories (10,744) 6,317
Other, current assets (349) (697)
Accounts payable 3,154 3,642
Accrued liabilities 2,509 999
Deferred tax asset 2,079 2,135
Long-term receivables 2,129 (2,234)
Other non-current assets, net of amortization
of goodwill (1,156) (271)
-------- ------
Net cash and cash equivalents provided by (used in)
operating activities (5,793) 10,024
-------- ------
INVESTING ACTIVITIES
Proceeds from sale of assets 288 104
Capital expenditures (3,940) (2,512)
-------- ------
Net cash and cash equivalents used in investing
activities (3,652) (2,408)
-------- ------
FINANCING ACTIVITIES
Payments on long-term debt (121) (189)
Net borrowings on revolving credit note 12,000 -
Proceeds from stock options exercised 47 49
Proceeds from stock warrants exercised - 2,250
Payment of common stock dividends (430) (421)
-------- ------
Net cash and cash equivalents provided by
financing activities 11,496 1,689
-------- ------
Increase in cash and cash equivalents 2,051 9,305
Cash and cash equivalents at beginning of period 7,131 7,160
-------- ------
Cash and cash equivalents at end of period $ 9,182 16,465
======== ======
See notes to condensed consolidated financial statements.
-6 of 13-
<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 June 30, 1998 and 1997 and for the interim periods ended
June 30, 1998 and 1997 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 the results for the interim periods.
(2) The results of operations for the six months ended June 30, 1998 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) Certain reclassifications have been made to the prior interim periods to
conform to the 1998 presentations.
(4) There have been no material changes in related party transactions since the
annual report filed for the preceding fiscal year.
(5) 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 June 30, 1998, the Company was contingently liable as guarantor for
certain accounts receivable sold with recourse of approximately $2,650,000
through September 2006.
The accompanying June 30, 1998 and December 31, 1997 condensed consolidated
balance sheet reflect the preliminary allocation of the purchase price for
substantially all of the assets of Rexworks', Inc. TRASHMASTER Landfill
Compactor product line and three hard material grinding machine product
lines as consummated by the Company on December 17, 1997. The purchase price
allocation has not been finalized due to certain pre-acquisition
contingencies identified by the Company relating to impairment of assets and
contingent liabilities. Accordingly, goodwill associated with the
acquisition may increase during the remainder of 1998.
-7 of 13-
<PAGE>
(6) In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share." SFAS No. 128 revised the previous calculation
methods and presentations of earnings per share. The statement requires
that all prior-period earnings per share data be restated. The Company
adopted SFAS No. 128 in the fourth quarter of 1997 as required by the
statement. The effect of adopting SFAS No. 128 did not result in a change
to the Company's 1997 second quarter or year-to-date earnings per share
data, as previously reported, except the previously reported amounts for
earnings per share were presented using basic earnings per share and diluted
earnings per share.
Under the provisions of SFAS No. 128, basic earnings per share is computed
by dividing net earnings (loss) applicable to common stock by the weighted
average number of common shares outstanding for the period. Diluted earnings
per share reflects the potential dilution that could occur if the Company's
outstanding stock options were exercised (calculated using the treasury
stock method).
The following table reconciles the net earnings applicable to common shares
and weighted average common shares outstanding used in the calculation of
basic and diluted earnings per common share (dollars and shares in
thousands, except per share data):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings applicable to
common shares, basic and diluted $ 4,368 2,230 3,701 3,654
======= ====== ====== ======
Weighted average number of outstanding
common shares - basic 21,505 21,078 21,503 21,045
Dilutive effect of potential common
shares issuable upon exercise of
employee stock options and stock
purchase warrants 175 94 123 118
------- ------ ------ ------
Weighted average number of outstanding
common shares - diluted 21,680 21,172 21,626 21,163
======= ====== ====== ======
Earnings per share:
Basic $ .20 .11 .17 .17
======= ====== ====== ======
Diluted $ .20 .11 .17 .17
======= ====== ====== ======
</TABLE>
(7) 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 post
judgment interest and other costs.
-8 of 13-
<PAGE>
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,
liquidity or future results of operations.
(8) Comprehensive Income
--------------------
The Company adopted the provisions of SFAS No. 130, "Reporting Comprehensive
Income," on January 1, 1998. SFAS No. 130 establishes standards for
reporting and display of "Comprehensive Income" and its components in a set
of financial statements. It requires that all items that are required to be
recognized under accounting standards as components of comprehensive income
be reported in a financial statement that is displayed with the same
prominence as other financial statements. Through June 30, 1998, the Company
does not have any items included in comprehensive income that are not
already included in the Company's statements of operations.
-9 of 13-
<PAGE>
CMI CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
During the fourth quarter of 1997 the Company acquired all the outstanding stock
of Brownwood Ross Company, a concrete plant manufacturing company; certain
assets of CS Johnson Corporation, a concrete plant manufacturing company; and
certain assets related to the landfill and embankment compactor and material
reduction grinder product lines from Rexworks, Inc. The results of operation for
the three months and six months ended June 30, 1998 include these operations.
