<PAGE>
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
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: July 1, 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 1-2725
HEIN-WERNER CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0340430
------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2120 Pewaukee Road, Waukesha, Wisconsin 53188-2404
--------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(414) 542-6611
----------------------------------------------------
(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 reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
Number of shares of $1 par value common stock issued and
outstanding at August 11, 1995:
Issued 2,504,421
Treasury 2,957
----------
Outstanding 2,501,464
==========
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - Unaudited
($000)
July 1, December 31,
1995 1994
--------- ----------
ASSETS
CURRENT ASSETS:
Cash $ 90 $ 466
Customers' accounts receivable 22,256 21,545
Less allowance for losses 1,279 1,670
--------- ---------
20,977 19,875
Inventories 16,988 16,154
Prepaid expenses and other 689 350
Income tax benefit receivable 359 508
-------- ---------
TOTAL CURRENT ASSETS 39,103 37,353
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Land 90 90
Buildings 2,895 2,839
Machinery and equipment 13,622 13,101
--------- ---------
16,607 16,030
Less accumulated depreciation 11,302 10,765
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 5,305 5,265
OTHER ASSETS:
Patents, net of accumulated amortization
of $506 for 1995 and $498 for 1994 42 51
Excess cost over net assets of
acquired companies, net of accumulated
amortization of $777 for 1995 and
$747 for 1994 1,505 1,535
Deferred debt issuance costs, net of
accumulated amortization of $425
for 1995 and $376 in 1994 49 97
Receivables, net of allowances of
$801 in 1995 and $986 for 1994 1,087 1,452
Other 336 348
--------- ---------
TOTAL OTHER ASSETS 3,019 3,483
--------- ---------
$ 47,427 $ 46,101
========= =========
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
Consolidated Balance Sheets - Unaudited
($000)
July 1, December 31,
1995 1994
--------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 3,723 $ 3,189
Current installments of long-term debt 333 316
Accounts payable 7,447 7,302
Accrued payroll and related expenses 2,430 2,705
Accrued expenses related to a disposed
business 355 354
Accrued expenses, other 3,206 3,164
--------- ---------
TOTAL CURRENT LIABILITIES 17,494 17,030
Long-term debt, excluding
current installments 12,891 13,256
Liabilities related to a
disposed business 437 689
Other 680 804
--------- ---------
TOTAL LIABILITIES 31,502 31,779
STOCKHOLDERS' EQUITY:
Common stock of $1 par value per share
Authorized: 20,000,000 shares;
Issued: 2,504,421 shares at July 1, 1995
and 2,386,477 at December 31, 1994 2,504 2,386
Capital in excess of par value 11,377 11,377
Retained earnings 1,189 827
Cumulative translation adjustments 907 110
--------- ---------
15,977 14,700
Less cost of common shares in treasury -
2,957 shares at July 1, 1995 and
21,707 shares at December 31, 1994 52 378
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 15,925 14,322
--------- ---------
$ 47,427 $ 46,101
========= =========
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
Consolidated Statements of Operations
($000) (except per share data) - Unaudited
<CAPTION>
Three months ended Six months ended
----------------------- -----------------------
July 1. July 2, July 1. July 2,
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 17,555 $ 17,321 $ 36,067 $ 33,194
Cost of sales 11,245 11,123 23,031 21,384
--------- ---------- --------- ---------
Gross profit 6,310 6,198 13,036 11,810
Selling, engineering and
administrative expenses 5,504 5,525 11,307 10,667
--------- ---------- --------- ---------
Operating profit 806 673 1,729 1,143
Interest expense 456 485 940 882
Other income, net 40 (50) 38 (163)
--------- ---------- --------- ---------
Income before income taxes 310 238 751 424
Income tax expense (benefit) 18 (17) 37 46
--------- ---------- --------- ---------
NET INCOME $ 292 $ 255 $ 714 $ 378
========= ========= ========= =========
Primary earnings per share $ 0.12 $ 0.10 $ 0.29 $ 0.15
========= ========= ========= =========
Fully diluted earnings per share $ 0.12 $ 0.10 $ 0.28 $ 0.15
========= ========= ========= =========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
