SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: June 30, 1999
Commission file number: 1-448
MESTEK, INC.
Pennsylvania Corporation
I.R.S. Employer Identification No.
25-0661650
260 North Elm Street
Westfield, Massachusetts 01085
Telephone: (413) 568-9571
The Registrant 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 and has
been subject to such filing requirements for the past 90 days.
The number of shares of Common Stock outstanding as of July 27, 1999, was
8,873,105.
<PAGE>
MESTEK, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED JUNE 30, 1999
INDEX
PART I - FINANCIAL INFORMATION Page No.
--------
Condensed consolidated balance sheets at June 30, 1999
and December 31, 1998 3 - 4
Condensed consolidated statements of income for the three months
ended June 30, 1999 and 1998 and
the six months ended June 30, 1999 and 1998 5
Condensed consolidated statements of cash flows for the six
months ended June 30, 1999 and 1998 6
Condensed consolidated statement of changes in shareholders' equity
for the period from January 1, 1998 through June 30, 1999 7
Notes to the condensed consolidated financial statements 8-12
Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 14
Item 7 - Submission of Matters to a Vote of Security Holders 14
Statement of Computation of Per share Earnings 15
SIGNATURE 15
In the opinion of management, the information contained herein reflects all
adjustments necessary to make the results of operations for the interim periods
a fair statement of such operations. All such adjustments are of a normal
recurring nature.
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
MESTEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, Dec. 31,
1999 1998
--------- ---------
(Dollars in thousands)
ASSETS
Current Assets
$ 1,384 $ 3,777
Accounts Receivable - less allowances of,
$4,122 and $3,443 respectively 57,657 55,443
Unbilled Accounts Receivable 271 286
Inventories 57,116 52,980
Other Current Assets 6,287 5,103
--------- ---------
Total Current Assets 122,715 117,589
Property and Equipment - net 69,088 55,841
Other Assets and Deferred Charges - net 7,401 7,148
Excess of Cost over Net Assets of Acquired Companies 30,822 24,565
--------- ---------
Total Assets $230,026 $205,143
========= =========
See the Notes to Condensed Consolidated Financial Statements.
Continued on next page
3
<PAGE>
MESTEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(Unaudited)
June 30, Dec. 31,
1999 1998
--------- ---------
(Dollars in thousands)
LIABILITIES, AND SHAREHOLDERS' EQUITY
Current Liabilities
Current Portion of Long-Term Debt $ 39,844 $ 12,750
Accounts Payable 13,113 20,126
Accrued Compensation 3,969 6,187
Accrued Commissions 3,472 3,985
Progress Billings in Excess
of Cost and Estimated Earnings 3,188 3,150
Customer Deposits 4,549 5,746
Other Accrued Liabilities 18,139 16,230
--------- ---------
Total Current Liabilities 86,274 68,174
Long-Term Debt 394 438
Other Liabilities 323 370
--------- ---------
Total Liabilities 86,991 68,982
--------- ---------
Minority Interests 2,939 2,863
--------- ---------
Shareholders' Equity
Common Stock - no par, stated value $0.05 per share,
9,610,135 shares issued 479 479
Paid in Capital 15,434 15,434
Retained Earnings 132,387 125,263
Treasury Shares, at cost, (737,030 and 719,830
common shares, respectively) (7,129) (6,790)
Cumulative Translation Adjustment (1,075) (1,088)
--------- ---------
Total Shareholders' Equity 140,096 133,298
--------- ---------
Total Liabilities, and Shareholders' Equity $230,026 $205,143
========= =========
See the Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
MESTEK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
------- -------- -------- --------
(In thousands, except for share amounts)
Net Sales $84,508 $73,780 $162,070 $145,414
Net Service Revenues 5,025 3,908 9,489 7,923
-------- -------- -------- --------
Total Revenues 89,533 77,688 171,559 153,337
Cost of Goods Sold 60,825 53,585 116,794 105,473
Cost of Service Revenues 2,578 2,496 5,600 5,085
-------- -------- -------- --------
Gross Profit 26,130 21,607 49,165 42,779
Selling Expense 12,128 10,386 22,847 20,139
General and Administrative Expense 4,677 4,077 8,708 7,784
Engineering Expense 2,982 2,197 5,134 4,185
-------- -------- -------- --------
Operating Profit 6,343 4,947 12,476 10,671
Interest Expense (587) (287) (846) (446)
Other Income (Expense) - net 28 (162) (155) (289)
-------- -------- -------- --------
Income Before Income Taxes 5,784 4,498 11,475 9,936
Income Taxes 2,179 1,666 4,351 3,734
-------- -------- -------- --------
Net Income $3,605 $2,832 $7,124 $6,202
======== ======== ======== ========
Basic Earnings Per Common Share $.41 $.32 $.80 $.69
======== ======== ======== ========
Basic Weighted Average
Shares Outstanding 8,873 8,925 8,877 8,926
======== ======== ======== ========
Diluted Earnings Per Common Share $.41 $.32 $.80 $.69
======== ======== ======== ========
Diluted Weighted Average
Shares Outstanding 8,900 8,956 8,904 8,953
======== ======== ======== ========
See the Notes to Condensed Consolidated Financial Statements.