Revenues increased 43 percent to $65,892,000 for the three months ended June 30,
1998, compared to $46,105,000 for the three months ended June 30, 1997.
Approximately 70 percent of the increased revenues were from the newly acquired
operations. Net earnings increased to $4,368,000, or 20 cents per share, for the
three months ended June 30, 1998, compared to $2,230,000, or 11 cents per share,
for the comparable three months ended June 30, 1997.
Revenues increased 25 percent to $109,914,000 for the six months ended June 30,
1998, compared to $87,818,000 for the six months ended June 30, 1997. Net
earnings were $3,701,000, or 17 cents per share, for the six months ended June
30, 1998, compared to $3,654,000, or 17 cents per share, for the six months
ended June 30, 1997.
Gross margin, as a percentage of net revenues, was 27.0 percent for the three
months ended June 30, 1998, compared to 25.5 percent for the three months ended
June 30, 1997. Gross margin, as a percentage of net revenues, was 25.0 percent
for the six months ended June 30, 1998, compared to 25.2 percent for the six
months ended June 30, 1997.
The Company's gross margins for the six months ended June 30, 1998 were impacted
by the shortfall of automated road machines shipped during the first three
months of 1998, which have higher margins than the Company's other core
products. Additionally, manufacturing disruptions and reduced efficiencies
caused by the accelerated move of the acquired embankment compactor and material
reduction grinder product lines from Milwaukee to Oklahoma City impacted
shipments during the first six months of 1998.
The Company's factory modernization plan at Oklahoma City that has been
discussed in previous quarters continues to progress. Several of the long lead-
time capital improvements are now beginning to be placed in service, which
should help continue to lower manufacturing costs during the last half of 1998.
Marketing and administrative expenses increased $1,606,000 for the comparable
three months ended June 30, 1998, and increased $2,578,000 for the comparable
six months ended June 30, 1998. As a percentage of net revenues marketing and
administrative expenses were 11.7 percent for the three months ended June 30,
1998, compared to 13.2 percent for the three months ended June 30, 1997, and
were 13.5 percent for the six months ended June 30, 1998, compared to 13.9
percent for the six months ended June 30, 1997.
Engineering and product development expenses increased $201,000 for the
comparable three months ended June 30, 1998, and increased $563,000 for the
comparable six months ended June 30, 1998. As a percentage of net revenues
engineering and product development expenses were 2.9 percent for the three
months ended June 30, 1998, compared to 3.7 percent for the three months ended
June 30, 1997, and were 3.4 percent for the six months ended June 30, 1998,
compared to 3.6 percent for the six months ended June 30, 1997.
-10 of 13-
<PAGE>
Product line relocation costs for the three months and six months ended June 30,
1998 were $411,000 and $1,351,000, respectively. These costs were incurred by
the Company to move the embankment compactor and material reduction grinder
product lines from Milwaukee to Oklahoma City. The Company does not anticipate
future quarters being impacted by these relocation costs.
Interest expense increased to $1,196,000 for the three months ended June 30,
1998, compared to $718,000 for the three months ended June 30, 1997 and
increased to $2,286,000 for the six months ended June 30, 1998, compared to
$1,431,000 for the six months ended June 30, 1997. The increase in interest
expense is due to additional borrowings on the Company's revolving line of
credit primarily for the acquisitions completed during the fourth quarter of
1997 and increased working capital requirements for the six months ended June
30, 1998.
Interest income was $285,000 for the three months ended June 30, 1998, compared
to $323,000 for the three months ended June 30, 1997 and was $487,000 for the
six months ended June 30, 1998, compared to $486,000 for the six months ended
June 30, 1997.
The Company's effective tax rate for the three months and six months ended June
30, 1998 and 1997 was approximately 37 percent. The Company's quarterly tax
rates are estimates of its expected annual effective federal and state income
tax rates. The combined effective income tax rate for 1997 was approximately 37
percent and the Company expects a comparable annual effective rate in 1998.
Liquidity and Capital Resources
- -------------------------------
Working capital at June 30, 1998 was $97,871,000 compared to $77,522,000 at June
30, 1997, an increase of $20,349,000. The increase in working capital is due to
an increase in inventories of $27,035,000 and an increase in receivables of
$12,668,000; offset by, a decrease in cash of $7,283,000, an increase in
accounts payable of $7,758,000 and an increase in accrued liabilities of
$2,974,000. The increase in inventories, primarily work-in-process and raw
materials and purchased parts, from December 31, 1997 is largely the result of
increased production, sales backlog, and 1997 fourth quarter acquisitions. The
current ratio at June 30, 1998 was 4.2-to-1 compared to 5.0-1 at June 30, 1997.
Cash used in operating activities for the six months ended June 30, 1998 was
$5,793,000 compared to cash provided by operating activities of $10,024,000 for
the six months ended June 30, 1997. The significant change in cash from
operating activities is primarily due to increased inventories and receivables.
Financing activities for the six months ended June 30, 1998 provided an
additional $11,496,000, which included $12,000,000 of borrowings from the
Company's revolving line of credit which was primarily the result of an increase
in inventories.
