<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, 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 1-5530
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:9,104,929 COMMON SHARES, $.01
PAR VALUE, AS OF APRIL 30, 1996.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION
CONDENSED CONSOLIDATED BALANCE SHEETS-
March 31, 1996 and December 31, 1995
CONDENSED CONSOLIDATED STATEMENTS OF INCOME -
Three Months Ended March 31, 1996 and 1995
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-
Three Months Ended March 31, 1996 and 1995
NOTES TO CONDENSED 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 condensed consolidated financial statements included herein (as of
March 31, 1996 and for the three months ended March 31, 1996 and 1995) 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 condensed consolidated financial information
required therein. The information as of December 31, 1995 is derived from the
audited year end balance sheet for that year. 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 periods ended March 31, 1996
and 1995 are not necessarily indicative of the results to be expected for the
full year.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,005,000 $ 744,000
------------ ------------
Notes and accounts receivable, less allowances of
$947,000 and $948,000, respectively $ 65,385,000 $ 44,293,000
------------ ------------
Inventories:
Raw materials $ 10,620,000 $ 12,037,000
Work in process 28,292,000 20,438,000
Finished goods 18,326,000 19,931,000
------------ ------------
$ 57,238,000 $ 52,406,000
------------ ------------
Deferred tax asset $ 20,370,000 $ 22,538,000
------------ ------------
Prepaid expenses $ 349,000 $ 323,000
------------ ------------
Total current assets $144,347,000 $120,304,000
------------ ------------
Plant and Equipment, at cost:
Land $ 2,172,000 $ 2,172,000
Buildings and improvements 36,275,000 36,269,000
Machinery and equipment 47,281,000 47,078,000
------------ ------------
$ 85,728,000 $ 85,519,000
Less- Accumulated depreciation and amortization 47,883,000 47,083,000
------------ ------------
$ 37,845,000 $ 38,436,000
------------ ------------
Other Assets:
Notes receivable, due after one year, less
allowance of $7,541,000 and $7,699,000,
respectively $ 15,000 $ 40,000
Deferred tax asset 4,823,000 4,823,000
Deferred charges (goodwill), net of amortization 1,801,000 1,845,000
Other 1,208,000 1,295,000
------------ ------------
$ 7,847,000 $ 8,003,000
------------ ------------
$190,039,000 $166,743,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
Current Liabilities:
Revolving credit agreement $ 28,100,000 $ 11,200,000
Current portion of long-term debt 418,000 621,000
Accounts payable 27,300,000 21,152,000
Accrued expenses 33,167,000 32,384,000
------------ ------------
Total current liabilities $ 88,895,000 $ 65,357,000
------------ ------------
Long-term debt, less current portion shown above $ 268,000 $ 315,000
------------ ------------
Other long-term liabilities $ 2,780,000 $ 2,806,000
------------ ------------
Commitments and Contingencies
Shareholders' Investment:
Common Stock, par value $.01 per share;
authorized 25,000,000 shares; issued
9,364,844 and 9,138,344 shares at March 31,
1996 and December 31, 1995, respectively $ 94,000 $ 91,000
Treasury Stock, at cost (5,996,000) --
Additional paid-in capital 94,215,000 93,143,000
Retained earnings 9,693,000 5,031,000
------------ ------------
$ 98,006,000 $ 98,265,000
------------ ------------
$190,039,000 $166,743,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------
1996 1995
-------------- -----------------
<S> <C> <C>
Net sales $ 75,243,000 $ 67,588,000
Cost of products sold 58,347,000 51,742,000
------------ ------------
Gross profit $ 16,896,000 $ 15,846,000
------------ ------------
Other costs and expenses:
Selling and administrative expenses $ 9,033,000 $ 9,006,000
Interest expense 442,000 451,000
Other (income) expense, net (106,000) (524,000)
------------ ------------
