<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
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 1-5530
ALLIED PRODUCTS CORPORATION
-----------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-0292230
- ------------------------------------ ---------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
10 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
- -----------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 454-1020
NOT APPLICABLE
-------------------------------------------------
(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 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
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: 9,104,482 COMMON SHARES, $.01
PAR VALUE, AS OF APRIL 30, 1995.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION
CONSOLIDATED BALANCE SHEETS-
March 31, 1995 and December 31, 1994
CONSOLIDATED STATEMENTS OF INCOME (LOSS)-
Three Months Ended March 31, 1995 and 1994
CONSOLIDATED STATEMENTS OF CASH FLOWS-
Three Months Ended March 31, 1995 and 1994
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. NOT APPLICABLE
ITEM 2. NOT APPLICABLE
ITEM 3. NOT APPLICABLE
ITEM 4. NOT APPLICABLE
ITEM 5. NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
<PAGE>
PART I - FINANCIAL INFORMATION
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INTRODUCTION
The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission and reflect all adjustments of a recurring
nature which are, in the opinion of management, necessary to present fairly
the consolidated financial information required therein. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information presented
not misleading. It is suggested that these financial statements be read in
conjunction with the financial statements and the notes thereto included in
the Company's latest annual report on Form 10-K.
The results of operations for the three month period ended March 31, 1995 and
1994 are not necessarily indicative of the results to be expected for the full
year.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
3/31/95 12/31/94
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 15,775,000 $ 1,654,000
------------- -------------
Notes and accounts receivable, less allowances of
$1,219,000 and $1,521,000, respectively $ 61,105,000 $ 46,267,000
------------- -------------
Inventories:
Raw materials $ 13,157,000 $ 11,556,000
Work in process 22,317,000 16,437,000
Finished goods 18,540,000 20,462,000
------------- -------------
$ 54,014,000 $ 48,455,000
------------- -------------
Prepaid expenses $ 526,000 $ 456,000
------------- -------------
Total current assets $ 131,420,000 $ 96,832,000
------------- -------------
Plant and Equipment, at cost:
Land $ 2,330,000 $ 2,311,000
Buildings and improvements 37,284,000 34,252,000
Machinery and equipment 42,001,000 40,126,000
------------- -------------
$ 81,615,000 $ 76,689,000
Less- Accumulated depreciation and amortization 47,283,000 46,128,000
------------- -------------
$ 34,332,000 $ 30,561,000
------------- -------------
Other Assets:
Notes receivable, due after one year $ 7,424,000 $ 7,658,000
Deferred charges (goodwill), net of amortization 14,109,000 14,626,000
Other 781,000 878,000
------------- -------------
$ 22,314,000 $ 23,162,000
------------- -------------
$ 188,066,000 $ 150,555,000
------------- -------------
------------- -------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS'INVESTMENT
3/31/95 12/31/94
------------- --------------
<S> <C> <C>
Current Liabilities:
Revolving credit agreement $ 23,200,000 $ 10,300,000
Current portion of long-term debt 654,000 689,000
Accounts payable 41,147,000 20,475,000
Accrued expenses 30,020,000 31,837,000
-------------- --------------
Total current liabilities $ 95,021,000 $ 63,301,000
-------------- --------------
Long-term debt, less current portion shown above $ 390,000 $ 630,000
-------------- --------------
Other long-term liabilities $ 2,536,000 $ 2,622,000
-------------- --------------
Redeemable preferred stock: $10.81 Series C Cumulative Preferred
Stock; stated value $100 per share, authorized 150,000 shares;
issued and outstanding 115,000 shares at March 31, 1995 and
December 31, 1994, respectively $ 11,500,000 $ 11,500,000
-------------- --------------
Commitments and Contingencies
Shareholders' Investment:
Preferred Stock -
Series B Variable Rate Cumulative Preferred Stock, stated
value $50 per share; authorized 350,000 shares; issued and
outstanding 146,800 shares at March 31, 1995 and December
31, 1994, respectively $ 7,340,000 $ 7,340,000
Undesignated - authorized 1,500,000 shares; none issued -- --
Common Stock, par value $.01 per share; authorized
25,000,000 shares; issued and outstanding 9,104,482 shares
at March 31, 1995 and December 31, 1994, respectively 91,000 91,000
Additional paid-in capital 92,080,000 92,146,000
Retained earning (deficit) (20,892,000) (27,075,000)