Capital expenditures are budgeted at $11,000,000 for 1998 and are being
financed using internally generated funds and leasing programs. These capital
expenditures are being used to improve the Company's manufacturing and product
support efficiencies. Capital expenditures for the six months ended June 30,
1998 were $3,940,000 compared to $2,512,000 for the comparable six months ended
June 30, 1997. Additionally, the Company anticipates approximately $4,000,000
of capital expenditures to be placed in service during the third quarter of
1998.
-11 of 13-
<PAGE>
The Company's $30,000,000 unsecured senior notes mature from September 2000 to
September 2006. The Company's $40,000,000 unsecured revolving line of credit
matures September 2000. As of June 30, 1998, the Company had utilized
$27,000,000 of the unsecured revolving line of credit. Other long-term debts
have maturity dates through September 2010 and are expected to be paid or
refinanced when due. As of June 30, 1998 the Company was in compliance with all
debt covenants.
During the second quarter of 1998 the Company continued to pay a quarterly cash
dividend of one cent per share on June 1, 1998, to holders of record at the
close of business on May 21, 1998. It is the Board of Directors intention to
continue paying quarterly cash dividends.
Income Taxes
- ------------
The benefits of future tax deductions and credits not utilized by the Company in
the past are reflected as an asset to the extent the Company assesses that
future operations will "more likely than not" be sufficient to realize such
benefits. For the period ending June 30, 1998, 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 $10,121,000 of the benefits of
future tax deductions and credits will be utilized. The ultimate realization of
the deferred tax assets will require aggregate taxable income of approximately
$29 million to $34 million in future years.
Impact of Year 2000 Issue
- -------------------------
An issue exists for all companies that rely on computers as the Year 2000
approaches. The "Year 2000" problem is the result of past practices in the
computer industry of using two digits rather than four to identify the
applicable year. This practice will result in incorrect results when computers
perform arithmetic operations, comparisons or data field sorting involving years
later than 1999. In connection with the plant re-engineering program the
Company is currently implementing a new manufacturing and financial reporting
system which is Year 2000 compliant.
The Company anticipates that it will be able to test its entire system using its
internal programming staff and outside computer consultants and intends to make
any necessary modifications to prevent disruption to its operations. Future
costs in connection with any such modifications and completion of implementation
are not expected to be material.
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.
-12 of 13-
<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.
On May 14, 1998, the annual meeting of shareholders of the Company was held at
the Company's corporate offices in Oklahoma City, Oklahoma. The items of
business considered at the annual meeting were as follows:
1. The election of Larry D. Hartzog, Ronald A. Kahn, and Thomas P. Stafford to
serve as directors of the Company for a term of three years.
At the annual meeting, 19,514,393 votes were cast by the shareholders FOR the
election of Mr. Hartzog and 96,757 votes were WITHHELD; 19,436,547 votes were
cast by the shareholders FOR the election of Mr. Kahn and 174,603 votes were
WITHHELD; 19,512,848 votes were cast by the shareholders FOR the election of
Mr. Stafford and 98,302 votes were WITHHELD.
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.
-----------
27 Financial Data Schedule
(b) The Company did not file any report on a Form 8-K during the fiscal quarter
ended June 30, 1998.
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: August 10, 1998 /s/Jim D. Holland
--------------------- -----------------------------------
Jim D. Holland
Sr. Vice President, Treasurer and
Chief Financial Officer
-13 of 13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 9,182
<SECURITIES> 0
<RECEIVABLES> 35,299
<ALLOWANCES> 0
<INVENTORY> 79,415
<CURRENT-ASSETS> 128,045
<PP&E> 60,334
<DEPRECIATION> 38,346
<TOTAL-ASSETS> 165,288
<CURRENT-LIABILITIES> 30,174
<BONDS> 61,203
0
0
<COMMON> 2,151
<OTHER-SE> 71,760
<TOTAL-LIABILITY-AND-EQUITY> 165,288
<SALES> 109,914
<TOTAL-REVENUES> 109,914
<CGS> 82,404
<TOTAL-COSTS> 102,271
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,286
<INCOME-PRETAX> 5,921
<INCOME-TAX> 2,220
<INCOME-CONTINUING> 3,701
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,701
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,465
<SECURITIES> 0
<RECEIVABLES> 22,631
<ALLOWANCES> 0
<INVENTORY> 52,380
<CURRENT-ASSETS> 96,925
<PP&E> 49,428
<DEPRECIATION> 35,905
<TOTAL-ASSETS> 123,437
<CURRENT-LIABILITIES> 19,403
<BONDS> 34,000
0
0
<COMMON> 2,108
<OTHER-SE> 67,926
<TOTAL-LIABILITY-AND-EQUITY> 123,437
<SALES> 87,818
<TOTAL-REVENUES> 87,818
<CGS> 85,679
<TOTAL-COSTS> 81,054
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,431
<INCOME-PRETAX> 5,819
<INCOME-TAX> 2,165
<INCOME-CONTINUING> 3,654
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,654
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