Consolidated Statements of Cash Flows - Unaudited
($000)
Six months ended
-----------------------
July 1, July 2,
1995 1994
--------- ---------
CASH FROM OPERATING ACTIVITIES:
Net income $ 714 $ 378
Adjustments to reconcile net loss to cash
provided by operating activities:
Depreciation and amortization 635 674
Gain on disposal of property, plant
and equipment (7) (9)
Increase (decrease) in cash due to changes
in assets and liabilities:
Receivables, net (1,102) 254
Inventories (834) (1,161)
Prepaid expenses and other assets 17 (289)
Accounts payable 145 (1,063)
Accrued expenses and other liabilities (606) 435
Income taxes 142 332
--------- ---------
Cash used in operating activities ....... (896) (449)
CASH FROM INVESTING ACTIVITIES:
Capital expenditures (569) (355)
Proceeds from the sale of property,
plant, and equipment 11 13
--------- ---------
Cash used in investing activities......... (558) (342)
CASH FROM FINANCING ACTIVITIES:
Increase in notes payable 535 861
Proceeds from long-term debt 100 --
Repayments of long-term debt (448) (1,021)
Proceeds from the issuance of common shares 94 --
--------- ---------
Cash provided by (used in)
financing activities.................. 281 (160)
Cumulative translation adjustments........... 797 638
--------- ---------
Total Cash Used ............................. (376) (313)
Beginning of the Period Cash................. 466 339
--------- ---------
End of the Period Cash...................... $ 90 $ 26
========= =========
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
ACCOUNTING POLICIES:
The financial statements reflect all adjustments which are, in
the opinion of management, necessary to a fair statement of the
results of the interim periods presented. All adjustments, other
than adjustments to the accrual of expenses related to the
discontinued business which is included as a current liability on
the balance sheet, are normal and recurring. All items stated
herein are subject to year-end audit.
INVENTORY:
=================================================================
(Amounts in thousands)
7/1/95 12/31/94
-----------------------------------------------------------------
Raw Material $ 5,954 $ 5,902
Work-in-Process 1,630 1,481
Finished Goods 9,404 8,771
-----------------------------------------------------------------
$ 16,988 $ 16,154
=================================================================
LONG-TERM DEBT:
As of July 1, 1995 the Company was not in compliance with an
interest coverage covenant contained in the debt agreement with
holders of the Company's 8% convertible subordinated notes. The
Company requested and the note holders granted a waiver of
compliance with the covenant. As a result of the waiver of this
covenant, the interest coverage test becomes effective for the
quarter which will end September 30, 1995. Had the Company not
obtained the waiver of the compliance, the subordinated notes
could have become currently payable.
COMMON STOCK:
An additional 117,944 common shares were issued since December
31, 1994 in the form of a 5% stock dividend. Treasury shares
were reduced during the period by 18,975 shares contributed to
the Profit Sharing Fund.
MATERIAL CONTINGENCIES:
A) Financial Instruments with Off-Balance-Sheet Risk.
To meet the financing needs of consumers of its collision repair
and engine rebuilding products, the Company is, in the normal
course of business, a party to financial instruments with off-
balance-sheet risk. The instruments are guarantees of notes
payable to financing institutions arranged by the Company. The
Company performs credit reviews on all such guarantees. These
guarantees extend for periods of up to six years and expire in
decreasing amounts through 2000. The amount guaranteed to each
institution is contractually limited to a portion of the amount
financed in a given year. The notes are collateralized by the
equipment financed. Proceeds from the resale of recovered
equipment have generally been 80% to 90% of repurchased notes.
The maximum credit risk to the Company at December 31, 1994 was
approximately $3,400,000.
B) Litigation
The Company is involved in legal proceedings, claims and
administrative actions arising in the normal course of business.
In the opinion of management, the Company's liability, if any,
under any pending litigation or administrative proceeding would
not materially affect its financial condition or operations.
