<PAGE> 1
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, 1996
-------------------
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 1-10177
----------------
WINDMERE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-1028301
- - ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5980 MIAMI LAKES DRIVE, MIAMI LAKES, FLORIDA 33014
-------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(305) 362-2611
----------------------------------------------------
(Registrant's telephone number, including area code)
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 report(s), and (2) has been subject to
such filing requirement 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:
<TABLE>
<CAPTION>
Number of Shares Outstanding
Class on April 23, 1996
----- ----------------------------
<S> <C>
Common Stock, $.10 Par Value 16,357,557
</TABLE>
<PAGE> 2
WINDMERE CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Statements of Earnings for the 3
Three Months Ended March 31, 1996 and 1995
Consolidated Balance Sheets as of March 31, 1996, 4-5
December 31, 1995 and March 31, 1995
Consolidated Statements of Cash Flows for Three Months 6-7
Ended March 31, 1996 and 1995
Notes to Consolidated Financial Statements 8-9
Item 2. Management's Discussion and Analysis of Financial Condition 10-13
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WINDMERE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
---- ----
<S> <C> <C> <C> <C>
Sales $ 40,440 100.0% $ 37,930 100.0%
Cost of Goods Sold 31,837 78.7 28,794 75.9
-------- ----- -------- -----
Gross Profit 8,603 21.3 9,136 24.1
Selling, General and
Administrative Expenses 8,050 20.0 9,021 23.9
-------- ----- -------- -----
Operating Profit 553 1.3 115 .2
Other (Income) Expense
Interest Expense 133 .3 130 .3
Interest and Other Income (475) (1.2) (594) (1.6)
-------- ----- -------- -----
(342) (.9) (464) (1.2)
-------- ----- -------- -----
Earnings Before Equity in Net Loss of Joint Ventures
and Income Taxes 895 2.2 579 1.5
Equity in Net Loss of Joint Ventures (225) (.5) (15)
-------- ----- -------- -----
Earnings Before Income Taxes 670 1.7 564 1.5
Income Taxes
Current (98) (.2) 683 1.8
Deferred 472 1.2 (424) (1.1)
-------- ----- -------- -----
374 1 259 .7
-------- ----- -------- -----
Net Earnings $ 296 .7% $ 305 .8%
======== ===== ======== =====
Earnings Per Common Share and Common Equivalent Share $ .02 $ .02
======== ========
Average Number of Common Shares and Common Equivalent
Shares Outstanding 17,622 17,463
======== ========
Dividends Per Common Share $ .05 $ .05
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
WINDMERE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS 3/31/96 12/31/95 3/31/95
------- -------- -------
<S> <C> <C> <C>
CURRENT ASSETS
Cash & Cash Equivalents $ 11,693 $ 17,768 $ 13,318
Short-Term Investments 2,500
Accounts and Notes Receivable,
less allowances of $1,084,
$1,158 and $1,338, respectively 33,626 36,597 29,707
Receivables from Affiliates 10,968 9,983 9,869
Inventories
Raw Materials 16,295 16,328 22,279
Work-in-process 21,081 21,085 15,793
Finished Goods 41,182 41,600 40,997
--------- --------- ---------
Total Inventories 78,558 79,013 79,069
Prepaid Expenses 2,990 2,184 8,988
Future Income Tax Benefits 1,250 1,643 2,275
--------- --------- ---------
Total Current Assets 139,085 147,188 145,726
INVESTMENTS (Note 2)
PROPERTY, PLANT & EQUIPMENT -
AT COST, less accumulated
depreciation of $41,846,
$40,427 and $36,851, respectively 30,489 30,485 28,644
OTHER ASSETS 11,992 10,339 17,303
--------- --------- ---------
TOTAL ASSETS $ 181,566 $ 188,012 $ 191,673
========= ========= =========
</TABLE>
4
<PAGE> 5
WINDMERE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
CONTINUED
<TABLE>
<CAPTION>
LIABILITIES 3/31/96 12/31/95 3/31/95
------- -------- -------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes and Acceptances Payable $ $ 42 $ 811
Current Maturities of Long-Term
Debt 815 815 815
Accounts Payable 8,849 9,980 6,281
Accrued Expenses 5,806 8,128 7,090
Income Taxes 93 1,439
Deferred Income, current portion 598 598 598
-------- -------- --------
Total Current Liabilities 16,161 19,563 17,034
LONG-TERM DEBT 2,648 2,852 3,463
DEFERRED INCOME, less current
portion 517 667 1,115
STOCKHOLDERS' EQUITY (Note 3)
Special Preferred Stock -
authorized 40,000,000 shares of
$.01 par value; none issued
Common Stock - authorized
40,000,000 shares of $.10 par
value; shares issued and outstanding:
16,429, 16,713 and 16,743, respectively 1,643 1,671 1,674
Paid-in Capital 28,028 30,173 30,566
Retained Earnings 133,326 133,851 138,558
Unrealized Foreign Currency
