UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY EXCHANGE REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 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 1-8120
BAIRNCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3057520
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2251 Lucien Way, Suite 300, Maitland, FL 32751
(Address of principal executive offices) (Zip Code)
(407) 875-2222
(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 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
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes No
(APPLICABLE ONLY TO CORPORATE ISSUERS)
Indicate the number of shares outstanding of each issuer's classes of common
stock, as of the latest practicable date.
9,258,734 shares of Common Stock Outstanding as of April 25, 1997.
"Safe Harbor" Statement under the Private Securities Reform Act of 1995
Certain of the statements contained in this Quarterly Report (other than the
financial statements and statements of historical fact), including, without
limitation, statements as to management expectations and beliefs presented
under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations", are forward-looking statements.
Forward-looking statements are made based upon management's expectations and
belief concerning future developments and their potential effect upon the
Corporation. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on the Corporation will be those anticipated by management.
The Corporation wishes to caution readers that the assumptions which form the
basis for forward-looking statements with respect to or that may impact
earnings for the year ended December 31, 1997 and thereafter include many
factors that are beyond the Corporation's ability to control or estimate
precisely. These risks and uncertainties include, but are not limited to,
the market demand and acceptance of the Corporation's existing and new
products, the impact of competitive products, changes in the market for raw
or packaging materials, which could impact the Corporation's manufacturing
costs, changes in product mix, changes in the pricing of the products of the
Corporation or its competitors, the loss of a significant customer or
supplier, production delays or inefficiencies, the costs and other effects
of complying with environmental regulatory requirements, the costs and other
effects of legal and administrative cases and proceedings, settlements and
investigations, and changes in US or international economic or political
conditions, such as inflation or fluctuations in interest or foreign exchange
rates.
While the Corporation periodically reassesses material trends and
uncertainties affecting the Corporation's results of operations and financial
condition in connection with its preparation of Management's Discussion and
Analysis contained in its quarterly reports, the Corporation does not intend
to review or revise any particular forward-looking statement referenced herein
in light of future events.
PART I - FINANCIAL INFORMATION
Item 1: FINANCIAL STATEMENTS
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE QUARTERS ENDED MARCH 29, 1997 AND MARCH 30, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
Net sales $ 37,445,000 $ 38,094,000
Cost of sales 24,465,000 24,656,000
Gross profit 12,980,000 13,438,000
Selling and administrative expenses 9,116,000 9,621,000
Operating profit 3,864,000 3,817,000
Interest expense, net 415,000 415,000
Income before income taxes 3,449,000 3,402,000
Provision for income taxes 1,276,000 1,293,000
Net Income $ 2,173,000 $ 2,109,000
Primary and fully diluted earnings
per share of common stock (Note 2) $ 0.23 $ 0.21
Dividends per share of common stock $ 0.05 $ 0.05
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF MARCH 29, 1997 AND DECEMBER 31, 1996
<CAPTION>
(Unaudited)
1997 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 618,000 $ 855,000
Accounts receivable, less allowances of
$892,000 and $822,000, respectively 24,233,000 21,476,000
Inventories (Note 3) 24,974,000 23,499,000
Deferred income taxes 2,922,000 2,922,000
Other current assets 2,394,000 3,748,000
Total current assets 55,141,000 52,500,000
Plant and equipment, at cost 84,946,000 84,531,000
Less - Accumulated depreciation and
amortization (47,203,000) (46,255,000)
Plant and equipment, net 37,743,000 38,276,000
Cost in excess of net assets of purchased
businesses 7,792,000 7,922,000
Other assets 3,867,000 3,902,000
$104,543,000 $102,600,000
LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt $ 4,927,000 $ 3,337,000
Current maturities of long-term debt 81,000 125,000
Accounts payable 9,369,000 7,383,000
Accrued expenses (Note 4) 10,321,000 11,314,000
Total current liabilities 24,698,000 22,159,000
Long-term debt 23,529,000 24,717,000
Deferred income taxes 3,104,000 3,114,000
Other liabilities 3,119,000 3,146,000
Stockholders' Investment:
Preferred stock, par value $.01, 5,000,000
shares authorized, none issued -- --
Common stock, par value $.01, 30,000,000
shares authorized, 11,155,499 shares
