<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
----------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended 6/26/99.
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 0-4538
CYBEX INTERNATIONAL, INC.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1731581
- ---------------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Trotter Drive, Medway, Massachusetts 02053
- ---------------------------------------- -------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (508) 533-4300
----------------------------
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 [ ]
On July 31, 1999, the Registrant had outstanding 8,673,066 shares of Common
Stock, par value $0.10 per share, which is the registrant's only class of Common
Stock.
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
-----
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
(unaudited) Three and six months ended June 26, 1999
and June 27, 1998 3
Condensed Consolidated Balance Sheets June 26, 1999
(unaudited) and December 31, 1998 4
Condensed Consolidated Statements of Cash Flows
(unaudited)--Six months ended June 26, 1999 and
June 27, 1998 5
Notes to Condensed Consolidated Financial
Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosure about Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
</TABLE>
2
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------------- -------------------------------------
JUNE 26, 1999 JUNE 27, 1998(1) JUNE 26, 1999 JUNE 27, 1998(1)
--------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Net sales $27,576 $27,868 $61,015 $56,505
Cost of sales 17,047 18,012(a) 36,947 34,584(a)
--------------- --------------- --------------- -----------------
Gross profit 10,529 9,856 24,068 21,921
Selling, general and
administrative expenses 9,313 9,856 18,952 19,228
Nonrecurring charges -- 2,898(b) -- 2,898(b)
--------------- --------------- --------------- -----------------
Operating income (loss) 1,216 (2,898) 5,116 (205)
Interest income 85 183 206 357
Interest expense (754) (551) (1,521) (795)
--------------- --------------- --------------- -----------------
Income (loss) before income
taxes 547 (3,266) 3,801 (643)
Income tax provision (benefit) 224 (1,344) 1,558 (269)
--------------- --------------- --------------- -----------------
Net income (loss) $ 323 $(1,922) $ 2,243 $ (374)
=============== =============== =============== =================
Basic and diluted net income
(loss) per share $ .04 $ (.22) $ .26 $ (.04)
=============== =============== =============== =================
</TABLE>
(1) Includes the results of Tectrix from the May 21, 1998 acquisition date
through June 27, 1998.
(a) Includes $300 of costs related to the Cybex bike and $372 of costs related
to the Reactor product line which are considered unusual, nonrecurring or a
direct result of the Tectrix acquisition.
(b) Includes $1,435 of costs related to the Cybex bike, $952 of costs related to
the Reactor product line and $511 of other nonrecurring costs considered
unusual or a direct result of the Tectrix acquisition.
See notes to the condensed consolidated financial statements.
3
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
----------------------------------------
(in thousands, except share information)
<TABLE>
<CAPTION>
JUNE 26, DECEMBER 31,
1999 1998
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 2,632 $ 1,899
Accounts receivable, net of allowance
of $3,422 and $3,336 22,774 28,627
Lease receivables 588 694
Inventories 10,241 10,715
Deferred income taxes 5,669 5,669
Prepaid expenses and other 2,653 1,672
------------ ------------
Total current assets 44,557 49,276
Property, plant and equipment, net 21,162 18,467
Lease receivables 472 500
Goodwill, net 30,338 30,208
Deferred income taxes 4,957 6,515
Other assets 3,223 2,931
------------ ------------
$104,709 $107,897
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 3,895 $ 3,752
Accounts payable 5,946 7,610
Accrued expenses 14,491 17,933
Income taxes payable 1,213 1,209
------------ ------------
Total current liabilities 25,545 30,504
Long-term debt 34,902 35,174
Accrued warranty obligation and other 2,128 2,291
Total liabilities 62,575 67,969
------------ ------------
Stockholders' Equity:
Common Stock, $.10 par value, 20,000,000 shares
authorized, 8,894,724 shares issued 889 889
Additional paid-in capital 44,534 44,549
Treasury stock, at cost (221,658 and 216,058 shares) (2,274) (2,252)
Retained earnings (accumulated deficit) (1,015) (3,258)
------------ ------------
Total stockholders' equity 42,134 39,928
------------ ------------
$104,709 $107,897
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-----------------------
JUNE 26, JUNE 27,
1999 1998