Note: Year to date June 30, 1999 and June 30, 1998 earning per share figures
do not equal the sum of individual quarters due to rounding differences.
5
<PAGE>
MESTEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
1999 1998
--------- ---------
(Dollars in thousands)
Cash Flows from Operating Activities:
Net Income $ 7,124 $ 6,202
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 4,971 3,903
Provision for Losses on Accounts Receivable 416 301
Change in Assets & Liabilities:
Cash Flows Provided by (Used in) Changes In:
Accounts Receivable 1,508 4,044
Unbilled Accounts Receivable 15 17
Inventory (418) (6,744)
Other Assets 280 (991)
Accounts Payable (8,031) (3,087)
Progress Billings 38 (409)
Other Liabilities (3,437) (2,379)
--------- ---------
Net Cash Provided by Operating Activities 2,466 857
--------- ---------
Cash Flows from Investing Activities:
Capital Expenditures (6,164) (5,121)
Acquisition of Businesses (net of cash acquired) (25,495) ( 3,096)
--------- ---------
Net Cash Used in Investing Activities (31,659) (8,217)
--------- ---------
Cash Flows from Financing Activities:
Net Borrowings Under Line of Credit Agreements 27,092 24,898
Principal Payments Under Long Term Debt Obligations (42) (15,040)
Increase in Minority Interests 76 141
Repurchase of Common Stock (339) (121)
Cumulative Translation Adjustments 13 (26)
--------- ---------
Net Cash Provided by Financing Activities 26,800 8,152
--------- ---------
Net (Decrease) Increase in Cash and Cash Equivalents (2,393) 792
Cash and Cash Equivalents - Beginning of Period 3,777 2,494
--------- ---------
Cash and Cash Equivalents - End of Period $1,384 $3,286
========= =========
See the Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
<TABLE>
MESTEK, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
For the period January 1, 1998 through June 30, 1999
<CAPTION>
Additional Cumulative
Common Paid In Retained Treasury Translation
Stock Capital Earnings Shares Adjustment Total
<S> <C> <C> <C> <C> <C> <C>
Balance - January 1, 1998 $479 $15,434 $109,199 ($6,109) ($996) $118,007
Net Income 16,064 16,064
Common Stock Repurchased (681) (681)
Cumulative Translation Adjustment (92) (92)
--------- -------- --------- -------- --------- ---------
Balance - December 31, 1998 $479 $15,434 $125,263 ($6,790) ($1,088) $133,298
Net Income 7,124 7,124
Common Stock Repurchased (339) (339)
Cumulative Translation Adjustment 13 13
--------- -------- --------- -------- --------- ---------
Balance - June 30, 1999 $479 $15,434 $132,387 ($7,129) ($1,075) $140,096
========= ======== ========= ======== ========= =========
See the Notes to Condensed Consolidated Financial Statements.
