<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
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 APRIL 4, 1998
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 O-13198
MORTON INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 38-0811650
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1021 W. BIRCHWOOD, MORTON, ILLINOIS 61550
(Address of principal executive offices)
(309) 266-7176
(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
--- ---
<TABLE>
<CAPTION>
Outstanding as of
May 4, 1998
-----------
<S> <C>
Class A Common Stock, $.01 par value 3,801,944
Class B Common Stock, $.01 par value 200,000
</TABLE>
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MORTON INDUSTRIAL GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Quarters Ended April 4, 1998 and March 29, 1997
(Dollars In Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Net sales $ 30,672 $ 22,474
Cost of sales 25,956 19,811
--------- ---------
Gross profit 4,716 2,663
--------- ---------
Operating expenses
Selling expenses 767 487
Administrative expenses 2,395 1,274
--------- ---------
Total operating expenses 3,162 1,761
--------- ---------
Operating income 1,554 902
--------- ---------
Other income (expense)
Interest expense (546) (807)
Miscellaneous 22 12
--------- ---------
Total other income (expense) (524) (795)
--------- ---------
Earnings before income taxes 1,030 107
Income taxes 72 41
--------- ---------
Net earnings $ 958 $ 66
========= =========
Earnings per Share
Basic $ 0.24 $ 0.03
========= =========
Diluted $ 0.20 $ 0.02
========= =========
Weighted average number of shares
Basic 4,001,944 1,944,444
========= =========
Diluted 4,687,917 3,327,015
========= =========
</TABLE>
These consolidated condensed financial statements should be read only
in connection with the accompanying notes to consolidated condensed financial
statements.
<PAGE> 3
MORTON INDUSTRIAL GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
April 4, 1998 and December 31, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
April 4
1998 December 31
(Unaudited) 1997
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 1,069 $ 138
Accounts, notes and other receivables, less allowance for
doubtful accounts of $100 in 1998 and 1997 12,977 7,668
Inventories 10,602 7,510
Prepaid expenses 1,420 815
Refundable income taxes 994 2,060
Deferred income taxes 1,421 70
----------- -----------
Total current assets 28,483 18,261
----------- -----------
Deferred income taxes 2,263 114
----------- -----------
Property, plant and equipment, net of accumulated depreciation 24,456 18,813
----------- -----------
Other 3,317 2,200
----------- -----------
$58,519 $ 39,388
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Note payable to bank $18,000 $ 6,740
Current installments of long-term debt, obligations
under capital leases and covenants payable 2,378 2,390
Accounts payable 14,697 11,892
Accrued salaries and wages 1,242 4,615
Other accrued expenses 1,840 3,939
----------- -----------
Total current liabilities 38,157 29,576
----------- -----------
Long-term debt, excluding current installments 12,587 23,000
----------- -----------
Obligations under capital leases, excluding current installment 187 221
----------- -----------
Other 2,056 143
----------- -----------
Total liabilities 52,987 52,940
----------- -----------
Stockholders' Equity (Deficit)
Class A common stock 38 51
Class B common stock 2 1
Additional paid-in capital 19,308 1,203
Retained earnings (deficit) (13,816) (2,037)
Treasury stock - (12,770)
----------- -----------
Total stockholders' equity (deficit) 5,532 (13,552)
----------- -----------
$58,519 $ 39,388
=========== ===========
</TABLE>
These consolidated condensed financial statements should be read only in
connection with the accompanying notes to consolidated condensed financial
statements.
<PAGE> 4
MORTON INDUSTRIAL GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
For the Quarters Ended April 4, 1998 and March 29, 1997
(Dollars In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- ---------
<S> <C> <C>
Net cash provided by (used in) operating activities (6,379) 1,307
Cash flows from investing activities
Capital expenditures (2,097) (1,512)
Carroll George Inc. acquisition (5,568) -
Cash received in merger with MLX Corp. 16,241 -
Other 250 -
---------- ---------
Net cash provided by (used in) investing activities 8,826 (1,512)
---------- ---------
Cash flows from financing activities
Proceeds from issuance of note payable to bank 29,800 20,579
Principal payments on note payable to bank (19,811) (20,238)
Cash received on exercised options 358 -
Proceeds from issuance of long-term debt 15,000 -
Principal payments on long-term debt (26,765) -
Other (98) (78)
---------- ---------
Net cash provided by (used in) financing activities (1,516) 263
---------- ---------
Net increase in cash 931 58
Cash at beginning of period 138 58
---------- ---------
Cash at end of period $ 1,069 $ 116
========== =========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest $ 1,637 $ 1,526
========== =========
Income taxes $ - $ 237
========== =========
</TABLE>
These consolidated condensed financial statements should be read only in
connection with the accompanying notes to consolidated condensed financial
statements.