-------------- -------------
$ 78,619,000 $ 72,502,000
-------------- -------------
$ 188,066,000 $ 150,555,000
-------------- --------------
-------------- --------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------
1995 1994
--------------- ---------------
<S> <C> <C>
Net sales from continuing operations $ 67,588,000 $ 59,214,000
Cost of products sold 51,742,000 43,987,000
--------------- ---------------
Gross profit $ 15,846,000 $ 15,227,000
--------------- ---------------
Other costs and expenses:
Selling and administrative expenses $ 9,006,000 $ 8,276,000
Interest expense 451,000 1,054,000
Other (income) expense, net (524,000) 384,000
--------------- ---------------
$ 8,933,000 $ 9,714,000
--------------- ---------------
Income before taxes from continuing operations $ 6,913,000 $ 5,513,000
Provision for income taxes 263,000 216,000
--------------- ---------------
Income from continuing operations $ 6,650,000 $ 5,297,000
Discontinued operations - (loss) on disposition of discontinued
operations and other costs, net of tax -- (1,949,000)
--------------- ---------------
Net income $ 6,650,000 $ 3,348,000
--------------- ---------------
--------------- ---------------
Net income applicable to common stock $ 6,183,000 $ 2,864,000
--------------- ---------------
--------------- ---------------
Earning (loss) per common share:
Continuing operations $ .68 $ .53
Discontinued operations -- ( .21)
--------------- ---------------
Income per common share $ .68 $ .32
--------------- ---------------
--------------- ---------------
Average number of common shares outstanding 9,104,000 9,096,000
--------------- ---------------
--------------- ---------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 6,650,000 $ 3,348,000
Adjustment to reconcile net income to net cash provided from
(use for) operating activities:
Provision for loss on dispostion of discontined operation -- 1,000,000
Depreciation and amortization 1,297,000 1,351,000
Amortization of deferred charges and (credits), net 517,000 517,000
Changes in noncash assets and liabilities, net of effects of
assets/businesses sold and noncash transactions:
(Increase) in accounts receivable (14,968,000) (15,906,000)
(Increase) decrease in inventories (5,559,000) 2,757,000
(Increase) decrease in prepaid expenses (70,000) 764,000
Increase (decrease) in accounts payable and accrued expenses 18,312,000 (3,152,000)
Other, net (839,000) (276,000)
------------- -------------
Net cash provided from (used for) operating activities $ 5,340,000 $ (9,597,000)
------------- -------------
Cash Flows from Investing Activities:
Additions to plant and equipment $ (5,082,000) $ (1,165,000)
Proceeds from sales of plant and equipment 1,229,000 78,000
------------- -------------
Net cash provided from (used for) investing activities $ (3,853,000) $ (1,087,000)
------------- -------------
Cash Flows from Financing Activities:
Borrowing under the revolving credit agreement $ 28,700,000 $ 20,000,000
Borrowing under the revolver loan agreements -- 29,243,000
Payments under the revolver loan agreements -- (48,508,000)
Payment under the revolving credit agreement (15,800,000) --
Payment of long-term debt (276,000) (29,989,000)
Payment of preferred stock dividend -- (484,000)
Stock option transations 10,000 94,000
------------- -------------
Net cash provided from (used for) financing activities $ 12,634,000 $ (29,644,000)
------------- -------------
Net increase (decrease) in cash and cash equivalents $ 14,121,000 $ (40,328,000)
Cash and cash equivalents at beginning of year 1,654,000 44,416,000
------------- -------------
Cash and cash equivalents $ 15,775,000 $ 4,088,000
------------- -------------
------------- -------------
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ACCRUED EXPENSES
The Company's accrued expenses consist of the following:
<TABLE>
<CAPTION>
3/31/95 12/31/94
----------- -----------
<S> <C> <C>
Salaries and wages $ 6,299,000 $ 4,678,000
Warranty 5,978,000 5,817,000
Self insurance accruals 4,878,000 6,522,000
Restructuring and other facility close
down costs 2,945,000 3,373,000
Pensions, including retiree health 4,248,000 4,985,000
Taxes, other than income taxes 1,566,000 1,288,000
Environmental matters 2,696,000 3,045,000
Other 1,410,000 2,129,000
----------- -----------
$30,020,000 $31,837,000
----------- -----------
----------- -----------
</TABLE>
(2) EARNINGS PER COMMON SHARE
Earnings per common share in the first quarter of 1995 and 1994 is
based on the average number of common shares outstanding (9,104,000 and
9,096,000, respectively) after reducing net income for preferred dividend
requirements ($467,000 and $484,000 for the three months ended March 31,
1995 and 1994, respectively). The assumed exercise of stock options would
not result in material dilution for the quarters ended March 31, 1995 and
1994.