</TABLE>
7
<PAGE>
MESTEK, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Significant Accounting Policies
Basis of Presentation
The condensed consolidated financial statements include the accounts of the
company and its wholly-owned subsidiaries. In the opinion of management, the
financial statements include all material adjustments, consisting solely of
normal recurring adjustments, necessary for a fair presentation of the Company's
financial position, results of operations and cash flows. The results of this
interim period are not necessarily indicative of results for the entire year.
Inventories
Inventories are valued at the lower of cost or market. Cost of inventories is
determined principally by the last-in, first-out (LIFO) method.
Income Taxes
Provisions for income tax in the amounts of $ 2,179,000 and $ 1,666,000 were
recorded for the three month period ended June 30, 1999 and 1998, respectively.
Goodwill
The Company amortizes Goodwill on the straight line basis over the estimated
period to be benefitted. The acquisitions of National Northeast Corporation,
National Southeast Aluminum Corporation, and Heat Exchangers, Inc. in 1995
resulted in Goodwill of $11,118,000 which is being amortized over 25 years. The
acquisitions of Rowe Machinery & Automation, Inc., and Omega Flex, Inc. in 1996
resulted in Goodwill of $7,729,000 which is being amortized over 25 years. The
acquisition of Hill Engineering, Inc. on January 31, 1997, resulted in Goodwill
of $2,892,000 which is being amortized over 25 years. The acquisition of
Anemostat, as more fully described in Note 2, resulted in Goodwill of
approximately $6,800,000, which is being amortized over 25 years. The Company
continually evaluates the carrying value of Goodwill. Any impairments would be
recognized when the expected discounted future operating cash flows derived
from such Goodwill is less than their carrying value.
Reclassification
Reclassifications are made periodically to previously issued financial
statements to conform with the current year presentation.
8
<PAGE>
Note 2 - Business Acquisition
On March 26, 1999, the Company acquired substantially all of the operating
assets of the Anemostat Products and Anemostat-West Divisions of Dynamics
Corporation of America, (collectively, Anemostat), a wholly-owned subsidiary of
CTS Corporation. Anemostat manufactures commercial air distribution products
(grilles, registers, diffusers and VAV boxes); security air distribution
products; and door and vision frame products for the HVAC and commercial
building industries at locations in Scranton, Pennsylvania, (Anemostat Products)
and Carson, California, (Anemostat-West). The Anemostat products are
complementary to the Company's existing louver and damper businesses. The
purchase price paid for the assets acquired was approximately $25,360,000,
including assumed liabilities of approximately $2,419,000. The Company accounted
for this acquisition under the purchase method of accounting and, accordingly,
recorded Goodwill of approximately $6,800,000.
On April 26, 1999, an order was entered in the Bankruptcy Court for the Southern
District of Ohio, whereby the Company's offer to acquire the operating assets of
ACDC, Inc. (ACDC) of New Milford, Ohio, a manufacturer of industrial dampers for
the power generation market, was approved. The Company closed this transaction
on May 7, 1999 for approximately $2.6 million.
Note 3 - Merger Agreement
On May 26, 1999 the Company entered into a definitive agreement, (The
Agreement), to merge its wholly owned subsidiary, MCS, Inc. (MCS) into Simione
Central Holdings, Inc. (Simione). Under the terms of the Agreement, for every
share of outstanding Simione common stock, Simione will issue .85 shares of its
common stock to the Company. As a result, the Company will own approximately 46%
of Simione after the merger is completed. Under the terms of the Agreement MCS's
ProfitWorks segment will be distributed to the Company prior to the merger.
Simione is a provider of information systems and services to the home health
care industry supplying information systems, consulting and agency support
services to customers nationwide. Simione provides freestanding, hospital based
and multi-office Home Health care Providers (including certified, private duty,
staffing, HME, IV therapy, and hospice) with information solutions that address
all aspects of home care operations. Simione maintains offices nationwide and is
headquartered in Atlanta, Georgia.