$ 9,369,000 $ 8,933,000
------------ ------------
Income before taxes $ 7,527,000 $ 6,913,000
Provision for income taxes 2,409,000 263,000
------------ ------------
Net income $ 5,118,000 $ 6,650,000
------------ ------------
------------ ------------
Net income applicable to common stock $ 5,118,000 $ 6,183,000
------------ ------------
------------ ------------
Earnings per common share $ .56 $ .68
------------ ------------
------------ ------------
Average number of common shares outstanding 9,130,000 9,104,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
-----------------------------------
1996 1995
-------------- -----------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 5,118,000 $ 6,650,000
Adjustments to reconcile net income to net cash provided from
(used for) operating activities:
Gains on sales of operating and non-operating assets (39,000) (1,215,000)
Depreciation and amortization 1,376,000 1,297,000
Amortization of deferred charges 44,000 517,000
Deferred income taxes 2,168,000 --
Changes in noncash assets and liabilities, net of effects of
assets/businesses sold and noncash transactions:
(Increase) in accounts receivable (21,159,000) (14,968,000)
(Increase) in inventories (4,832,000) (5,559,000)
(Increase) in prepaid expenses (26,000) (70,000)
Decrease in notes receivable, due after one year 25,000 234,000
Increase in accounts payable and accrued expenses 6,409,000 18,312,000
Other, net 129,000 142,000
------------ ------------
Net cash provided from (used for) operating activities $(10,787,000) $ 5,340,000
------------ ------------
Cash Flows from Investing Activities:
Additions to plant and equipment $ (785,000) $ (5,082,000)
Proceeds from sales of plant and equipment 39,000 1,229,000
------------ ------------
Net cash used for investing activities $ (746,000) $ (3,853,000)
------------ ------------
Cash Flows from Financing Activities:
Borrowings under revolving credit agreement $ 40,800,000 $ 28,700,000
Payments under revolving credit agreement (23,900,000) (15,800,000)
Payments of short and long-term debt ( 250,000) (276,000)
Issuance of common stock 1,501,000 --
Purchase of treasury stock (6,709,000) --
Dividends paid (456,000) --
Stock option transactions 808,000 10,000
------------ ------------
Net cash provided from financing activities $ 11,794,000 $ 12,634,000
------------ ------------
Net increase in cash and cash equivalents $ 261,000 $ 14,121,000
Cash and cash equivalents at beginning of year 744,000 1,654,000
------------ ------------
Cash and cash equivalents at end of period $ 1,005,000 $15,775,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
<PAGE>
ALLIED PRODUCTS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) ACCRUED EXPENSES
The Company's accrued expenses consist of the following:
<TABLE>
<CAPTION>
3/31/96 12/31/95
------------ -----------
<S> <C> <C>
Salaries and wages $ 6,687,000 $ 5,542,000
Warranty 10,375,000 9,077,000
Self insurance accruals 4,051,000 4,411,000
Restructuring and other facility close
down costs 1,136,000 1,494,000
Pensions, including retiree health 5,266,000 5,901,000
Taxes, other than income taxes 247,000 738,000
Environmental matters 2,999,000 3,019,000
Other 2,406,000 2,202,000
----------- -----------
$33,167,000 $32,384,000
----------- -----------
----------- -----------
</TABLE>
(2) EARNINGS PER COMMON SHARE
Earnings per common share in the first quarter of 1996 and 1995 are
based on the average number of common shares outstanding (9,130,000 and
9,104,000, respectively) after reducing net income for preferred dividend
requirements ($467,000 for the three months ended March 31, 1995). The
assumed exercise of stock options would not result in material dilution for
the quarters ended March 31, 1996 and 1995.
(3) RESTRUCTURING COSTS
During the first quarter of 1996 and 1995, expenditures of
approximately $358,000 and $382,000, respectively, were charged against the
provision for restructuring cost established prior to 1994.