issued 112,000 112,000
Paid-in capital 49,004,000 49,004,000
Retained earnings 17,556,000 15,858,000
Currency translation adjustment 1,814,000 2,282,000
Treasury stock, at cost, 1,823,765 and
1,741,965 shares, respectively (18,393,000) (17,792,000)
Total stockholders' investment 50,093,000 49,464,000
$104,543,000 $102,600,000
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 29, 1997 AND MARCH 30, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 2,173,000 $ 2,109,000
Adjustment to reconcile to net cash
provided by operating activities:
Depreciation and amortization 1,672,000 1,701,000
Loss (gain) on disposal of plant and
equipment 2,000 (2,000)
Deferred income taxes (10,000) (1,000)
Change in operating assets and
liabilities:
(Increase) in accounts receivable (2,757,000) (2,276,000)
(Increase) in inventories (1,475,000) (330,000)
Decrease (increase) in other current
assets 1,354,000 (234,000)
Increase (decrease) in accounts
payable 1,986,000 (286,000)
(Decrease) increase in accrued
expenses (993,000) 686,000
Other 7,000 259,000
Net cash provided by operating activities 1,959,000 1,626,000
Cash Flows from Investing Activities:
Capital Expenditures (1,589,000) (2,847,000)
Proceeds from collection on notes
receivable 307,000 82,000
Proceeds from sales of plant and
equipment -- 19,000
Net cash (used in) investing activities (1,282,000) (2,746,000)
Cash Flows from Financing Activities:
Net borrowings of external debt 483,000 3,892,000
Payment of dividends (471,000) (487,000)
Purchase of treasury stock (601,000) (2,454,000)
Exercise of stock options -- 302,000
Net cash (used in) provided by financing
activities (589,000) 1,253,000
Effect of foreign currency exchange
rate changes on cash and cash
equivalents (325,000) 301,000
Net (decrease) increase in cash and
cash equivalents (237,000) 434,000
Cash and cash equivalents,
beginning of period 855,000 608,000
Cash and cash equivalents,
end of period $ 618,000 $ 1,042,000
The accompanying notes are an integral part of these financial statements.
</TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 29, 1997
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated condensed financial statements include the
accounts of Bairnco Corporation and its subsidiaries ("Bairnco" or the
"Corporation") after the elimination of all material intercompany accounts
and transactions.
The unaudited condensed financial statements included herein have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures which are normally
included in annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
those rules and regulations, although the Corporation believes that the
disclosures made are adequate to make the information presented not
misleading.
The consolidated results of operations for the quarter ended March 29, 1997,
are not necessarily indicative of the results of operations for the full year.
(2) Earnings per Common Share
Earnings per common share are based on the weighted average number of shares
outstanding, adjusted for the dilutive effect of stock options, which is the
same on both a primary and fully-diluted basis.
First Quarter
1997 1996
Primary 9,535,000 10,069,000
Fully Diluted 9,535,000 10,069,000
Statements regarding the computation of earnings per share for the quarters
ended March 29, 1997 and March 30, 1996 are included as Exhibit 11 to this
Quarterly Report on Form 10-Q.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128").
SFAS 128 establishes new standards for computing and presenting earnings per
share ("EPS"). Specifically, SFAS 128 replaces the presentation of primary
EPS with a presentation of basic EPS, requires dual presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. SFAS 128 is effective for financial statements
issued for periods ending after December 15, 1997; earlier application is not
permitted. EPS for the quarters ended March 29, 1997 and March 30, 1996
computed under SFAS 128 would not be different than that previously computed.
(3) Inventories
Inventories consisted of the following as of March 29, 1997 and December 31,
1996:
1997 1996
Raw materials and supplies $ 5,169,000 $ 4,733,000
Work in process 6,546,000 5,999,000
Finished goods 13,259,000 12,767,000
Total inventories $ 24,974,000 $ 23,499,000
(4) Accrued Expenses
Accrued expenses consisted of the following as of March 29, 1997 and December
31, 1996:
1997 1996
Salaries and wages $ 1,658,000 $ 2,708,000
Income taxes 1,045,000 245,000
Insurance 2,063,000 2,648,000
Litigation 1,754,000 1,654,000
Other accrued expenses 3,801,000 4,059,000
Total accrued expenses $ 10,321,000 $ 11,314,000
(5) Contingencies
Bairnco Corporation and its subsidiaries are defendants in certain legal
actions which are discussed more fully in Part II, Item 1 ("Legal
Proceedings") of this filing.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
Consolidated Condensed Financial Statements and related notes and with
Bairnco's Audited Consolidated Financial Statements and related notes for the
year ended December 31, 1996.