Under the terms of the Agreement, if either party terminated the Agreement in
favor of an alternative acquisition proposal the terminating party shall be
obligated to pay the other party up to $1,700,000 in termination fees. The
Agreement is subject to regulatory and shareholder approvals and is expected by
the parties to close prior to the end of 1999.
9
<PAGE>
Note 4 - Property and Equipment
June 30, Dec. 31,
1999 1998
---------- ---------
Land $2,853,000 $2,395,000
Building 26,274,000 21,887,000
Leasehold Improvements 4,414,000 4,474,000
Equipment 91,617,000 78,820,000
------------ ------------
125,158,000 107,576,000
Accumulated Depreciation (56,070,000) (51,735,000)
------------ ------------
$69,088,000 $55,841,000
============ ============
Note 5 - Long-Term Debt
June 30, Dec. 31,
1999 1998
------------ ------------
Revolving Loan Agreement $32,712,000 $12,619,000
Other Bonds and Notes Payable 7,526,000 569,000
------------ ------------
40,238,000 13,188,000
Less Current Maturities (39,844,000) (12,750,000)
------------ ------------
$394,000 $438,000
============ ===========
Revolving Loan Agreement - The Company has a Revolving Loan Agreement and Letter
of Credit Facility (the Agreement) with a commercial bank. The Agreement
provides $55 million of unsecured revolving credit and $10 million of standby
letter of credit capacity. Borrowings under the Agreement bear interest at a
floating rate based on the bank's prime rate less 1.00% or, at the discretion of
the borrower, LIBOR plus a quoted market factor or, alternatively, in lieu of
the prime based rate, a rate based on the overnight Federal Funds Rate. The
Agreement has been extended on a one year basis through April 30, 2000. The
Revolving Loan Agreement contains financial covenants which require that the
Company maintain certain current ratios, working capital amounts, capital bases
and leverage ratios. This Agreement also contains restrictions regarding the
creation of indebtedness, the occurrence of mergers or consolidations, the sale
of subsidiary stock, and the payment of dividends in excess of 50% of net
income.
Note 6 - Interim Segment Information
Description of the types of products and services from which each reportable
segment derives its revenues:
The Company has four reportable segments: the manufacture of heating,
ventilating and air-conditioning
10
<PAGE>
equipment (HVAC), the manufacture of metal handling and metal forming machinery
(Metal Forming), the production of metal products (Metal Products), and computer
software development and system design, (Computer Software).
The Company's HVAC segment manufactures and sells a wide variety of residential,
commercial and industrial heating, cooling, and air distribution products to
independent wholesales supply warehouses, to mechanical, sheet metal and other
contractors, and in some cases to other HVAC manufacturers under original
equipment manufacture (OEM) contracts. The products include finned tube and
baseboard radiation equipment gas fired heating and ventilating equipment, air
damper equipment and related air distribution products and commercial and
residential boilers. The products are marketed under a number of franchise names
including Sterling, Beacon Morris, Smith, Hydrotherm, RBI, Vulcan, Applied Air,
Wing, AWV, ABI, Arrow, Anemostat, Koldwave, and SpacePak. Assets totaling
approximately $2.6 million acquired in the ACDC acquisition on May 7, 1999, as
more fully described in Note 2, have been added to the Company's HVAC segment.
The Company's Metal Products segment manufactures a variety of metal products
including aluminum extrusions, flexible metal hose and grey iron castings. This
segment sells its products mostly as components to manufacturers who incorporate
them into their own products. In some cases flexible metal hose is sold to
distributors.
The Company's Metal Forming Segment designs, manufactures and sells a variety of
metal forming and handling products under names such as Cooper-Weymouth,
Peterson, Dahlstrom, Hill Engineering, Coilmate-Dickerman, and Rowe. The
products are sold directly and through independent dealers in most cases to
end-users and in some cases to other original equipment manufacturers. The
products include custom metal forming systems and other standard machinery such
as roll formers, wing formers, destackers, presses, feeds, straighteners,
cradles, stock reels, cut-to-length lines, gasket dies, tools and dies for metal
forming systems and specialty punching and cut-off machinery.