C) Environmental Claims
From time to time the Company is identified as a potentially
responsible party in environmental matters, primarily related to
waste disposal sites, which contain residuals from the
manufacturing process that were previously disposed of by the
Company in accordance with applicable regulations in effect at
the time of disposal. Materials generated by the Company at
these sites have been small and claims against the Company have
been handled on a de minimis basis. In addition, the Company has
indemnified purchasers of property previously sold by the Company
against any environmental damage which may have existed at the
time of the sale. In the opinion of management, the Company's
liability, if any, under any pending administrative proceeding,
claim, or investigation, would not materially affect its
financial condition or operations.
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Net sales for the second quarter of 1995 were $17.6 million, up
1.4% over the same period of 1994. Sales originating in North
America were down slightly from 1994 levels to $11.2 million for
the quarter compared to $11.5 million in the same period a year
earlier. European sales rose 8.9% for the quarter from $5.8
million in 1994 to $6.3 million for the second quarter of 1995.
Net sales for two of three business segments were again higher in
the 1995 quarter than in the comparable quarter of 1994.
Net sales for the six months ended July 1, 1995 were 8.7% higher
than in same period a year earlier. The 1995 period posted $12.5
million in net sales compared to $11.1 for the 1994 period. Net
sales originating in Europe were up by 12.0% and North American
net sales rose 7.0%.
Gross profit margins in North America were 28.1% for the second
quarter of 1995 compared to 29.2% for the same period of 1994.
Margins in Europe improved from 48.9% in 1994 to 49.8% for the
1995 second quarter. Consolidated gross profit margins were
essentially unchanged at 35.9% for the second quarter of 1995
compared to 35.8% for the same period of 1994. The six month
results showed an improvement in 1995 with 36.1% gross margin
compared to 35.6% for the same period of 1994.
Operating expenses decreased as a percent of net sales, from
31.9% for the first six months of 1994 compared to 31.4% in the
comparable period of 1995. The actual dollars spent in 1995,
however, were slightly higher than in 1994 primarily due to
commission expense on the higher sales volume. Actual expenses
for each second quarter of 1994 and 1995 were unchanged from $5.5
million.
Interest expense rose slightly for the three months ended July 1,
1995 as a result of rising interest rates and slightly higher
short-term borrowing.
Financial Condition
Moderate increases in accounts receivable and inventory were
financed by improved operating results and an increase in short-
term borrowing. The long-term borrowing declined during the
second quarter of 1995. Continued improved operating results
along with aggressive inventory management emphasis are expected
to result in a decline in long-term borrowing. The Company
expects its liquidity requirements will be met by cash generated
from operations and from its credit facilities.
Short-term credit facilities in Europe are considered sufficient
to supplement cash from operating activities to satisfy liquidity
requirements there. Changes in short-term borrowing are
primarily due to seasonal cash usage patterns.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 4: Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on
April 27, 1995. The shareholders were asked to vote on
the selection of two directors and to ratify the
selection of auditors. Messrs. Jones and McSweeney were
elected as directors to serve until the annual meeting in
1998 and until their successors are duly elected and
qualified pursuant to the following votes: 2,302,175
votes cast For, -0- votes Against, 30,945 votes Withheld,
and -0- Abstentions for Mr. Jones; and 2,294,199 votes
cast For, -0- votes Against, 38,921 votes Withheld, and -
0- Abstentions for Mr. McSweeney. With respect to the
selection of auditors, KPMG Peat Marwick was elected as
the Company's auditors for the 1995 fiscal year pursuant
to the following vote: 2,205,922 votes cast For, 117,862
votes Against, and 9,336 Abstentions.
ITEM 6: (a) Exhibits
(4) Letter dated July 19, 1995 by Firstar Bank
Milwaukee, N.A., as administrator of the
Revolving Loan and Security Agreement dated
October 13, 1993 by and between the
Registrant and Firstar Bank Milwaukee, N.A.
and BankAmerica Business Credit, Inc.,
amending and extending the agreement through
June 30, 1997.
(11) Computation of Earnings Per Share
(27) Financial Data Schedule
(b) Form 8-K
There were no reports on Form 8-K filed for the
three months ended July 1, 1995.
<PAGE>
<PAGE>
SIGNATURE
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.