-------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 2,243 $ (374)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,826 1,584
Non-cash nonrecurring charges -- 1,659
Provision for doubtful accounts 356 770
Deferred income taxes 1,556 (379)
Net change in other operating assets and liabilities (647) (880)
-------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,334 2,380
-------- ---------
INVESTING ACTIVITIES:
Purchases of property and equipment (3,825) (2,075)
Cash paid for Tectrix stock, net of cash acquired of $143 and
including transaction costs of $414 -- (21,331)
Tectrix earn-out payment (see Note 2) (538) --
-------- ---------
NET CASH USED IN INVESTING ACTIVITIES (4,363) (23,406)
-------- ---------
FINANCING ACTIVITIES:
Borrowings of term debt -- 25,000
Repayment of term debt (1,318) (9,157)
Net borrowings under the revolving loan 1,100 4,900
Deferred financing costs -- (517)
Purchase of treasury stock (20) (287)
Exercise of stock options -- 255
-------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (238) 20,194
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 733 (832)
CASH AND CASH EQUIVALENTS, beginning of period 1,899 6,689
-------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 2,632 $ 5,857
======== =========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
CYBEX INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
NOTE 1 -- BASIS OF PRESENTATION
Cybex International, Inc. (the "Company" or "Cybex"), is a strength and
cardiovascular fitness equipment company which develops, manufactures and
markets premium performance, professional quality, human performance products
for the commercial and consumer markets.
The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and changes in cash flows in conformity with
generally accepted accounting principles. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the six
months ended June 26, 1999, are not necessarily indicative of the results that
may be expected for the entire year.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
the Company's Reports filed with the Securities and Exchange Commission on Form
10-K for the year ended December 31, 1998, Form 10-Q filed for the quarter ended
March 27, 1999, Form 8-K filed June 2, 1998 and its proxy statement dated
April 16, 1999.
The three and six month periods ended June 26, 1999 include the results of
Tectrix Fitness Equipment, Inc. ("Tectrix") for the entire periods. The three
and six month periods ended June 27, 1998 include the results of Tectrix from
the May 21, 1998 acquisition date through June 27, 1998. (see Note 2)
NOTE 2 -- MERGERS AND ACQUISITIONS
TECTRIX INC. ACQUISITION
On May 21, 1998, Cybex entered into an agreement with Tectrix and its
stockholders whereby Cybex acquired all of the outstanding Common Stock of
Tectrix (the "Acquisition"). The purchase price consisted of cash of
$21,060,000, of which $2,670,000 was used to repay Tectrix debt, and a
promissory note in the amount of $2,004,000. In addition, the selling
stockholders have the right to receive aggregate additional payments of up to
$6,349,000 based on Tectrix's post-closing margin performance during the three-
year period following the Acquisition. As of December 31, 1998, $538,000 has
been earned under this right for the period from the Acquisition date to
December 31, 1998. The Acquisition has been accounted for using the purchase
method of accounting and the parties have made a Section 338(h)10 election for
the Acquisition to be accounted for as an asset purchase for income tax
purposes. In order to fund the Acquisition, Cybex entered into a credit
agreement, which provided for a term loan of $25,000,000 and revolving loans of
up to $26,700,000 (see Note 5).
6
<PAGE>
NOTE 3 -- UNUSUAL AND NONRECURRING MERGER-RELATED COSTS
During the second quarter of 1999, the Company received reimbursements relating
to costs associated with the Fuqua matter which were substantially offset by
expenses and other charges associated with finalizing this matter as well as
other obligations related to the Cybex/Trotter merger.
The second quarter and six months ended June 27, 1998 include unusual and
nonrecurring pre-tax costs of $3,570,000 comprised of a charge of $1,735,000,
(primarily for fixed assets and inventory write-offs, and warranty provisions
related to the Cybex branded bike in connection with the Tectrix acquisition), a
charge of $1,324,000 (primarily for the write-off of intangible assets and
inventory in connection with the Reactor product line), and a charge of $511,000
(for the write-off of costs which management considers unusual or a direct
result of the Tectrix acquisition including deferred financing costs in
connection with the Company's refinancing of it's credit agreement).