The Company's Computer Software segment operates under the name MCS, Inc. (MCS)
and develops and sells software used principally in the medical information
systems marketplace. MCS's products include software used to manage the day
- -to-day operations of home medical equipment dealers and home health agencies.
Measurement of segment profit or loss and segment assets:
The Company evaluates performance and allocates resources based on profit or
loss from operations before interest expense and income taxes, (EBIT) not
including non-operating gains and losses. The accounting policies of the
reportable segments are the same as those described in the summary of
significant accounting policies. Intersegment sales and transfers are recorded
at prices substantially equivalent to the Company's cost; inter-company profits
on such intersegment sales or transfers are not material.
Factors management used to identify the enterprise's reportable segments:
The Company's reportable segments are business units that offer different
products. The reportable segments are each managed separately because they
manufacture and distribute distinct products using distinct production processes
intended for distinct marketplaces.
11
<PAGE>
Three Months ended
June 30, 1999:
Metal Metal Computer
HVAC Products Forming Software Totals
Revenues from External Customers $59,660 16,162 8,686 5,025 89,533
Segment Operating Profit 3,875 1,777 162 529 6,343
Three Months ended
June 30, 1998:
Metal Metal Computer
HVAC Products Forming Software Totals
Revenues from External Customers $49,924 11,982 11,874 3,908 77,688
Segment Operating Profit 1,557 1,351 1,611 428 4,947
Note 7 - Earnings Per Common Share
Basic earnings per share were computed using the weighted average number of
common shares outstanding. Common stock options were considered in the
computation of diluted earnings.
Note 8 - Common Stock Buyback Program
During the second quarter of 1999, the Company made no "open market" or odd lot
purchases of its common stock.
Note 9 - Stock Option Plans
On March 20, 1996 the Company adopted a stock option plan, the Mestek, Inc. 1996
Stock Option Plan, (the Plan), which provides for the granting of incentive and
non-qualified stock options of up to 500,000 shares of stock to certain
employees of the Company and other persons, including directors, for the
purchase of the Company's common stock at fair market value at the date of
grant. The Plan was approved by the Company's shareholders on May 22, 1996.
Options granted under the plan vest over a five-year period and expire at the
end of ten years. During the first quarter of 1999, options to purchase 85,000
shares of common stock were granted, (65,000 on January 4, 1999 and 20,000 on
March 29, 1999) at an exercise price of $20.00, to seven employees. All options
granted under the Plan total 175,000 shares, all of which are outstanding at
June 30, 1999.
12
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operation
Total Revenues in the Company's HVAC segment, as illustrated in Note 5 to the
Condensed Consolidated Financial Statements, during the second quarter of 1999
were increased relative to the second quarter of 1998, by 19.5%, reflecting
principally the effect of the acquisition of Anemostat on March 26, 1999.
Comparative results for the HVAC segment were also positively impacted by
improved results in a number of the segment's hydronic and industrial products.
Operating income for this segment as a result increased from $1,557,000 in the
second quarter of 1998 to $3,875,000 in the second quarter of 1999.
Total Revenues in the Company's Metal Products segment, as illustrated in Note 5
to the Condensed Consolidated Financial Statements, were up 34.9% during the
second quarter of 1999, principally as a result of the addition of Boyertown
Foundry Company which was acquired on November 2, 1998. In addition, this
segment's Omega Flex division continued to expand sales of it Trac-Pipe(TM)
flexible gas piping product. This segment's National Northeast unit experienced
reduced revenues and operating profits during the quarter, however, due to
delays in the startup of its new 3,000 ton extrusion press in Pelham, New
Hampshire and as a result, gross profit margins for the segment as a whole were
slightly reduced; operating profits, notwithstanding, increased by 22.1%.