Translation Adjustment (757) (765) (737)
-------- -------- --------
Total Stockholders' Equity 162,240 164,930 170,061
-------- -------- --------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $181,566 $188,012 $191,673
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
WINDMERE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 296 $ 305
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation of property, plant and
equipment 1,614 1,417
Amortization of intangible assets 136 151
Amortization of deferred income (150) (150)
Net change in allowance for losses
on accounts receivable (127)
Loss on disposition of fixed assets 3
Equity in (earnings) loss of joint venture 225 15
Changes in assets and liabilities
Decrease in accounts and notes
receivable 3,052 9,026
Decrease (increase) in inventories 516 (4,791)
(Increase) in prepaid expenses (493) (967)
Decrease in other assets 83 373
Decrease in accounts payable
and accrued expenses (3,453) (3,731)
Increase (decrease) in notes and
acceptances payable (42) 71
Increase (decrease) in current and
deferred income taxes 486 (1,265)
Increase in other accounts 8 49
--------- --------
Net cash provided by
operating activities 2,154 503
Cash flows from investing activities:
Proceeds from fixed asset sales 10
Additions to property, plant and
equipment - net (1,621) (1,622)
Purchase of assets - Litter Maid(TM) (2,200)
Decrease (increase) in receivables from
affiliates (1,210) 2,561
--------- --------
Net cash provided by (used in)
investing activities $ (5,031) $ 949
</TABLE>
6
<PAGE> 7
WINDMERE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (IN THOUSANDS)
CONTINUED
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
---- ----
<S> <C> <C>
Cash flows from financing activities:
Payments of long-term debt $ (204) $ (204)
Exercise of stock options
and warrants 440 121
Cash dividends paid (821) (836)
Purchases of common stock (2,613) (203)
---------- --------
Net cash used in
financing activities (3,198) (1,122)
---------- --------
Increase (decrease) in cash
and cash equivalents (6,075) 330
Cash and cash equivalents at
beginning of year 17,768 12,988
---------- --------
Cash and cash equivalents at end
of quarter $ 11,693 $ 13,318
========== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 97 $ 120
Income taxes $ 266 $ 1,595
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
WINDMERE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF ACCOUNTING POLICIES
Interim Reporting
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all normal recurring adjustments
necessary to present fairly the Company's financial position as of
March 31, 1996 and 1995, and the results of its operations and changes
in financials position for the interim periods. Results for interim
periods should not be considered indicative of results for a full
year. Reference should be made to the financial statements contained
in the registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
Reclassifications
Certain prior period amounts have been reclassified for comparability.
2. INVESTMENTS
Joint venture investments had negative values of $1 million, $.8
million and $.4 million, at March 31, 1996, December 31, 1995 and
March 31, 1995, respectively. Such deficits have been classified as a
reduction in Receivables from Affiliates.
The following table provides financial data for the Company's
investments in joint ventures which are accounted for on the equity
method:
<TABLE>
<CAPTION>
Three Three
Months Ended Year Ended Months Ended
3/31/96 12/31/95 3/31/95
------- -------- -------
<S> <C> <C> <C>
Sales $11,728 $30,172 $12,093
Gross Profit $ 741 $ 2,346 $ 1,082
======= ======= =======
Net Earnings (Loss) $ (450) $ 785 $ (29)
======= ======= =======
</TABLE>
During the first quarter ended March 31, 1996, the Company loaned $.4
million and provided a standby letter of credit in the amount of $.5
million to one of the joint ventures.
Note: Profits earned by the Company's manufacturing subsidiary on
sales to joint ventures are included in the consolidated earnings
results and are not part of the above table.
3. STOCKHOLDERS' EQUITY
Dividends
The Board of Directors of the Company declared a regular quarterly
cash dividend of $.05 per share to shareholders of record at the close
of business on March 1, 1996, which was paid on March 15, 1996. The
payment of dividends is at the discretion of the Board of Directors of
the Company and will
8
<PAGE> 9
depend upon, among other things, future earnings, capital
requirements, the Company's financial condition and such other factors
as the Board of Directors may consider.