Bairnco Corporation is a diversified multinational company that operates two
distinct businesses under the names Arlon and Kasco.
Engineered materials and components are designed, manufactured and sold under
the Arlon brand identity to electronic, industrial and commercial markets.
These products are based on a common technology in coating, laminating and
dispersion chemistry. Arlon's principal products include high performance
materials for the printed circuit board industry, cast and calendered vinyl
film systems, custom engineered laminates and pressure sensitive adhesive
systems, and calendered and extruded silicone rubber insulation products used
in a broad range of industrial, consumer and commercial products.
Replacement products and services are manufactured and distributed under the
Kasco name principally to retail food stores and meat, poultry and fish
processing plants throughout the United States, Canada and Europe. The
principal products include replacement band saw blades for cutting meat,
fish, wood and metal, and on site maintenance services for the retail food
industry primarily in the meat and deli departments. Kasco also distributes
equipment to the food industry in Canada and France. These products are sold
under a number of brand names including Kasco in the United States and
Canada, Atlantic Service in the United Kingdom, and Bertram & Graf and Biro
in Continental Europe.
Comparison of First Quarter 1997 to First Quarter 1996
Sales in the first quarter 1997 were $37,445,000, a decrease of 1.7% from
$38,094,000 in 1996. The decrease in the first quarter sales was primarily
attributable to a 7.2% decline in Kasco sales resulting from the product line
pruning during 1996 and the negative impact of currency translation rates on
sales of Kasco's French and German operations. Arlon sales increased 0.9% as
the growing graphics and electrical insulation markets offset the decline in
sales to the telecommunication markets as compared to last year's strong
first quarter.
Gross profit decreased 3.4% to $12,980,000 from $13,438,000 primarily due to
reduced sales and lower yields at plants serving the telecommunications and
semiconductor markets. The gross profit margin as a percent of sales
decreased from 35.3% to 34.7%.
Selling and administrative expenses decreased 5.2% to $9,116,000 from
$9,621,000 primarily as a result of the ongoing impact of programs to make
Kasco a more cost effective enterprise. As a percent of sales, selling and
administrative expenses were reduced to 24.3% from 25.3%.
Interest expense was $415,000 in both 1997 and 1996 as lower average interest
rates offset higher average borrowings in the first quarter 1997 versus 1996.
The effective tax rate for the first quarter of 1997 was 37% versus 38% for
the first quarter of 1996. The provision for income taxes in both periods
includes all applicable federal, state, local and foreign income taxes.
Net income increased 3.0% to $2,173,000 as compared to $2,109,000 in the
first quarter of 1996. Earnings per share increased 9.5% to $.23 from $.21
as a result of the increased net income and the reduced number of shares
outstanding.
Liquidity and Capital Resources
At March 29, 1997, Bairnco had working capital of $30.4 million compared to
$30.3 million at December 31, 1996. The increase in accounts receivable
relates primarily to strong sales in the latter half of the first quarter
1997 versus that of the fourth quarter 1996. Other current assets decreased
as a result of the anticipated tax refund received during the first quarter
1997. The increase in accounts payable results from the corresponding
increase in inventories which are being built in anticipation of increased
sales during the second quarter.
During the first quarter 1997 the Board of Directors authorized an additional
$5 million to be available for the ongoing repurchase of Bairnco's common
stock from time to time in the open market subject to market conditions and
the ongoing capital requirements of the Corporation. Bairnco repurchased
81,800 shares of the Corporation's common stock at a total cost of $601,000
during the first quarter 1997.
At March 29, 1997, Bairnco's total debt outstanding was $28,537,000 compared
to $28,179,000 at the end of 1996. This increase was primarily due to the
stock repurchases. At March 29, 1997 approximately $24.5 million was
available for borrowing under the Corporation's secured reducing revolving
credit agreement, as amended. In addition, approximately $3.9 million was
available under various short-term domestic and foreign uncommitted credit
facilities.
Bairnco made approximately $1.6 million of capital expenditures during the
first quarter of 1997. Total capital expenditures in 1997 are expected to be
approximately $13.3 million of which approximately $4.0 million are
contingent upon realization of the anticipated sales growth in several
markets.
Cash provided by operating activities plus the amounts available under the
existing credit facilities are expected to be sufficient to fulfill Bairnco's
anticipated cash requirements in 1997.