(4) FINANCIAL ARRANGEMENTS
During the first quarter of 1996, the Company entered into an
amendment of the Revolving Credit Agreement with the Bank of America and
LaSalle National Bank. Prior to this amendment, the $50,000,000 underlying
this agreement was available as $15,000,000 in
<PAGE>
Letter of Credit and
$35,000,000 as loans. This amendment does away with this distinction. The
Company can now have up to $50,000,000 of credit outstanding, any part of
which can be letters of credit and/or loans.
(5) DIVIDENDS PAYMENT ON COMMON STOCK
During the first quarter, the Company announced an increase in the
quarterly dividend from $.025 per share to $.05 per share, effective with
the first quarter dividend paid on March 31, 1996.
(6) TREASURY STOCK
During the first quarter of 1996, the Company issued 211,500 new
common shares to certain officers of the Company for the exercise of stock
options previously issued. The Company repurchased these shares from the
officers for treasury stock purposes. The Company's Board of Directors
also authorized the purchase by the Company of up to an additional 250,000
shares of the Company's common stock from time to time on the open market,
subject to prevailing market conditions. Of this amount, approximately
81,000 shares have been purchased in the first quarter of 1996. Some
treasury shares purchased have been reissued in satisfaction of stock
options exercised.
(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.
At March 31, 1996, the Company was contingently liable for
approximately $2,105,000 primarily relating to outstanding letters of
credit.
(8) INCOME TAXES
The provision for income taxes in the first quarter of 1996 and 1995
is based upon the Federal Statutory rate adjusted for items that are not
subject to taxes. The provision for
<PAGE>
income taxes in the first quarter of
1995 was reduced to the Alternative Minimum Tax rate through the
utilization of net operating loss carryforwards. See Note 4 of Notes to
Consolidated Financial Statements in the Company's 1995 Annual Report on
Form 10-K for a further discussion related to income taxes.
(9) SUMMARY OF OTHER (INCOME) EXPENSE
Other (income) expense for the three months periods ended March 31,
1996 and 1995 consists of the following:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------
3/31/96 3/31/95
--------- ---------
<S> <C> <C>
Interest income $ (63,000) $(254,000)
Goodwill amortization 44,000 517,000
Loan cost expenses 78,000 87,000
Net (gain) loss on sales of operating
and non-operating assets (39,000) (1,215,000)
Litigation settlements (96,000) 465,000
Other miscellaneous (30,000) (124,000)
--------- ---------
$(106,000) $(524,000)
--------- ---------
--------- ---------
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
AND RESULTS OF OPERATIONS
OPERATING RESULTS
Net sales for the first quarter of 1996 were $75,243,000 compared to net
sales of $67,588,000 reported in the first quarter of 1995. Income before taxes
in the first quarter of 1996 was $7,527,000 compared to $6,913,000 reported in
the first quarter of the prior year. Net income was $5,118,000 ($.56 per share)
in the first quarter of 1996 compared to net income of $6,650,000 ($.68 per
share) in the prior year's first quarter. Beginning in the current year, the
Company is recording a tax provision based upon the Federal statutory rate in
effect. Had the Company been providing taxes in 1995 on a similar basis, income
before taxes would have been $7,386,000 (due to the elimination of goodwill
associated with certain acquisitions which included net operating loss
carryforwards) and net income would have been $4,752,000 ($.47 per share) in the
first quarter of that year.
At the Bush Hog division, net sales increased by approximately 2% in the
first quarter of 1996 compared to the same quarter of the prior year. The
majority of the increase was related to new products (such as the zero turn
mower) introduced in the latter portion of the prior year. New products are
related to turf and landscaping for utilization by commercial turf (sod)
growers and for golf course maintenance. These increases were partially offset
by the effects of lower sales within the rotary cutter and front end loader
product lines. Sales of these products were affected by continued weak cattle
prices. Other product sales were affected by drought conditions in Texas,
Oklahoma and Kansas and wet conditions in the Southeast. Crop planting has been
delayed in some areas of the country due to extreme weather conditions. Gross
profits and gross profit margins have improved at the Bush Hog division in the
first quarter of 1996. These increases were the result of improved direct labor
efficiencies and management of overhead costs. During the last half of 1995,
the division began implementing measures to control these costs. Outside
consultants were brought in to help recognize areas and means of improvement in
the manufacturing process. Further implementation of these changes should
result in significant permanent savings going forward.