HEIN-WERNER CORPORATION
("Registrant")
Edward F. Duffy
Vice President - Finance and Treasurer
(Principal Financial Officer)
August 11, 1995
Index of Exhibits
Exhibit No. Description
----------- -------------------------------------------------
(4) Letter dated July 19, 1995 by Firstar Bank
Milwaukee, N.A., as administrator of the Revolving
Loan and Security Agreement dated October 13, 1993
by and between the Registrant and Firstar Bank
Milwaukee, N.A. and BankAmerica Business Credit,
Inc., ammending and extending the agreement through
June 30, 1997.
(11) Computation of Earnings Per Share
(27) Financial Data Schedule
<PAGE>
<PAGE>
<PAGE>
Exhibit 4
FIRSTAR BANK MILWAUKEE, N.A.
Firstar Financial Servoces
Michael A. Hintz,
Vice President
July 19, 1995
Hein-Werner Corporation
2120 North Pewaukee Road
Waukesha, WI 53187
Attn: Mr. Joseph Dindorf, President
Gentlemen:
Please refer to the Revolving Loan and Security Agreement by and
among Firstar Bank Milwaukee, N.A. ("Firstar") and BankAmerica
Business Credit, Inc. ("BankAmerica") and Firstar Financial
Services, a division of Firstar Bank Milwaukee, N.A. ("FFS"), as
agent for BankAmerica, and Hein-Werner Corporation ("Hein-
Werner"), dated October 13, 1993, with amendments thereto
("Agreement").
Effective upon Firstar's repurchase of BankAmerica's interest in
the outstanding credit facility to Hein-Werner and the funding of
a 50% loan participation by Mercantile Business Credit, Inc. in
that same credit facility to Hein-Werner on terms satisfactory to
Firstar, the Agreement shall be amended as provided for below
contemporaneous with such participation funding:
1. All references in the Agreement to BankAmerica Business
Credit, Inc. shall be deleted in their entirety and
Firstar Bank Milwaukee, N.A. shall now be known solely
as "Lender".
2. The first paragraph of the Agreement shall be amended
to read as follows:
"FIRSTAR BANK MILWAUKEE, N.A., through its Financial
Services Division ("Lender") and HEIN-WERNER
CORPORATION ("Debtor") agree as follows:"
3. The continuation of the section entitled NATURE OF
CREDIT of the Agreement as set forth as Number 1 on
Exhibit A shall be deleted.
<PAGE>
<PAGE>
Exhibit 4
Hein-Werner Corporation
July 19, 1995
Page 2
4. The first sentence of Section 3. COLLATERAL-OBLIGATION
RATIO as continued as Number 3 on Exhibit A shall be
amended to read:
"Without Lender's prior written consent, Debtor shall
not permit the amount of advances against Qualified
Accounts and Qualified Inventory at any time
outstanding to exceed the lesser of $12,000,000.00; or
(a) up to 80 percent of the amount owing on Non-
RepurchasedQualified Accounts (minus payments which are
in the process of collection by Lender), and up to 43
percent of the amount owing on Repurchased Qualified
Accounts as defined in Section 12.(k) below (minus
payments which are in the process of collection by
Lender); said rate on Repurchased Qualified Accounts to
be reduced 1/2 percent per month until at 40 percent;
plus
(b) up to the lesser of $6,000,000.00 or 43 percent of
Qualified Inventory, valued at cost or wholesale market
value, whichever is lower; said rate to be reduced 1/2%
per month until at 40 percent."
5. The continuation of Subsection (d) of Section 5.
DEBTOR'S WARRANTIES AND COVENANTS (as set forth as
Number 4 on Exhibit A) shall be amended to read:
"Notwithstanding the foregoing and absent a default
hereunder, (1) Debtor may pay director's fees not exceeding
in any fiscal year the amount paid by Debtor during its
fiscal year ending December 31, 1992; and (2) Debtor may
make sales on open terms to its foreign subsidiaries and
affiliates provided the net amount owed by such foreign
subsidiaries and affiliates does not exceed $350,000.00 at
any time."