NOTE 4 -- INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out) or market and
consist of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 26, DECEMBER 31,
1999 1998
-------- -------------
<S> <C> <C>
Raw materials $ 5,838 $ 5,723
Work in process 476 1,251
Finished goods 3,927 3,741
-------- -------------
$10,241 $10,715
======== =============
</TABLE>
NOTE 5 -- CREDIT AGREEMENT
On May 21, 1998, the Company entered into a Credit Agreement with several banks
that consisted of a $26,700,000 revolving loan and a $25,000,000 term loan,
replacing its then existing Loan and Security Agreement. In May 1999, the
revolver was increased to $30,000,000. The revolver matures in May, 2004 and
the term loan matures in December, 2003. Borrowings under both the revolver and
term loans bear interest at the Company's option of either Base Rate (as
defined) or LIBOR plus 0.25% to 2.25%, adjusted based on the Company's level of
compliance with certain financial covenants, as defined.
As of June 26, 1999, $9,000,000 and $24,250,000 were outstanding under the
revolver and term loan, respectively. At June 26, 1999, $15,768,000 was
available under the revolver, after consideration of $5,232,000 in outstanding
standby letters of credit.
Borrowings under the credit facility are secured by substantially all of the
assets of the Company with certain exceptions, as defined.
7
<PAGE>
NOTE 6 -- EARNINGS PER SHARE
The table below sets forth a reconciliation of the shares used in the basic and
diluted income per share computations (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------------- ---------------------------------------
JUNE 26, 1999 JUNE 27, 1998 JUNE 26, 1999 JUNE 27, 1998
----------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Shares used in computing basic earnings
per share 8,675 8,664 8,677 8,667
Dilutive effect of options 2 -- 1 --
----------------- ---------------- ----------------- -----------------
Shares used in computing diluted earnings
per share 8,677 8,664 8,678 8,667
================= ================= ================= =================
</TABLE>
8
<PAGE>
NOTE 7 -- PRO FORMA
The following table summarizes the unaudited pro forma combined results of
operations for the six months ended June 27, 1998 as if the Acquisition had
occurred at the beginning of 1998:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------
JUNE 27, 1998
----------------
<S> <C>
Net Sales $67,594
Net Income (loss) from continuing operations $ (368)
Net income (loss) per share from continuing
operations $ (.04)
================
</TABLE>
The pro forma data for the six months ended June 27, 1998 excludes the Tectrix
Virtual Reality product and adjustments for certain duplicate costs, which were
a direct result of the Acquisition. The data does not include $1,435,000, or
$0.10 per share of nonrecurring charges expensed by the Company in the second
quarter of 1998 related to the Cybex bike but includes $2,135,000, or $0.14 per
share, of unusual costs primarily related to the Reactor product line.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
OVERVIEW
Cybex is a strength and cardiovascular fitness equipment company which develops,
manufactures and markets premium performance, professional quality, human
performance products for the commercial and consumer markets.
On May 21, 1998, Cybex entered into an agreement with Tectrix Fitness Equipment,
Inc. ("Tectrix") and its stockholders whereby Cybex acquired all of the
outstanding Common Stock of Tectrix (the "Acquisition").
Results for the three and six months ended June 26, 1999 include the results of
Tectrix for the entire period. Results for the three and six months ended June
27, 1998 include the results of Tectrix from the May 21, 1998 acquisition date
through June 27, 1998.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 26, 1999 VS. THREE AND SIX MONTHS ENDED JUNE 27,
1998.
NET SALES
Net sales of $27,576,000 for the three months ended June 26, 1999 were
relatively level compared to net sales of $27,868,000 for the comparable quarter
last year. Net sales for the six months ended June 26, 1999 were $61,015,000
compared to $56,505,000 for the comparable 1998 period. The increase is
primarily attributable to the inclusion of Tectrix sales for the entire period
in 1999 versus only one month in the 1998 period.