Other Matters
Bairnco Corporation and its subsidiaries are defendants in a number of legal
actions and proceedings which are discussed in more detail in Part II, Item 1
("Legal Proceedings") of this filing. Management of Bairnco believes that
the disposition of these actions and proceedings will not have a material
adverse effect on the consolidated results of operations or the financial
position of Bairnco Corporation and its subsidiaries as of March 29, 1997.
Outlook
Management is not aware of any adverse trends that would materially affect
the Corporation's strong financial position. It is expected that 1997 will
be another year of continued improvement.
PART II - OTHER INFORMATION
Item 1: LEGAL PROCEEDINGS
Since its announcement in January 1990 of its intention to spin off Keene,
Bairnco has been named as a defendant in a number of individual personal
injury and wrongful death cases in which it is alleged that Bairnco is
derivatively liable for the asbestos-related claims against Keene. On
December 6, 1993, Keene filed for protection under Chapter 11 of the
Bankruptcy Code. On June 8, 1995, the Creditors' Committee commenced an
adversary proceeding in the Bankruptcy Court against Bairnco, certain of its
present and former officers and directors, and others alleging that the
transfer of assets for value by Keene to other subsidiaries of Bairnco and
the spin-offs of certain subsidiaries by Bairnco, were fraudulent and
otherwise violative of law and seeking compensatory damages of $700 million,
plus interest and punitive damages (the "Transactions Lawsuit"). The
complaint in the Transactions Lawsuit includes a count under the civil RICO
statute, 18 U.S.C. Section 1964, pursuant to which any compensatory damages
are trebled.
Bairnco is party to a separate action brought by Keene in the United States
Bankruptcy Court for the Southern District of New York in which Keene seeks
the exclusive benefit of tax refunds attributable to the carryback by Keene
of certain net operating losses ("NOL Refunds"), notwithstanding certain
provisions of tax sharing agreements between Keene and Bairnco (the "NOL
Lawsuit"). (After filing the NOL Lawsuit, Keene ceded control of the action
to the Creditors' Committee.) Pending resolution of the NOL Lawsuit, any
refunds actually received are to be placed in escrow. Through March 29,
1997, approximately $28.5 million of NOL Refunds had been received and placed
in escrow. There can be no assurance whatsoever that resolution of the NOL
Lawsuit will result in the release of any portion of the NOL Refunds to
Bairnco.
Keene's plan of reorganization was approved and became effective on July 31,
1996. The plan, as approved, creates a Creditors Trust that has succeeded to
all of Keene's asbestos liabilities, and also has succeeded to the right to
prosecute both the Transactions Lawsuit and the NOL Lawsuit. The plan also
includes a permanent injunction under which only the Creditors Trust, and
no other entity, can sue Bairnco in connection with the claims asserted in
the Transactions Lawsuit.
By order entered April 10, 1997, the United States District Court for the
Southern District of New York withdrew the reference with respect to the
Transactions Lawsuit, that is, they transferred the case from the Bankruptcy
Court to the District Court where it will be litigated. Responses to the
complaint are to be filed on a schedule to be set by the District Court.
Management believes that Bairnco has meritorious defenses to all claims or
liability purportedly derived from Keene and that it is not liable, as an
alter ego, successor, fraudulent transferee or otherwise, for the
asbestos-related claims against Keene or with respect to Keene products.
Bairnco Corporation and its subsidiaries are defendants in a number of other
actions. Management of Bairnco believes that the disposition of these other
actions, as well as the actions and proceedings described above, will not
have a material adverse effect on the consolidated results of operations or
the financial position of Bairnco Corporation and its subsidiaries as of
March 29, 1997.
Item 2: OTHER INFORMATION
None.
Item 3: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of Bairnco was held in Maitland, Florida
on April 18, 1997. Stockholders ratified management's selection of Arthur
Andersen LLP as auditors for Bairnco for the 1997 fiscal year, approved the
amendment to Bairnco's 1990 Stock Incentive Plan and elected all nominees to
the Board of Directors.
Item 4: EXHIBITS
Exhibit 4: Amendment to the Bairnco Corporation 1990 Stock Incentive Plan.