<PAGE> 5
MORTON INDUSTRIAL GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
For the Quarters Ended April 4, 1998 and March 29, 1997
(Unaudited)
(1) Background - On January 20, 1998, Morton Metalcraft Holding Co. and
Subsidiaries ("Morton") merged (the "Merger") with MLX Corp. ("MLX"), with
MLX being the surviving corporation. As a result of the Merger, Morton
ceased to exist as a separate corporate entity and MLX amended its
Articles of Incorporation to change the corporate name of MLX to Morton
Industrial Group, Inc. The Merger, for accounting and reporting purposes,
was treated as a purchase in accordance with generally accepted accounting
principles and constituted a reverse acquisition. The historical
financial statements of Morton Metalcraft Holding Co., after the date of
the Merger, become the historical financial statements of Morton
Industrial Group, Inc. as the result of this reverse merger.
(2) Nature of Business -- The Company, operating through its subsidiaries, is
a contract manufacturer and supplier of high-quality fabricated sheet
metal and plastic components and subassemblies for construction,
agricultural, and industrial equipment manufacturers located primarily in
the Midwestern and Southeastern United States.
(3) Interim Financial Data -- The consolidated condensed financial statements
at April 4, 1998, and March 29, 1997, and for the quarters then ended are
unaudited and reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position,
operating results, and cash flows for the interim periods indicated. The
Company's fiscal quarters end on a Saturday (nearest to a quarter end)
except for the fourth quarter which ends on December 31. For the quarter
ended April 4, 1998, there were 66 shipping days, whereas, the quarter
ended March 29, 1997, had 60 shipping days. Results of operations for the
interim periods are not necessarily indicative of the results of
operations for the full fiscal year. The consolidated condensed financial
statements should be read in connection with the consolidated financial
statements and notes thereto, together with management's discussion of
financial condition and results of operations of Morton Metalcraft Holding
Co., contained in Exhibit 99.1 of MLX Corp.'s 1997 Form 10-K.
(4) Income Taxes -- The Company has not recorded any provision for federal
income taxes for the quarter ended April 4, 1998, due to the utilization
of certain net operating loss carryforwards. These net operating loss
carryforwards were acquired as part of the merger with MLX Corp. The
Company has provided for state income taxes.
(5) Acquisitions -- On March 30, 1998, the Company acquired all of the
outstanding shares of common stock of Carroll George Inc. The Company
paid a total purchase price was $ 8.1 million, including payment of all of
Carroll George Inc.'s revolving credit and term loan debt.
The unaudited proforma consolidated statement of income for the quarter
ended April 4, 1998, has been prepared by consolidating the statements of
income of the Company and Carroll George Inc. for the quarter ended April
4, 1998 (dollars in thousands, except per share data):
<TABLE>
<S> <C>
Proforma revenues $37,613
Proforma net income 765
Proforma net income per share -- basic $.19
Proforma net income per share - diluted .16
</TABLE>
Proforma adjustments have been applied to reflect the purchase of Carroll
George Inc., including additional interest expense.
The above proforma financial data is based on management's preliminary
assumptions regarding purchase accounting adjustments for the Carroll
George Inc. acquisition based on currently available information. The
final allocation of the purchase price for this acquisition will be
adjusted to the extent that actual amounts differ from management's
estimates. The Company will file the financial statements of Carroll
George Inc. and additional proforma information with the Securities and
Exchange Commission on Form 8-K/A within 75 days after March 30, 1998.
<PAGE> 6
(6) The Company's inventory, in thousands of dollars, as of April 4, 1998, and
December 31, 1997, is summarized as follows:
<TABLE>
<CAPTION>
April 4, December 31,
1998 1997
<S> <C> <C>
Raw materials, purchased parts
and manufactured components $ 5,772 $3,349
Work-in-process 2,699 1,573
Finished goods 2,131 2,588
------- ------
Total $10,602 $7,510
======= ======
</TABLE>
(7) Earnings Per Share -- the following reflects the reconciliation of the
numerators and denominators of the earnings per share and the earnings per
share assuming dilution computations:
Quarter Ended April 4, 1998
---------------------------
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Basic income per share $958,000 4,001,944 $.24
Effect of dilutive securities,
stock options 685,973
---------
Diluted income per share 4,687,917 $.20
=========
</TABLE>
Quarter Ended March 29, 1997
----------------------------
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Basic income per share $ 66,000 1,944,444 $.03
Effect of dilutive securities:
Stock options 722,222
Warrants 666,666
---------
Diluted income per share 3,327,015 $.02
=========
</TABLE>
(8) Subsequent Events--On April 8, 1998, the Company acquired all of the
outstanding shares of common stock of B&W Metal Fabricators, Inc. for $8.5
million, including the retirement of B&W indebtedness. This transaction
was financed by cash payments of $ 4.9 million, and the balance in the
form of unsecured subordinated notes. The subordinated notes bear
interest at 7.00% per annum and are payable in 40 equal quarterly
installments beginning July 8, 1998..