6. The continuation of Subsection (m) of Section 5. DEBTOR'S
WARRANTIES AND COVENANTS (as set forth as Number 6 on
Exhibit A) shall be amended to read:
"Notwithstanding the foregoing and provided Debtor is not in
default under this Agreement, Debtor shall be entitled to
make, adjust and settle claims under any insurance and apply
the proceeds thereof provided: (1) the fair market value of
the Collateral subject to the insurance claim does not
exceed $100,000.00; and (2) Debtor gives Lender prior
<PAGE>
<PAGE>
Exhibit 4
Hein-Werner Corporation
July 19, 1995
Page 3
written notice of any proposed insurance settlements exceeding
$10,000.00; (3) the insurance proceeds are used to replace and/or
restore the Collateral to the satisfaction of Lender; and (4)
Lender reasonably determines that Debtor's operation or financial
condition will materially benefit from restoration or replacement
of the Collateral. In the event the fair market value of the
Collateral, subject to the insurance claim exceeds $100,000.00 or
Debtor is in default hereunder, Lender shall have the exclusive
right to make, adjust, settle and apply any insurance claims in
its sole discretion."
7. Subsequent (a) of Section 7. OTHER LOAN PROVISIONS shall be
added as follows:
"(a) Participations, Participant Interest Rate. Debtor
recognizes that an integral part of the financing under
this Agreement is Lender's participation with
Mercantile Business Credit, Inc. ("Participant"), and
Debtor consents to such participation, the extent of
which shall be equal to 50% of the advances hereunder
not to exceed $6,000,000.00 under this Agreement (or
such dollar limit as Lender and Participant may agree).
Such participation is subject to the execution of a
participation agreement in a form satisfactory to
Lender. The annual rate of interest charged to Debtor
on any advances subject to participation shall be 1.75%
plus the rate announced from time to time by Lender as
its "prime rate". Minor deviations above and below
such rate of interest will result from costs and fees
provided for in this Agreement, timing of the
settlement with Participant on any particular day,
clearance factors and the time of day of the
application of Collections. The time and manner of
settlement of any participation shall be within the
sole determination of Lender and Participant. In the
event a participation is terminated for any reason, the
rate of interest charged Debtor by Lender on any
advances in replacement of the participated advances
shall revert to that rate set forth in Section 1. LOANS
AND SECURITY INTEREST hereof; and Lender shall not be
obligated to fund Participant's prior share of the
advances. Notwithstanding the existence of or lack of
any participation, Lender shall not at any time lend
funds to Debtor in excess of Lender's lending limits.
Lender may distribute to Participant or potential
participants any information Lender may obtain
<PAGE>
<PAGE>
Exhibit 4
Hein-Werner Corporation
July 19, 1995
Page 4
regarding Debtor, the Collateral, this Agreement and
the Loan Documents between Debtor and Lender.
Debtoralso agrees to furnish Participant, upon request,
the same information Debtor provides to Lender."
8. The second sentence of subsection (a) of Section 9.
TERMINATION shall be amended to read:
"While this Agreement in effect, Debtor agrees to
borrow funds and pay, at minimum to Lender the Minimum
Monthly Charge specified in Section 1. LOANS AND
SECURITY INTEREST of this Agreement until June 30,
1997, and from year to year thereafter, unless Debtor
notifies Lender that it does not intend to extend the
Agreement for another year by giving Lender written
notice at least ninety (90) days prior to the
expiration of the then existing term of this
Agreement."
9. Subsection (d)(5) of Section 12. ADDITIONAL TERMS (as set
forth as Number 12(d)(5) on Exhibit A) shall be deleted.
10. Subsection (i) of Section 12. ADDITIONAL TERMS (as set forth
as Number 12(i) on Exhibit A) shall be deleted
In all other respects, the Agreement shall remain unchanged and
in full force and effect.
If the above agrees with your understanding and approval, please
indicate same by signing the original of this letter and
returning it to the undersigned. (NOTE: If you return executed
documents via facsimile, you must also return the original
executed documents. You agree FFS may rely on facsimile
signatures for all purposes and without any liability to you.)
If the preconditions (if any) to this amendment are not satisfied
or if this amendment letter is not executed and returned to FFS
on or before August 2, 1994, then the proposed amendments herein
may be withdrawn by FFS by written notice to you. The amendments
set forth herein and any accompanying documents will be deemed
effective and accepted in Milwaukee, Wisconsin, upon our receipt
of the executed documents.