Stock Purchase
The Company has received authorization to purchase up to 1 million
shares of its common stock. During the quarter ended March 31, 1996,
the Company purchased and retired 356,500 shares of its common stock
at a cost of $2.6 million. The Company has purchased a total of
893,500 shares to date, at a cost of $7.5 million.
4. ACQUISITIONS
Salton/Maxim Housewares, Inc. ("Salton")
In February 1996, the Company entered into a stock purchase agreement
(the "agreement") with Salton, whereby it will purchase from Salton,
and Salton will issue to the Company, such number of shares of
Salton's common stock which constitute, following such purchase and
issuance, 50-percent of the issued and outstanding shares of Salton's
common stock. Under the terms of the agreement, the Company will
issue to Salton 748,112 shares of its common stock, a $10,847,620
promissory note, and a cash payment of $3,254,286.
In April 1996, the Company made a $3,254,286 loan to Salton bearing
interest at 8-percent per annum. Principal and any unpaid accrued
interest under this loan are payable to the Company upon closing of
the stock purchase transaction; provided, that such amount may, at the
discretion of the Company, be applied to the purchase price under the
agreement. In the event the agreement is terminated, (i) the entire
principal balance and any unpaid accrued interest will be due and
payable on September 30, 1996, and (ii) Salton will be required to
issue warrants to the Company to purchase up to 75,000 shares of
Salton's common stock at an exercise price of $3.00 per share.
The closing of the transaction, currently anticipated to occur in June
1996, is subject to the approval of the transaction by Salton's
shareholders.
Litter Maid(TM)
In March 1996, the Company purchased, for $2.2 million in cash,
certain assets and marketing rights for the Litter Maid(TM),
computerized, infrared, automatic self-cleaning cat litter box.
NewM-Tech Corporation and affiliates ("NewM-Tech")
In April 1996, the Company acquired a 50-percent interest in the
NewM-Tech group of consumer electronics companies for $10 million.
Payment consisted of $3 million in cash and $7 million in promissory
notes. The promissory notes bear interest at 8% per annum and consist
of a $3 million promissory note maturing in 1998, and two $2 million
promissory notes maturing in 2001, one of which is convertible into
shares of the Company's common stock at a price of $15 per share.
Conversion may occur at any time during the term of the convertible
promissory note, and may be required under certain circumstances.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- - ---------------------
Three Months Ended March 31, 1996 Compared to
- - ---------------------------------------------
Three Months Ended March 31, 1995
---------------------------------
Net sales increased by 6.6% over sales recorded for the same period last year.
Manufacturing sales increased by $1.9 million primarily due to increased
shipments of seasonal products. Wal-Mart Stores, Inc., accounted for 15% and
15.6% of the Company's total sales during the quarters ended March 31, 1996 and
1995, respectively.
<TABLE>
<CAPTION>
COMPARATIVE SALES RESULTS
-------------------------
Three Months Ended
March 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <C> <C> <C>
DISTRIBUTION $ 32,091,900 79.4% $ 31,448,400 82.9%
MANUFACTURING 8,348,500 20.6 6,481,700 17.1
------------ ----- ------------ -----
Total Sales $ 40,440,400 100.0% $ 37,930,100 100.0%
============ ===== ============ =====
</TABLE>
The gross profit percentage for the quarter ended March 31, 1996 was 21.3% as
compared to 24.1% the first quarter of 1995. The Company has not yet benefited
from the stabilization in raw material costs. Current inventories reflect the
higher costs incurred in prior periods, which costs did not impact gross
profits to the same extent during the first quarter of 1995.
Selling, general and administrative expenses decreased by $.5 million in the
first quarter of 1996, and by 3.9% as a percentage of sales. This change
primarily reflects a reduction in advertising costs.
The Company's equity in the net losses of joint ventures was $(225,000) and
$(15,000) in the first three months of 1996 and 1995, respectively. Lower
gross margins in 1996, due to higher raw materials costs, contributed to the
decline in a joint venture's earnings. Also included in 1996 results is a
$90,000 loss incurred by a joint venture in its start-up phase.
The Company's tax expense is based on the earnings of each of its foreign and
domestic operations and it includes such additional U.S. taxes as are
applicable to the repatriation of foreign earnings. Foreign earnings other
than in Canada, are generally taxed at rates lower than in the United States.