Even though severe winter weather has hampered retail activity within the
agricultural industry during the first quarter of 1996, the overall outlook for
the farm economy in 1996 remains optimistic. Record corn prices are
accelerating the beef cattle herd liquidation and should restore
<PAGE>
profitability to the cow-calf industry in 1997. The United States Department of
Agriculture indicates that approximately 14 million additional acres will be
planted in 1996 and projects farm income to increase 10% in 1996 over 1995.
At the Verson division, net sales increased by over 30% in the first
quarter of 1996 compared to the first quarter of 1995. The entire increase was
related to press production. During the second half of 1995, production began
on an order for three "A" size transfer presses. Significant production
continued on this order in the first quarter of 1996. Production in the first
quarter of 1995 was related to smaller presses with a lower sales value.
Revenues and profits are recognized on a percentage of completion basis for
press production at this division. Sales of other products decreased slightly
in the first quarter of 1996 due to production requirements associated with the
"A" press order noted above. Gross profits increased in the first quarter of
1996 compared to the first quarter of the prior year. This was primarily the
result of increased sales (production) as noted above. Gross profit margins
decreased slightly in the first quarter of 1996. Employment levels have
increased since the prior year's first quarter in conjunction with the "A" press
production, resulting in some inefficiencies. Overall labor costs have also
increased over the prior year as required by the divisional union contract.
At the Coz division, sales have decreased by approximately 8% in the first
quarter of 1996 compared to the first quarter of the prior year. The markets
served by the Coz division in the Northeast region of the country have
experienced a slowdown in recent months. The combination of reduced selling
prices, increased commodity resin prices and the mix of products sold have had
an unfavorable effect on gross profits and margins.
Selling and administrative expenses were $9,033,000 (12.0% of net sales) in
the first quarter of 1996 compared to $9,006,000 (13.3% of net sales) in the
first quarter of 1995. Increases in selling expenses were primarily related to
the Bush Hog (new product introduction as previously discussed) and Verson
(travel and trade show costs) divisions. These increases were offset by the
effect of lower administrative expenses. During the first quarter of 1995,
separation expenses were provided for as a result of the resignation of a
Corporate officer.
Interest expense in the first quarter of 1996 ($442,000) approximated that
reported in the first quarter of the prior year ($451,000). There were no
significant changes in borrowing levels or interest rates during these
periods.
Reference is made to Note 9 of Notes to Condensed Consolidated Financial
Statements for an analysis of Other (income) expense in the first quarter of
1996 and 1995.
<PAGE>
During 1995, the Company evaluated its net operating loss carryforwards and
other tax assets in relation to its earnings history over the past few years and
the estimated projected future earnings over the next few years. As a result of
this review, the Company recorded a deferred tax asset which represented a
reversal of the valuation allowance previously recorded against its deferred tax
asset. As noted above, the Company is recording in 1996 (and in subsequent
years) a tax provision based upon the Federal statutory rate in effect.