On April 27, 1998, the Company announced that it had entered into a Stock
Purchase Agreement with the owners of Mid-Central Plastics, Inc., a
supplier of injection molded custom plastic components for manufacturers
of agricultural equipment, recreational equipment, appliances, HVAC
systems and furniture. Subject to its completion of due diligence,
Hart-Scott-Rodino clearance, receipt of a satisfactory financing
commitment, and other conditions of closing, the Company plans to close
this acquisition at or before the end of the second quarter, 1998.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis describes changes in the Company's
financial condition since December 31, 1997. The analysis of results of
operations compares the quarter ended April 4, 1998, with the corresponding
quarter of 1997.
RESULTS OF OPERATIONS
FIRST QUARTER, 1998 VERSUS FIRST QUARTER, 1997
Revenues for the first quarter, 1998 were $30.7 million compared to $22.5
million for the first quarter of 1997, an increase of $8.2 million or 36.5%.
The increase resulted primarily from sales of components and subassemblies used
in industrial and agricultural machinery. Sales to Deere & Co. and
Caterpillar, Inc. were approximately 94% and 85% of the Company's revenues for
the first quarters, 1998 and 1997, respectively. For the first quarter, 1998,
there were 66 shipping days, while the first quarter of 1997 contained 60
shipping days, and the average sales per shipping day were approximately
$465,000 and $375,000 for the first quarters of 1998 and 1997, respectively.
The Company's North Carolina facility was operational during the first quarter
of 1998; during the first quarter of 1997, it was under construction. The
revenues attributable to that facility for the first quarter, 1998 were
approximately $4.3 million.
The Company's gross profits for the first quarter, 1998 increased by
approximately $2.1 million or 77.1% over the same three months in 1997. This
increase resulted primarily from additional sales of components and
subassemblies used in industrial and agricultural machinery. For the
comparable periods, the Company's gross profit percentage increased from 11.8%
to 15.4%. This increase was the result of increased productivity at the Morton
and Peoria, Illinois plants, improved labor efficiency and better material use
stemming from investments in production technology, including laser cutting
technology. The Company continues to incur costs, including labor
inefficiencies and training, associated with the start-up and rapid growth of
its North Carolina facility that reduces the Company's gross profits.
The Company's management has introduced a program to address these costs and is
vigorously implementing it. The Company has also made progress in establishing
relationships with material suppliers located in the Southeast who meet the
Company's requirements, but the Company continues to incur costs to transfer
supplies, including steel, to North Carolina from suppliers in the Midwest.
The Company expects that the North Carolina facility will continue to
experience higher costs than the Company's Illinois plants for most of calendar
year 1998.
Selling and administrative expenses for the first quarter, 1998 amounted
to $3.2 million, or 10.3% of net sales compared to $1.8 million, or 7.8% of
sales for the first quarter of 1997. This increase is attributable primarily
to costs associated with operating as a publicly-traded entity (first quarter,
1998) versus operating as a non-public entity (first quarter, 1997), including
professional, consulting and administrative costs. The company also incurred
additional costs for engineering and customer service related to the increase
in sales volume.
Interest expense for the first quarter, 1998 was $ .5 million, a decrease
of $ .3 million compared to the first quarter of 1997. This decrease was due
primarily to lower average amounts of outstanding debt and lower interest rates
on the outstanding debt. The Company expects that its interest costs in the
second and subsequent quarters will increase materially as a result of its
borrowings to finance acquisitions.
Income tax expense of approximately $70,000 was provided on pre-tax income
of $1.0 million, for an effective tax rate of 7% that reflects the use of
certain net operating loss carryforwards. For the first quarter of 1997,
income taxes of approximately $40,000 were provided on pre-tax income of
$100,000 for an effective tax rate of 40%.