GROSS PROFIT
Gross profit excluding nonrecurring or unusual costs was essentially unchanged
for the three months ended June 26, 1999 and June 27, 1998 ($10,529,000 and
$10,528,000, respectively). Gross profit, excluding nonrecurring or unusual
costs, increased to $24,068,000 from $22,593,000 for the six months ended June
26, 1999 and June 27, 1998, respectively. The increase is due to the inclusion
of Tectrix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expense decreased to $9,313,000 from
$9,856,000 for the three months ended June 26, 1999 and June 27, 1998,
respectively. Selling, general and administrative expense decreased to
$18,952,000 from $19,228,000 for the six months ended June 26, 1999 and June 27,
1998. These declines are due to continuing cost management efforts.
INTEREST INCOME
Interest income declined for the three months and six months ended June 26, 1999
versus June 27, 1998 to $85,000 from $183,000 and $206,000 from $357,000,
respectively, due to lower average cash balances in the 1999 period.
10
<PAGE>
INTEREST EXPENSE
Interest expense increased for the three months and six months ended June 26,
1999 versus June 27, 1998 to $754,000 from $551,000 and $1,521,000 from
$795,000, respectively. The increase is primarily a function of the borrowing
related to the May 21, 1998 Tectrix Acquisition.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased to $2,632,000 at June 26, 1999 from
$1,899,000, at December 31, 1998. For the six months ended June 26, 1999, net
cash provided by operating activities was $5,334,000 compared to $2,380,000 for
the six months ended June 27, 1998 primarily due to higher earnings.
Cash used in investing activities of $4,363,000 for the six months ended June
26, 1999 resulted primarily from capital expenditures associated with the
Company's new Enterprise Resource Planning ("ERP") System.
On May 21, 1998, the Company entered into a Credit Agreement with several banks
that consisted of a $26,700,000 revolving loan and a $25,000,000 term loan
replacing its then existing Loan and Security Agreement. In May 1999, the
revolver loan was increased to $30,000,000. At June 26, 1999, there was
$15,768,000 available under the revolving loan after consideration of $5,232,000
in outstanding standby letters of credit. Additionally, the Company's finance
subsidiary is expected to continue to support working capital requirements
through periodic sales of its lease portfolios to third party financial
institutions.
Management believes that the cash flow from its operations and available
borrowings under its line of credit will be sufficient to meet its general
working capital and capital expenditure requirements in the near term.
YEAR 2000
The year 2000 computer issue creates certain risks for the Company, including
the functionality of internal systems and the availability of key products and
services.
Following the 1997 merger with Trotter Inc., the Company performed an analysis
of its then current information technology ("IT") and non-information technology
systems ("NIT") for manufacturing, finance, sales and marketing and human
resources. Such analysis led to a decision in late 1997 to replace all IT
systems in their entirety. Commencing in 1998, the Company began the
installation of a new ERP System and currently anticipates full implementation
in 1999. The Company expects the ERP system to be Year 2000 compliant. In the
NIT area, the Company has conducted an analysis of its operations to identify
potential problems and is in the process of remedial action on an as needed
basis.
Committed costs to date related to these replacement programs approximate $6.0
million. The Company currently expects that the total cost of these programs,
including both incremental spending and redeployed resources, will approximate
$6.5 million.
The Company has also surveyed its suppliers of products and services to
determine that the suppliers operations are Year 2000 capable, or where
applicable, to monitor their progress towards Year 2000 compatibility and to
identify alternative suppliers.
11
<PAGE>
In addition, the Company has commenced work on contingency planning to address
potential problem areas with internal systems, suppliers and other third
parties. It is expected that assessment, remediation and contingency planning
activities will be ongoing throughout the remainder of 1999 with the goal of
appropriately resolving all identifiable material internal systems and third
party issues in 1999.