The average number of common shares and common equivalent shares used in
computing per share results was higher in the first quarter of 1996 primarily
as a result of the dilutive effect from unexercised stock options and warrants
due to an increase in the quoted market price of the Company's common stock.
Liquidity & Capital Resources
- - -----------------------------
At March 31, 1996, the Company's current ratio and quick ratio were 8.6 to 1
and 2.8 to 1 as compared to 8.7 to 1 and 2.7 to 1 for the first quarter of
1995. Working capital at those dates was $122.9 million and $128.7 million,
respectively.
Cash balances decreased by $6.1 million during the three months ended March 31,
1996. This decrease is the net result of the excess of expenditures for
investing and financing activities over the $2.1 million generated from
operations. Investing expenditures of $5.0 million consisted of the
10
<PAGE> 11
purchase of the Litter Maid assets, additions to property, plant and equipment
and increases in receivables from affiliates. In addition, the Company made
purchases of its common stock totaling $2.6 million during the first quarter of
1996.
Certain of the Company's foreign subsidiaries (the "subsidiaries") have $6.4
million in trade finance lines of credit, payable on demand, which are secured
by the subsidiaries' tangible and intangible property located in Hong Kong and
in the People's Republic of China, as well as a Company guarantee. At March
31, 1996, the subsidiaries were utilizing, including letters of credit,
approximately $1.4 million of these credit lines. These subsidiaries also have
available a $5.0 million revolving line of credit which is supported by a
domestic standby letter of credit, none of which was used as of March 31, 1996.
The Company has a $20.0 million line of credit from a domestic bank, secured
by domestic accounts receivable, which is scheduled for renewal in July, 1996.
At March 31, 1996, there were no outstanding borrowings under this credit line.
Salton/Maxim Housewares, Inc. ("Salton")
In February 1996, the Company entered into a stock purchase agreement (the
"agreement") with Salton, whereby it will purchase from Salton, and Salton will
issue to the Company, such number of shares of Salton's common stock which
constitute, following such purchase and issuance, 50-percent of the issued and
outstanding shares of Salton's common stock. Under the terms of the agreement,
the Company will issue to Salton 748,112 shares of its common stock, a
$10,847,620 note, and a cash payment of $3,254,286.
In April 1996, the Company made a $3,254,286 loan to Salton, bearing interest
at 8 percent per annum. Principal and any unpaid accrued interest under this
loan are payable to the Company upon closing of the stock purchase transaction;
provided, that such amount may, at the discretion of the Company, be applied to
the purchase price under the agreement. In the event the agreement is
terminated, (i) the entire principal balance and any unpaid accrued interest
will be due and payable on September 30, 1996, and (ii) Salton will be required
to issue warrants to the Company to purchase up to 75,000 shares of Salton's
common stock at an exercise price of $3.00 per share.
The closing of the transaction, currently anticipated to occur in June 1996, is
subject to the approval of the transaction by Salton's shareholders.
Litter Maid(TM)
In March 1996, the Company purchased, for $2.2 million in cash, certain assets
and marketing rights for the Litter Maid(TM), computerized, infrared,
automatic self-cleaning cat litter box.
NewM-Tech Corporation and affiliates ("NewM-Tech")
In April 1996, the Company acquired a 50-percent interest in the NewM-Tech
group of consumer electronics companies for $10 million. Payment consisted of
$3 million in cash and $7 million in promissory notes. The promissory notes
bear interest at 8% per annum and consist of a $3 million promissory note
maturing in 1998, and two $2 million promissory notes maturing in 2001, one of
which is convertible into shares of the Company's common stock at a price of
$15 per share. Conversion may occur at any time during the term of the
convertible promissory note and may be required under certain circumstances.
11
<PAGE> 12
No provisions for U.S. taxes has been made on undistributed earnings of the
Company's foreign subsidiaries and joint ventures because management plans to
reinvest such earnings in their respective operations or in other foreign
operations. Repatriating those earnings or using them in some other manner
which would give rise to a U.S. tax liability would reduce after tax earnings
and available working capital.
The Company believes that its cash on hand and internally generated funds,
together with its credit lines, will provide sufficient funding to meet the
Company's capital requirements and its operating needs for the foreseeable
future.