<PAGE>
<PAGE>
Exhibit 4
Hein-Werner Corporation
July 19, 1995
Page 5
Sincerely,
Michael A. Hintz
Division Vice President
mkf
Enclosure
cc: Gilbert L. Southwell, III
Agreed to this 1st day of August, 1995.
HEIN-WERNER CORPORATION
Edward F. Duffy
Vice President
The undersigned guarantors of the indebtedness of Hein-Werner
Corporation hereby consent to the foregoing amendments and
confirm that their guaranties remain in full force and effect.
BLACKHAWK COLLISION REPAIR, INC.
Edward F. Duffy
Vice President
HEIN-WERNER OF CANADA, LTD.
Edward F. Duffy
Vice President
HEIN-WERNER EXPORT CORP.
Edward F. Duffy
Vice President
<PAGE>
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 11
Computation of Earnings per Share
($000 except per share data)
<CAPTION>
The three months ended The six months ended
----------------------- -----------------------
July 1, July 2, July 1, July 2,
1995 1994 1995 1994
----------------------- -----------------------
<S> <C> <C> <C> <C>
PRIMARY:
Wtd avg common shares outstanding 2,496 2,496 2,489 2,489
Common equivalent shares 10 0 2 0
----------------------- -----------------------
Wtd avg common shares and commom
equivalent shares outstanding 2,506 2,496 2,491 2,489
======================= =======================
Net income applicable to common shares $ 292 255 $ 714 378
======================= =======================
Prmiary earnings per share $ 0.12 0.10 $ 0.29 0.15
======================= =======================
FULLY DILUTED:
Wtd avg common shares outstanding 2,496 2,496 2,489 2,489
Common equivalent shares 10 0 10 0
Additional shares assuming conversion
of subordinated debentures 683 650 683 650
----------------------- -----------------------
Fully diluted wtd avg common shares and
common equivalent shares outstanding 3,189 3,146 3,182 3,139
======================= =======================
Net income for diluted common shares $ 382 345 $ 893 559
======================= =======================
Fully diluted earnings per share $ 0.12 0.11 $ 0.28 0.18
======================= =======================
----------------------------------------
<FN>
Common shares have been adjusted to give effect to the 5% stock dividend paid January 27,
1995.
The $4,500,000 8% Convertible Subordinated Notes are convertible to common shares at a price
of $6.59 per share after giving effect to the stock dividend paid January 27, 1995.
Earnings per common share and common equivalent share were computed by dividing the net
income by the weighted average number of shares of common stock and common stock equivalents
outstanding during the period.
Earnings per common share, assuming full dilution, is determined by assuming that at the
beginning of the period convertible notes were converted at the price per share in effect at
that time and common share options were excercised. As to the options, incremental shares
would be calculated using the treasury stock method, assuming common share purchases at the
greater of the average market price of the common shares for the period or the ending price
of the common shares.
</TABLE>
<PAGE>
<TABLE> <S> <C>
<PAGE>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEETS AS OF JULY 1, 1995, THE
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AMD THE SIX
MONTHS ENDED JULY 1, 1995, AND THE COMPUTATION OF EARNINGS PER
SHARE (EXHIBIT 11) FOR THE THREE AND THE SIX MONTHS ENDED JULY 1,
1995; AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUL-01-1995
<CASH> 90
<SECURITIES> 0
<RECEIVABLES> 22,256
<ALLOWANCES> 1,279
<INVENTORY> 16,988
<CURRENT-ASSETS> 39,103
<PP&E> 16,607
<DEPRECIATION> 11,302
<TOTAL-ASSETS> 47,427
<CURRENT-LIABILITIES> 17,494
<BONDS> 0
<COMMON> 2,504
0
0
<OTHER-SE> 13,421
<TOTAL-LIABILITY-AND-EQUITY> 47,427
<SALES> 36,067
<TOTAL-REVENUES> 36,067
<CGS> 23,031
<TOTAL-COSTS> 23,031
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 940
<INCOME-PRETAX> 751
<INCOME-TAX> 37
<INCOME-CONTINUING> 714
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 714
<EPS-PRIMARY> 0.29
<EPS-DILUTED> 0.28
<PAGE>
</TABLE>