(3) DISPOSITION/SALES OF ASSETS
Income from continuing operations in the first quarter of 1995
includes gains of approximately $1,200,000 from the sales of non-operating
assets.
During the first quarter of 1994, the Company recorded a provision of
$1,000,000 for the estimated loss on the disposition of its Cooper division
which was sold in the second quarter of 1994. The provision has been
included in the Consolidated Statements of Income (Loss) in the first
quarter 1994 as "Discontinued operations - (loss) on disposition of
discontinued operations and other costs, net of tax"
(4) RESTRUCTURING COSTS
During the first quarter of 1995 and 1994, expenditures of
approximately $382,000 and $1,129,000, respectively, were charged against
the provision for restructuring cost established prior to 1994.
<PAGE>
(5) FINANCIAL ARRANGEMENTS
During the first quarter of 1995, the Company entered into an
amendment of the Revolving Credit Agreement. Under the terms of the
amendment, interest rates have been reduced. In addition, the amendment
provides for an increase in permitted capital expenditures for 1995 and
allows the Company to accelerate preferred stock redemption, pay dividends
on Common Stock, repurchase Common Stock and permit limited acquisitions.
(6) PENSION PLAN
During the first quarter of 1995, the Company instituted a
noncontributory defined contribution retirement plan called the Target
Benefit Plan. All employees covered by the Employees Stock Plan are
covered under the Target Benefit Plan. Under the terms of the Target
Benefit Plan, the Company will make an actuarially determined annual
contribution based upon each eligible employee's years of service and
earnings as defined. Employee investment alternatives include a money
market fund, two mutual funds and a fixed income fund. Employees become
vested in the Company contribution after five years of service.
(7) CONTINGENT LIABILITIES
The Company is involved in a number of legal proceedings as a
defending party, including product liability and environmental matters for
which additional liability is reasonably possible. However, after
consideration of relevant data (consultation with legal counsel and review
of insurance coverage, accruals, etc.), management believes that the
eventual outcome of these matters will not have a material adverse effect
on the Company's financial position or its ongoing results of operations.
During the first quarter of 1995, the Company entered into an
agreement with the purchaser of the Cooper business. As part of this
agreement, the Company agreed to be a co-applicant on a letter of
credit in the amount of $4,252,000. The letter of credit secures the
performance of the purchasers's obligation to manufacture five rigs and
certain related spare parts against a specific foreign order. In
exchange for this arrangement, the Company has received all amounts due
under the purchase agreement as well as a fee for expenses incurred in
connection with this arrangement. In addition, the Company received
additional collateral securing the letter of credit.
At March 31, 1995, the Company was contingently liable for
approximately $10,775,000 primarily relating to outstanding letters of
credit.