Legal Proceedings
In April 1994, Kabushiki Kaisha Izumi Seiki Seisakusho, a Japanese corporation
("Izumi"), filed an action against the Company, David M. Friedson, the
President and Chief Executive Officer of the Company, U.S. Philips Corporation,
North American Philips Corporation and N.V. Philips Gloellampenfabrieken
(together, "Philips"). This action concerns the 1992 settlement (the "Philips
Settlement") of certain claims, primarily a Federal antitrust claim, made by
the Company against Philips, which resulted in an $89,644,257 judgment in favor
of the Company. Pursuant to the Philips Settlement, Philips paid the Company
$57,000,000 in May 1992. As part of the Philips Settlement, the Company and
Philips agreed that the Company's money judgment against Philips in connection
with such antitrust litigation would be vacated. Izumi is claiming, among
other things, that the Philips Settlement, including the agreement with Philips
to cooperate to vacate the related judgment in favor of the Company,
constitutes a breach by the Company of a customary indemnification agreement
between Izumi (as seller of goods) and the Company (as buyer of goods) dated
February 20, 1984. This indemnification agreement covered certain claims
against the Company and was entered into more than eight months prior to the
commencement of the Philips litigation in connection with the routine purchase
by the Company of goods from Izumi. Izumi advanced certain legal fees and
costs to the Company in connection with the Philips litigation. Izumi is
further claiming that it is entitled to recover from the Company an unspecified
portion of the Philips Settlement, punitive damages and reimbursement of
litigation and other related costs and expenses. The Company disagrees with
Izumi's position and believes that it has meritorious defenses and
counterclaims to these claims by Izumi. The Company has filed a pre-answer
motion to dismiss Izumi's complaint in full, the final decision on which is
pending. The Company intends to defend this action fully and vigorously.
The Company is subject to other legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability, if any, in excess of applicable insurance coverage, is not
likely to have a material effect on the financial position of the Company.
Manufacturing Operations
Substantially all of the Company's products (85% - 90%) are manufactured by
Durable, its wholly-owned Hong Kong subsidiary, in Bao An County, Guandong
Province of the People's Republic of China (PRC), which is approximately 60
miles northwest of central Hong Kong. The Company has a significant amount of
its assets in the People's Republic, primarily consisting of inventory,
equipment and molds. The supply and cost of products manufactured in the PRC
can be adversely affected, among other reasons, by changes in foreign currency
exchange rates, increased import duties, imposition of tariffs, imposition of
import quotas, interruptions in sea or air transportation and political or
economic changes.
12
<PAGE> 13
Presently products imported into the U.S. from the PRC are subject to favorable
duty rates based on the "Most Favored Nation" status of the PRC ("MFN Status").
MFN Status is reviewed on an annual basis by the President and Congress and is
up for renewal on July 3, 1996.
If MFN status for goods produced in the People's Republic were removed, there
would be a substantial increase in tariffs imposed on goods of Chinese origin
entering the United States, including those manufactured by the Company, which
could have a material adverse impact on the Company's revenues and earnings.
From time to time, the Company explores opportunities to diversify its sourcing
and/or production of certain products to other low-cost locations or with other
third parties or joint venture partners in order to reduce its dependence on
production in the People's Republic and/or reduce Durable's dependence on the
Company's existing distribution base. However, at the present time, the
Company intends to continue its production in the People's Republic.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
See "Legal Proceedings" in Part I, Item 2 of this report.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule(for SEC use only).
(b) There were no reports on Form 8-K filed for the three months ended
March 31, 1996.
14
<PAGE> 15
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.
WINDMERE CORPORATION
--------------------
(Registrant)
May 15, 1996 By: /s/ Harry D. Schulman
------------------------------
Harry D. Schulman
Executive Vice President -
Finance and Administration and
Chief Financial Officer
(Duly authorized to sign on
behalf of the Registrant)
May 15, 1996 By: /s/ Burton A. Honig
------------------------------
Burton A. Honig
Vice President - Finance
(Duly authorized to sign on
behalf of the Registrant)
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 11,693
<SECURITIES> 0
<RECEIVABLES> 34,710
<ALLOWANCES> 1,084
<INVENTORY> 78,558
<CURRENT-ASSETS> 139,085
<PP&E> 72,335
<DEPRECIATION> 41,846
<TOTAL-ASSETS> 181,566
<CURRENT-LIABILITIES> 16,161
<BONDS> 2,648
0
0
<COMMON> 1,643
<OTHER-SE> 160,597
<TOTAL-LIABILITY-AND-EQUITY> 181,566
<SALES> 40,440
<TOTAL-REVENUES> 40,440
<CGS> 31,837
<TOTAL-COSTS> 31,837
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 133
<INCOME-PRETAX> 670
<INCOME-TAX> 374
<INCOME-CONTINUING> 296
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 296
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