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated working capital at April 4, 1998 was $(9.7)
million compared to $(11.3) million at December 31, 1997, the Company's
preceding fiscal year end. This represents an increase in working capital of
approximately $1.6 million. This change was due to a number of factors,
including an increase in cash of $1.0 million; increases in accounts receivable
and inventories of approximately $5.3 million and $3.1 million, respectively,
related to increasing sales and the acquisition of Carroll George Inc.; and the
reduction of accrued expenses and accounts payable of approximately $2.7
million, partially offset by the reclassification of long-term debt to
revolving debt of approximately $11 million.
The Company received a cash infusion from the merger with MLX Corp. of
approximately $16.0 million. This cash was used in operations, for the
purchase of equipment and for the temporary paydown of debt.
The Carroll George Inc. acquisition closed on March 30, 1998. The total
purchase price and cash required to retire debt of Carroll George, Inc.
amounted to $8.1 million. This cash requirement was financed by a draw on the
Company's bank line of credit. That debt is classified as Note Payable to Bank
in the accompanying balance sheet.
The B&W Metal Fabricators, Inc. acquisition, closed on April 8, 1998. The
total purchase price was $8.5 million, including the retirement of B&W
indebtedness. The transaction was financed by cash payments of $4.9 million,
and the balance in the form of unsecured subordinated notes payable to the B&W
Metal Fabricators, Inc. shareholders. This cash requirement was financed by a
draw on the Company's bank line of credit.
The Mid-Central Plastics, Inc. agreement, signed April 27, 1998, is
expected to close no later than the end of the second quarter, 1998. Closure
of this transaction is subject to several factors, including the Company's
receipt of a satisfactory financing commitment for the refinancing of existing
debt plus an increased borrowing facility.
The Company incurred $2.1 million of capital expenditures during the first
quarter, 1998, primarily for purchases of manufacturing equipment.
The Company currently anticipates making approximately $10.0 million of
capital expenditures during the remaining three quarters of calendar year 1998.
These expenditures will be funded from the cash flow provided by operations
and funds available under the Company's line-of-credit facility. Planned
expenditures include plant expansion and the purchase of fabrication equipment,
including presses, pressbrakes and other new equipment. The Company expects to
re-evaluate its capital expenditure budget from time-to-time to respond to
acquisitions and changes in sales levels.
The Company believes that it can meet its current operating liquidity
requirements from cash generated from operations and borrowing under its
existing bank facility. Cash from operations and a refinanced and expanded
facility will, however, be required to permit the Company to conclude the
Mid-Central Plastics, Inc. acquisition and meet its resulting operating
liquidity needs.
YEAR 2000 COMPLIANCE
The Company has completed an internal assessment of its information
systems to determine year 2000 compliance. While the Company's design,
business and application software and hardware will be able to perform in the
year 2000 and beyond, certain personal computers used for workplace data
collection and certain Company-developed software require revision to perform
in 2000. The Company estimates that the revisions will cost a maximum of
$300,000. The Company has acquired software to help it identify the changes
required to Company-developed software. The Company expects to be fully year
2000 compliant by September 30, 1999.
The Company is also in the process of surveying its suppliers' and
customers' year 2000 compliance. While the Company has no reason to believe
that its major customers and suppliers will not be year 2000 compliant by the
end of 1999, there will exist uncertainty about the matter until the Company
completes its survey. Noncompliance by a major customer or supplier could
materially and adversely affect the Company's business.
<PAGE> 9
RECENTLY RELEASED ACCOUNTING AND REPORTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 132 -- Employers' Disclosures
about Pensions and Other Postretirement Benefits does not address recognition
or measurement issues, but provides additional information to facilitate
financial analysis and eliminates certain disclosures which are no longer
useful. SFAS 132 is applicable to the Company beginning with its year-end
reporting beginning in 1999. As SFAS 132 deals with financial disclosure, the
Company does not anticipate the adoption of this new standard will be
significant.
FORWARD LOOKING STATEMENTS
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995. This Form 10-Q contains forward looking statements (within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934), including, but not limited to, statements related to the
Company's beliefs, expectations or intentions. These statements involve risk
and uncertainties that may cause the Company's actual results to differ
significantly from those expected, suggested or projected. Factors that could
contribute to such differences include, but are not limited to, competition
with other fabricators, the risks associated with the Company's acquisition
strategy, including unanticipated problems, difficulties in integrating
acquired businesses, diversion of management's attention from daily operations,
possible increased interest costs, and possible adverse effects on earnings
resulting from increased goodwill amortization, introduction of new
technologies that require significant capital expenditures and general economic
and business conditions.