Exhibit 11: Calculation of Primary and Fully Diluted Earnings per Share for
the Quarters ended March 29, 1997 and March 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Bairnco
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
BAIRNCO CORPORATION
(Registrant)
/s/ J. Robert Wilkinson
J. Robert Wilkinson
Vice President Finance and Treasurer
(Chief Financial Officer)
DATE: May 9, 1997
EXHIBITS
TO FORM 10-Q
FOR QUARTER ENDED
March 29, 1997
EXHIBIT 4
AMENDMENT TO THE BAIRNCO CORPORATION 1990 STOCK INCENTIVE PLAN
WHEREAS, BAIRNCO CORPORATION ("the Company") adopted the Bairnco Corporation
1990 Stock Incentive Plan (the "Plan"); and
WHEREAS, pursuant to Section 11 of the Plan, the Board of Directors retained
the right to amend the Plan:
NOW, THEREFORE, the Plan is amended as follows:
1. The definition of "Committee" in Section 2 of the Plan is deleted in its
entirety and a new definition of "Committee" is inserted in lieu thereof,
to read as follows:
"Committee" means the Compensation Committee of the Board, which shall
consist of two or more members. Each member of the Committee shall be a
"Non-Employee Director" within the meaning of Rule 16b-3 as promulgated under
the Act, or meet any other applicable standard for administrators under that
or any similar rule which may be in effect from time to time. Except as
provided under Section 9, no member of the Committee shall be entitled to
participate in the Plan. If at any time no Committee shall be in office,
the Board shall perform the functions of the Committee.
2. The second sentence of Section 6.1 is deleted in its entirety and a new
such second sentence is inserted in lieu thereof, to read as follows:
The Committee shall have complete discretion in determining the number of
Options, if any, to be granted to a Participant; provided that, in no event
may the number of shares subject to Options granted to any single participant
within any 12 month period exceed 250,000 shares, as such number may adjusted
to Section 5.3.
3. The fourth sentence of Section 7.2 is deleted in its entirety.
4. The amendments described in Paragraphs 1 and 3 shall be effective as of
March 14, 1997. The amendment contained in Paragraph 2 shall become
effective, upon and subject to, approval thereof by the affirmative vote of
the holders of a majority of the shares of Common Stock present in person or
presented by proxy at the 1997 Annual Meeting and entitled to vote thereon.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
its duly authorized officer on the 18th day of April, 1997.
BAIRNCO CORPORATION By: /s/ Linda M. Metcalf
Linda M. Metcalf
Secretary
WITNESS: /s/ J. Robert Wilkinson
J. Robert Wilkinson
Treasurer
EXHIBIT 11
<TABLE>
BAIRNCO CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE QUARTERS ENDED MARCH 29, 1997 AND MARCH 30, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income $ 2,173,000 $ 2,109,000
Average common shares outstanding 9,393,000 9,948,000
Common shares issuable in respect to
common stock equivalents, with a
dilutive effect 142,000 121,000
Total common and common equivalent shares 9,535,000 10,069,000
Primary Earnings Per Common Share $ 0.23 $ 0.21
FULLY DILUTED EARNINGS PER SHARE:
Net income $ 2,173,000 $ 2,109,000
Total common and common equivalent shares 9,535,000 10,069,000
Additional common shares assuming full
dilution -- --
Total common shares assuming full
dilution 9,535,000 10,069,000
Fully Diluted Earnings Per Common Share $ 0.23 $ 0.21
Earnings per share are based on the average number of shares outstanding
during each period. Primary earnings per share include all common stock
equivalents. Fully diluted earnings per share include all common stock
equivalents plus the additional common shares issuable assuming full dilution.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BAIRNCO'S
FIRST QUARTER 1997 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-29-1997
<CASH> 618,000
<SECURITIES> 0
<RECEIVABLES> 25,125,000
<ALLOWANCES> 892,000
<INVENTORY> 24,974,000
<CURRENT-ASSETS> 55,141,000
<PP&E> 84,946,000
<DEPRECIATION> 47,203,000
<TOTAL-ASSETS> 104,543,000
<CURRENT-LIABILITIES> 24,698,000
<BONDS> 23,529,000
0
0
<COMMON> 112,000
<OTHER-SE> 49,981,000
<TOTAL-LIABILITY-AND-EQUITY> 104,543,000
<SALES> 37,445,000
<TOTAL-REVENUES> 37,445,000
<CGS> 24,465,000
<TOTAL-COSTS> 24,465,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 415,000
<INCOME-PRETAX> 3,449,000
<INCOME-TAX> 1,276,000
<INCOME-CONTINUING> 2,173,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,173,000
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
</TABLE>