FINANCIAL CONDITION AND LIQUIDITY
Working capital at March 31, 1996 was $55,362,000 (current ratio of 1.62 to
1.0) compared to working capital of $54,947,000 (current ratio of 1.84 to 1.0)
at the end of 1995. Net receivables increased by over $21,000,000 since the end
of 1995. The entire 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 product by the dealer. Drought conditions
in Texas, Oklahoma and Kansas are having a detrimental effect on retail sales in
this area of the country. 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. The increase in
inventories since the end of 1995 (approximately $4,800,000) was primarily
related to the Verson division where production continues on an order for three
"A" presses as noted above. A portion of the increase in accumulated costs of
presses in progress has been offset by customer deposits and progress payments
related to contracts in process. The decrease in the current deferred tax asset
($2,168,000) represents the estimated portion of the tax provision in the first
quarter of 1996 that will be offset by the utilization of tax loss carryforwards
available to the Company. The Company projects that future Federal income tax
payments will be based upon the Alternative Minimum Tax rate as substantial tax
loss carryforwards still exist for tax reporting purposes. There have been no
significant fixed asset additions in the first quarter of 1996.
Borrowings under the Revolving Credit Agreement have increased by almost
$17,000,000 since the beginning of 1996. These temporary borrowings were
necessary as working capital needs (primarily receivables) have increased during
the period noted above. The increase in payables was primarily related to
increased productivity at the Verson division.
<PAGE>
During the first quarter of 1996, the Company issued 211,500 new common
shares to certain officers of the Company for the exercise of stock options
previously issued. The Company repurchased these shares from the officers for
treasury stock purposes. The Company's Board of Directors also authorized the
purchase by the Company of up to an additional 250,000 shares of the Company's
common stock from time to time on the open market, subject to prevailing market
conditions. Of this amount, approximately 81,000 shares have been purchased in
the first quarter of 1996. Some treasury shares purchased have been reissued in
satisfaction of stock options exercised.
On February 2, 1996, the Company announced an increase in the quarterly
dividend from $.025 per share to $.05 per share, effective with the first
quarter dividend paid on March 31, 1996.
Reference is made to Note 4 of Notes to Condensed Consolidated Financial
Statements relating to a recent amendment to the Revolving Credit Agreement.
As of March 31, 1996, the Company had cash balances of $1,005,000 and
additional funds of $16,285,000 available under its Revolving Credit Agreement.
The Company anticipates positive cash flows in the second quarter of 1996,
principally from the collection of Bush Hog receivables. 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 1996, the Company has been in
compliance with all provisions of loan agreements in effect.
<PAGE>
PART II - OTHER INFORMATION
Item 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) Exhibits - See Exhibit Index included herein.
(b) Reports on Form 8-K - there were no reports on Form 8-K for the three months
March 31, 1996.
<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 13,1996 Kenneth B. Light
-------------------------------------------
Kenneth B. Light,
Executive Vice President, Chief Financial &
Administrative Officer; Director
May 13,1996 Robert J. Fleck
-------------------------------------------
Robert J. Fleck,
Vice President - Accounting & Chief Accounting
Officer
<PAGE>
ALLIED PRODUCTS CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBITS
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS STATEMENT CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1996 AND THE CONSOLIDATED STATEMENT OF
INCOME AND THE CONSOLIDATED STATEMENT OF CASH FLOW FOR THE THREE MONTHS ENDED
MARCH 31, 1996 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,005
<SECURITIES> 0
<RECEIVABLES> 66,332
<ALLOWANCES> 947
<INVENTORY> 57,238
<CURRENT-ASSETS> 144,347
<PP&E> 85,728
<DEPRECIATION> 47,883
<TOTAL-ASSETS> 190,039
<CURRENT-LIABILITIES> 88,985
<BONDS> 268
0
0
<COMMON> 94
<OTHER-SE> 97,912
<TOTAL-LIABILITY-AND-EQUITY> 190,039
<SALES> 75,243
<TOTAL-REVENUES> 75,243
<CGS> 58,347
<TOTAL-COSTS> 58,347
<OTHER-EXPENSES> 9,369
<LOSS-PROVISION> 67
<INTEREST-EXPENSE> 442
<INCOME-PRETAX> 7,527
<INCOME-TAX> 2,409
<INCOME-CONTINUING> 5,118
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,118
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
</TABLE>