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
As previously reported in its Current Report on Form 8-K filed with the
Securities and Exchange Commission ("Commission") on February 4, 1998, MLX
Corp., the Company's predecessor, amended its Articles of Incorporation on
January 20, 1998, to reclassify its previously existing common stock into Class
A Common Stock and to create a series of Class B Common Stock. For more
information about the reclassification and the relative rights of the Class A
Common Stock and the Class B Common Stock, see the Current Report on Form 8-K
referenced above and the Definitive Proxy Statement on Schedule 14A filed by
MLX Corp. with Commission on January 6, 1998.
On January 20, 1998, immediately following the reclassification described
above, Morton Metalcraft Holding Co. ("Holding") merged with and into MLX
Corp., which changed its name to Morton Industrial Group, Inc., (the
"Company"). In connection with the merger, the Company issued Mr. William D.
Morton 1,218,990 shares of Class A Common Stock and 100,000 shares of Class B
Common Stock in exchange for an equivalent number of shares of Holding's Class
A Common Stock and Class B Common Stock owned by Mr. Morton. Mr. Morton was
the Chairman, President and Chief Executive Officer of Holding and assumed the
same positions with the Company upon the effectiveness of the merger. The
Company also issued Mr. Mark W. Mealy, a director of Holding, 13,333 shares of
Class A Common Stock in exchange for an equivalent number of shares of
Holding's Class A Common Stock owned by Mr. Mealy. Upon the effectiveness of
the merger, Mr. Mealy became a director of the Company. The Company issued its
shares of Class A Common Stock to Mr. Mealy and Class A Common Stock and Class
B Common Stock to Mr. Morton in reliance upon the exemption from the
registration requirements of the Securities Act of 1933 provided by Section
4(2) of the Act.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
MLX Corp. shareholders held a special meeting on January 19, 1998 to act upon
the amendment of MLX Corp.'s Articles of Incorporation described above, the
merger with Holding, and the MLX Corp. 1997 Stock Option Plan. The results of
the shareholders' votes on each of these matters appear in the following table:
<TABLE>
<CAPTION>
Votes Votes Votes
For Against Withheld
--------- ------- --------
<S> <C> <C> <C>
An amendment of the Articles of
Incorporation 1,524,698 52,986 926
Adoption of the Agreement and
Plan of Merger 1,524,602 53,022 986
Adoption of the MLX Corp.
1997 Stock Option Plan 1,504,955 72,566 1,089
</TABLE>
ITEM 5. OTHER INFORMATION
None.
<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
2. None.
3. None.
10. None.
11. The computation can be determined from this report.
15. None.
18. None.
19. None.
22. None.
23. None.
24. None.
27. Financial data schedule.
(B) Reports on Form 8-K
1. Filed on February 4, 1998, announcing the merger of MLX. Corp. with
Morton Metalcraft Holding Co.
2. Filed on March 17, 1998, announcing the Company's agreement to
acquire all of the common stock of Carroll George, Inc.
3. Filed on April 14, 1998, announcing the acquisition of the common
stock of B&W Metal Fabrications, Inc., and announcing the closing
of the Carroll George Inc. acquisition.
4. Filed on April 16, 1998, announcing the selection of Clifton
Gunderson L.L.C. as the Company's auditors for the year ended
December 31, 1998, and an amendment thereto, filed on Form 8-K/A
on April 22, 1998.
5. Filed on May 8, 1998, announcing the Company's agreement to
acquire all of the common stock of Mid-Central Plastics, Inc.
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.
MORTON INDUSTRIAL GROUP, INC.
Dated: May 19, 1998 /s/ Daryl R. Lindemann
-----------------------------------------------
Daryl R. Lindemann
Vice President-Finance, Treasurer and Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> APR-04-1998
<EXCHANGE RATE> 1
<CASH> 1,069
<SECURITIES> 0
<RECEIVABLES> 13,077
<ALLOWANCES> (100)
<INVENTORY> 10,602
<CURRENT-ASSETS> 28,483
<PP&E> 36,521
<DEPRECIATION> 12,065
<TOTAL-ASSETS> 58,519
<CURRENT-LIABILITIES> 38,157
<BONDS> 12,774
0
0
<COMMON> 40
<OTHER-SE> 5,492
<TOTAL-LIABILITY-AND-EQUITY> 58,519
<SALES> 30,672
<TOTAL-REVENUES> 30,672
<CGS> 25,956
<TOTAL-COSTS> 25,956
<OTHER-EXPENSES> 3,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 546
<INCOME-PRETAX> 1,030
<INCOME-TAX> 72
<INCOME-CONTINUING> 958
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 958
<EPS-PRIMARY> .24
<EPS-DILUTED> .20
</TABLE>