Based on currently available information, management does not believe that the
Year 2000 matters discussed above related to internal systems or products sold
to customers will have a material adverse impact on the Company's financial
condition or overall trends in results of operations; however, it is uncertain
to what extent the Company may be affected by such matters. In addition, there
can be no assurance that the failure to ensure Year 2000 capability by a
supplier or another third party would not have a material adverse effect on the
Company.
CAUTIONARY STATEMENT FOR FORWARD LOOKING INFORMATION
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Operations may contain forward-looking statements.
There are a number of risks and uncertainties that could cause actual results to
differ materially from those anticipated by the statements made above. These
include, but are not limited to, competitive factors, technological and product
developments, market demand, and uncertainties relating to the consolidation of
the merged and acquired companies' businesses. Further information on these and
other factors which could affect the Company's financial results can be found in
the Company's Reports filed with the Securities and Exchange Commission on
Form 10-K for the year ended December 31, 1998, Form 10-Q for the quarter ended
March 27, 1999, Form 8-K filed June 2, 1998 and its proxy statement dated
April 16, 1999.
12
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
---------------------------------------------------------
There have been no material changes in quantitative and qualitative market risk
from the disclosure within the December 31, 1998 10-K which is incorporated here
by reference.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
KIRILA ET AL V. CYBEX INTERNATIONAL, INC. ET AL
-----------------------------------------------
See Part 1 Item 3 of the Company's Report on Form 10-K for the
year ended December 31, 1998 for a description of the proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on May
18, 1999. At the meeting, action was taken on the following
matters:
1. Joan Carter and Alan H. Weingarten were re-elected as directors
of the Company. The terms of office of John Aglialoro, James H.
Carll, Kay Knight Clarke, Peter C. Haines, Arthur W. Hicks and
Jerry Lee continued after the meeting.
2. The proposal to amend the Corporation's 1995 Stock Retainer
Plan for Non-Employee Directors to reserve an additional 75,000
shares of Common Stock for issuance thereunder was approved.
The number of shares cast for, against or withheld, as well as
the number of abstentions and broker non-votes, on each matter
considered at the meeting, were as follows:
<TABLE>
<CAPTION>
SHARES SHARES
VOTED VOTED SHARES ABSTENTIONS/BROKER
FOR AGAINST WITHHELD NON-VOTES
------------- ------------ ------------ --------------------
<S> <C> <C> <C> <C>
1. Election of Directors
Joan Carter 8,103,084 -- 95,450 --
Alan H. Weingarten 8,098,484 -- 100,050 --
2. Approval of Amendment to 8,016,665 146,453 -- 35,416
the 1995 Stock Retainer
Plan for Non-Employee
Directors
</TABLE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
27 Financial Data Schedule (Filed herewith)
(b) Reports on Form 8-K
-------------------
None
14
<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.
CYBEX International, Inc.
--------------------------------
By: /s/ Peter C. Haines
--------------------------------
August 10, 1999 Peter C. Haines
President and Chief Executive
Officer
By: /s/ William S. Hurley
--------------------------------
August 10, 1999 William S. Hurley
Vice President and Chief
Financial Officer
15
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
----------- -----------
(a) Exhibits
--------
27 Financial Data Schedule. (Filed herewith)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE BODY OF THE FORM 10-Q AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-26-1999
<CASH> 2,632
<SECURITIES> 0
<RECEIVABLES> 26,196
<ALLOWANCES> 3,422
<INVENTORY> 10,241
<CURRENT-ASSETS> 44,557
<PP&E> 38,965
<DEPRECIATION> 17,803
<TOTAL-ASSETS> 104,709
<CURRENT-LIABILITIES> 25,545
<BONDS> 38,797
0
0
<COMMON> 889
<OTHER-SE> 41,245
<TOTAL-LIABILITY-AND-EQUITY> 104,709
<SALES> 61,015
<TOTAL-REVENUES> 61,015
<CGS> 36,947
<TOTAL-COSTS> 55,899
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,315
<INCOME-PRETAX> 3,801
<INCOME-TAX> 1,558
<INCOME-CONTINUING> 2,243
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,243
<EPS-BASIC> .26
<EPS-DILUTED> .26
</TABLE>