<PAGE>
(8) INCOME TAXES
The provision for income taxes in the first quarter of 1995 and 1994
is $263,000 and $145,000, respectively. The allocation of the provision
for income taxes in the first quarter Consolidated Statements of Income
(Loss) include the following:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Continuing operations $263,000 $216,000
Discontinued operations -- (71,000)
-------- --------
Total provision $263,000 $145,000
-------- --------
-------- --------
</TABLE>
The provision for income taxes in the first quarter of 1995 and 1994
differs from amounts computed by applying the statutory rate to pre-tax
income as follows:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
Income tax at statutory rates $ 2,420,000 $ 1,223,000
Utilization of net operating loss
carryforwards (2,370,000) (1,305,000)
Permanent book over tax, net of tax over
book, differences on acquired assets 227,000 227,000
Other (14,000) --
----------- -----------
Total provision $ 263,000 $ 145,000
----------- -----------
----------- -----------
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OPERATING RESULTS
Net sales from continuing operations in the first quarter of 1995 were
$67,588,000 compared to net sales from continuing operations of $59,214,000 in
the first quarter of 1994. Income from continuing operations and net income was
$6,650,000 in the first quarter of 1995 compared to income from continuing
operations of $5,297,000 and net income of $3,348,000 reported in the first
quarter of the prior year.
Net sales at the Bush Hog division increased 4% in the first quarter of 1995
compared to the first quarter of 1994. The increase was primarily related to the
loader product line where the market for this product continues to expand. New
product sales (principally back hoes) also contributed to the increased sales
volume in the first quarter of 1995. These increases were partially offset by
the effects of lower disc mower sales in the first quarter of the current year.
Gross profits and gross profit margins have decreased in the first quarter of
1995 compared to the first quarter of the prior year. These decreases were
associated with decreased labor efficiency and increased manufacturing costs
(primarily insurance related to increased employment levels, product sales and
rates) due to continued near capacity levels of production in the current
quarter. Shipping costs also increased due to the effect of increased sales.
At the Verson division, net sales increased by over 28% in the first quarter of
1995 compared to the first quarter of 1994. The majority of the increase was
related to the press product line. Parts sales have also increased in the first
quarter of 1995. Gross profits increased in the 1995 first quarter principally
due to the favorable effects of the increased sales volume noted above. Gross
profit margins have decreased in 1995. This decrease was related to the mix of
products sold, increased sub-contracting costs related to press components and
increased labor costs (overtime) necessary to meet delivery schedules of
manufactured presses. It is anticipated that those expenses will be reduced in
future quarters.
At the Coz division, net sales increased 17% in the first quarter of 1995
compared to the
<PAGE>
first quarter of 1994. While sales have increased in all product lines, the
most significant increases were related to brokered products and compounded
materials. Approximately half of this increase was associated with increased
sales volume in 1995. The remaining portion of the increase was associated
with increased selling prices since the prior year's first quarter. The price
of basic raw materials has increased significantly in the last 12 months. These
cost increases have been passed on to customers in the form of increased selling
prices. Gross profits have increased at the Coz division, primarily due to the
increased sales volume noted above. Margins have remained constant as the
division continues to pass on cost increases, primarily in the area of material
costs. It is anticipated that material cost increases will stabilize in the
next several months and may ultimately reverse themselves in future periods.
Selling and administrative expenses were $9,006,000 (13.3% of net sales from
continuing operations) in the first quarter of 1995 and $8,276,000 (14.0% of net
sales from continuing operations) in the first quarter of the prior year. In
terms of actual dollars, selling expenses remained constant in the first quarter
of 1995. The majority of the increase in net sales was related to non-
commissioned products. The increase in administrative expenses in 1995 was
primarily related to the expenses associated with provisions for the new Target
Benefit (effective January 1, 1995) and Executive Retirement (approved in the
fourth quarter of 1994) pension plans. Additional separation expenses were also
provided for in the first quarter of 1995 as a result of the resignation of a
Corporate officer.
The decrease in interest expense ($451,000 in the first quarter of 1995 compared
to $1,054,000 in the first quarter of the prior year) was directly related to
reduced borrowing levels and lower effective interest rates in the current year.
In March 1994, the Company terminated certain financing agreements and replaced
them with a Revolving Credit Agreement which provided for a decreased effective
interest rate.