Total Revenues in the Company's Metal Forming segment, as illustrated in Note 5
to the Condensed Consolidated Financial Statement were down 26.8% reflecting the
effect of an industry-wide slow-down in incoming orders for Metal Forming
Equipment experienced primarily in the 3rd and 4th quarters of 1998. Operating
income was accordingly reduced from $1,611,000 in the second quarter of 1998 to
$162,000 in the second quarter of 1999. Sales backlog in this segment, which
recorded a twelve -month low of approximately $10,908,000 at December 31, 1998,
has grown to approximately $15,076,000 at June 30, 1999.
The Company's Computer Software segment reported significant increases in
revenues and gross profits and a modest increase in operating income owing
principally to the release of an upgraded version of its flagship product,
MestaMed, in the latter part of 1998 and reorganization of management. The
operating income increase has not kept pace with the increase in revenues due to
increased spending on product support and development initiatives. The medical
information software products and services of this segment are the subject of
the merger agreement set forth in Note 3 to these Condensed Consolidated
Financial Statements on page 9.
For the Company as a whole, Sales, General and Administrative, and Engineering
costs, taken together as a percentage of Total Revenues, were slightly increased
from 21.44% to 22.10%.
Operating income for the first quarter of 1999 for the Company as a whole
increased by $1,396,000 or 28.2% reflecting the net effect of the factors
mentioned above.
The Company's total debt (long-term debt plus current portion of long-term debt)
increased by $ 3.4 million during the quarter ended June 30, 1999 reflecting
principally the effect of the acquisition of ACDC on May 7, 1999 as more fully
described in Note 2 to the Condensed Consolidated Financial Statements.
Management regards the Company's current capital structure and banking
relationships as fully adequate to meet foreseeable future needs. The Company
has not paid dividends on its common stock since 1979.
13
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Statement of Computation of Per Share Earnings ... Page 15
(b) Registrant filed two reports on Form 8-K during the quarter for which this
report is filed.
Item 7 - Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 18, 1999. The
following Directors were re-elected to serve until the next Annual Meeting.
A. Warne Boyce
E. Herbert Burk
William J. Coad
Winston R. Hindle, Jr.
David W. Hunter
David M. Kelly
David R. Macdonald
John E. Reed
Stewart B. Reed
The shareholders voted to affirm the appointment of Grant Thornton LLP as
independent auditors for the Company for the fiscal year ending December 31,
1999.
14
<PAGE>
MESTEK, INC.
SCHEDULE OF COMPUTATION OF EARNINGS PER COMMON SHARE
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
------ ------ ------ ------
(Amounts in thousands, except earnings per common share)
Net Income for earnings per share $3,605 $2,832 $7,124 $6,202
====== ====== ====== ======
Basic weighted average number of
common shares outstanding 8,873 8,925 8,877 8,926
====== ====== ====== ======
Basic earnings per common share $ .41 $ .32 $ .80 $ .69
====== ====== ====== ======
Diluted weighted average number
of common shares outstanding 8,900 8,956 8,904 8,953
====== ====== ====== ======
Diluted earnings per common share $ .41 $ .32 $ .80 $ .69
====== ====== ====== ======
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.
MESTEK, INC.
(Registrant)
Date: July 27, 1999 By: /S/ Stephen M. Shea
----------------------------------------------
Stephen M. Shea, Senior Vice President -Finance and
CFO (Chief Financial Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000065195
<NAME> Mestek, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,384
<SECURITIES> 0
<RECEIVABLES> 61,779
<ALLOWANCES> 4,122
<INVENTORY> 57,116
<CURRENT-ASSETS> 122,715
<PP&E> 125,158
<DEPRECIATION> 56,070
<TOTAL-ASSETS> 230,026
<CURRENT-LIABILITIES> 86,274
<BONDS> 0
0
0
<COMMON> 479
<OTHER-SE> 139,617
<TOTAL-LIABILITY-AND-EQUITY> 230,026
<SALES> 84,508
<TOTAL-REVENUES> 89,533
<CGS> 60,825
<TOTAL-COSTS> 63,403
<OTHER-EXPENSES> 170
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<INCOME-PRETAX> 5,784
<INCOME-TAX> 2,179
<INCOME-CONTINUING> 3,605
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<EPS-BASIC> .41
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</TABLE>