Other income in the first quarter of 1995 was $524,000 compared to other expense
of $384,000 in the first quarter of the prior year. The current year's quarter
included a gain of approximately $1,200,000 related to the sale of an idle
facility. Loan costs have also decreased in the current year. These increases
in other income were partially offset by increased idle facility/operations
expenses and decreased interest income.
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
Working capital at March 31, 1995 was $36,399,000 (current ratio of 1.38 to 1.0)
versus working capital of $33,531,000 (current ratio of 1.53 to 1.0) at December
31, 1994. Net receivables have increased by almost $15,000,000 since the end of
1994. The majority of the increase was related to the Bush Hog division. Cash
collections associated with the sale of agricultural equipment to dealers are
dependent upon the retail sale of the products by the dealer. Sales to dealers
are typically strong in the first quarter of the year or just prior to the use
season by the farmer. Extended payment terms are offered to dealers in the form
of floor plan financing which is customary in the agricultural equipment
industry. Inventory levels have increased by approximately $5,600,000 since the
end of 1994. The vast majority of this increase was related to the Verson
division where purchasing of materials has begun on a large press order for
delivery in 1996. Payable levels have increased by over $20,000,000 since the
end of 1995. The most significant increase was related to the Verson division
where net deposits associated with press orders have increased by over
$15,000,000 since the end of 1994. The increase in the revolver loan balance
($12,900,000 since the end of 1994) was associated with increased production at
all operations in the first quarter of 1995. Subsequent to the end of the first
quarter, the Company reduced the borrowings under this agreement by over
$20,000,000.
Major fixed asset additions include building additions at the Verson division
(to expand assembly areas) and a new paint system at the Bush Hog division.
Proceeds to finance these additions include current operating cash flow and
borrowing under the Revolving Credit Agreement.
As of March 31, 1995, the Company had cash balances of $15,775,000 and
additional funds of $11,800,000 available under its Revolving Credit Agreement.
The Company anticipates positive cash flows in the second quarter of 1995,
principally from the collection of the Bush Hog receivables and the receipt of
significant progress payments (in excess of $20,000,000) associated with presses
in production. The Company believes that its expected operating cash flow and
funds available under its Revolving Credit Agreement are adequate to finance its
operations and capital expenditures in the near future. During the first quarter
of 1995, the Company has been in compliance with all provisions of loan
agreements in effect.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-K for the three
months ended March 31, 1995
<PAGE>
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
27 FINANCIAL DATA SCHEDULE
<PAGE>
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.
ALLIED PRODUCTS CORPORATION
-------------------------------------
(REGISTRANT)
May 12, 1995 Kenneth B. Light
- ------------ -----------------------------------------------
Kenneth B. Light,
Executive Vice President, Chief Financial &
Administrative Officer; Director
May 12, 1995 Robert J. Fleck
- ------------ -----------------------------------------------
Robert J. Fleck,
Vice President - Accounting & Chief Accounting
Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS STATEMENT CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1995 AND THE CONSOLIDATED STATEMENT OF
INCOME (LOSS) AND THE CONSOLIDATED STATEMENT OF CASH FLOW FOR THE THREE MONTHS
ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 15,775
<SECURITIES> 0
<RECEIVABLES> 61,105
<ALLOWANCES> 1,219
<INVENTORY> 54,014
<CURRENT-ASSETS> 131,420
<PP&E> 81,615
<DEPRECIATION> 47,283
<TOTAL-ASSETS> 188,066
<CURRENT-LIABILITIES> 95,021
<BONDS> 390
<COMMON> 91
18,840
0
<OTHER-SE> 71,188
<TOTAL-LIABILITY-AND-EQUITY> 188,066
<SALES> 67,588
<TOTAL-REVENUES> 67,588
<CGS> 51,742
<TOTAL-COSTS> 51,742
<OTHER-EXPENSES> 8,933
<LOSS-PROVISION> 130
<INTEREST-EXPENSE> 451
<INCOME-PRETAX> 6,913
<INCOME-TAX> 263
<INCOME-CONTINUING> 6,650
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,650
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
</TABLE>
