<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report under Section 13
of the Securities Exchange Act of 1934
For the Quarter Ended March 31, 1996 Commission File No. 1-4290
ANTHONY INDUSTRIES, INC.
(exact name of registrant as specified in its charter)
DELAWARE 95-2077125
(State of Incorporation) (I.R.S. Employer Identification No.)
4900 South Eastern Avenue
Los Angeles, California 90040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 724-2800
Former name, former address and former fiscal year, if changed since last
report:
Not applicable
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X
-
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of April 30, 1996.
Common Stock, par value $1 16,560,089 Shares
<PAGE>
FORM 10-Q QUARTERLY REPORT
PART - 1 FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF CONSOLIDATED INCOME (condensed)
(In thousands except for per share figures)
(Unaudited)
<TABLE>
<CAPTION>
Three months
ended March 31
----------------------------
1996 1995(a)
----------------------------
<S> <C> <C>
Net Sales $ 158,853 $ 138,021
Cost of products sold 117,470 103,689
---------- ----------
Gross profit 41,383 34,332
Selling expenses 19,132 15,037
General and administrative expenses 13,074 11,698
---------- ----------
Operating income 9,177 7,597
Interest expense 2,432 2,832
Other income, net (297) (262)
---------- ----------
Income before provision for income taxes 7,042 5,027
Provision for income taxes 2,255 1,430(b)
---------- ----------
Income from continuing operations 4,787 3,597
Discontinued operations, net of taxes (1,510)
---------- ----------
Net Income $ 4,787 $ 2,087
========== ==========
Per share
Continuing operations $ 0.29 $ 0.30
Discontinued operations (0.13)
---------- ----------
Net Income $ 0.29 $ 0.17
========== ==========
Cash dividend $ 0.11 $ 0.11
Average shares outstanding 16,731 11,957
</TABLE>
(a) Information has been restated to reflect the sale of the assets and business
of the swimming pool and motorized pool cover business.
(b) Reduced by $259, or 2 cents per share, foreign tax settlement.
See notes to consolidated condensed financial statements.
2
<PAGE>
CONSOLIDATED BALANCE SHEETS (condensed)
(dollars in thousands)
<TABLE>
<CAPTION>
March 31 December 31
1996 1995
---------- -----------
(Unaudited)
<S> <C> <C>
Assets
------
Current Assets
Cash and cash equivalents $ 5,294 $ 7,357
Accounts receivable, less allowances of
$6,353 in 1996 and $8,235 in 1995 151,807 140,202
Inventories
Finished goods 90,119 97,193
Work in process 16,021 9,700
Raw materials 31,876 38,668
-------- --------
138,016 145,561
Less LIFO reserve 5,940 4,882
-------- --------
132,076 140,679
Deferred taxes 6,340 6,683
Prepaid expenses and other current assets 5,195 5,534
-------- --------
Total current assets 300,712 300,455
Property, Plant and Equipment 144,305 139,706
Less allowance for depreciation and
amortization 83,789 82,599
-------- --------
60,516 57,107
Intangibles, principally goodwill 13,959 14,108
Net assets of discontinued operations 5,702 8,650
Other 2,974 4,103
-------- --------
Total Assets $383,863 $384,423
======== ========
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
CONSOLIDATED BALANCE SHEETS (condensed)
(dollars in thousands)
<TABLE>
<CAPTION>
March 31 December 31
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
Liabilities and Shareholders' Equity
------------------------------------
Current Liabilities
Bank loans $ 46,403 $ 50,219
Accounts payable 25,865 27,985
Accrued payroll and related 18,101 21,443
Other accruals 15,566 16,031
Current portion of long-term debt 4,863 4,855
-------- --------
Total current liabilities 110,798 120,533
Long-Term Debt 81,463 75,071
Deferred Taxes 13,003 13,003
Shareholders' Equity
Preferred Stock $1 par value, authorized
12,500,000 shares, none issued
Common Stock, $1 par value, authorized
40,000,000 shares, issued shares -
17,079,773 in 1996 and 17,064,065 in 1995 17,080 17,064
Additional paid-in capital 131,144 130,995
Retained earnings 40,083 37,121
Employee Stock Ownership Plan and
stock option loans (4,306) (4,778)
Treasury shares at cost, 481,059 shares (4,189) (4,189)
Cumulative translation adjustments (1,213) (397)
-------- --------
Total Shareholders' Equity 178,599 175,816
-------- --------
Total Liabilities and Shareholders' Equity $383,863 $384,423
======== ========
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE>
STATEMENTS OF CONSOLIDATED CASH FLOWS (condensed)
(dollars in thousands)
<TABLE>
<CAPTION>
Three months
ended March 31
-------------------------
1996 1995
-------------------------
(unaudited)
<S> <C> <C>
Operating Activities
Income from continuing operations $ 4,787 $ 3,597
Adjustments to reconcile income from
continuing operations to net cash
provided by (used in) operating
activities:
Depreciation and amortization 2,525 2,222
Deferred taxes 343 466
Changes in operating assets and liabilities:
Accounts receivable (11,605) (13,759)
Inventories 8,603 (2,904)
Prepaid expenses and other current assets 339 (1,215)
Accounts payable (2,120) 591
Payrolls and other accruals (835) (430)
-------- --------
Net cash provided by (used in) operating activities 2,037 (11,432)
Investing Activities
Property, plant & equipment expenditures (4,670) (4,434)
Disposals of property, plant & equipment 12 486
Other items, net (201) (874)
-------- --------
Net cash used in investing activities (4,859) (4,822)
Financing Activities
Borrowings under long-term debt and revolving
lines of credit 4,500 1,000
Payments of long-term debt and revolving lines
of credit (100) (771)
Net increase (decrease) in short-term bank loans (1,816) 17,095
Dividends paid (1,825) (1,306)
-------- --------
Net cash provided by financing activities 759 16,018
-------- --------
Net decrease in cash and cash equivalents from
continuing operations (2,063) (236)
Discontinued Operations
Loss from discontinued operations (1,510)
Adjustments to reconcile loss to net cash used
in discontinued operations
Depreciation and amortization 146
Capital expenditures (34)
Other items, net (253)
--------
Cash used in discontinued operations (1,651)
--------
Net decrease in cash and cash equivalents (2,063) (1,887)
Cash and cash equivalents at beginning of year 7,357 7,700
-------- --------
Cash and cash equivalents at end of period $ 5,294 $ 5,813
======== ========
Supplemental disclosure of cash flow information:
Interest paid $ 1,367 $ 1,920
Income taxes paid 220 147
-------- -------
$ 1,587 $ 2,067
======== =======
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
ANTHONY INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
NOTE 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31,
1996 are not necessarily indicative of the results that may be expected for the
year ended December 31, 1996. For further information, refer to the
Consolidated Financial Statements and Notes to Financial Statements included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
NOTE 2 - Summary of Significant Accounting Policies
The Company maintains its books using a 52/53 week year ending on the last
Sunday of December. For purposes of the consolidated financial statements, the
yearend is stated as December 31. The year ending December 31, 1996 will
consist of 52 weeks and each of the quarters will consist of 13 weeks. The year
ended in 1995 consisted of 53 weeks with the additional week included in the
first quarter ended March 31, 1995.
NOTE 3 - Newly Issued Accounting Standard
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" which requires that impaired assets
or assets to be disposed of be accounted for at the lower of carrying amount or
fair value of the assets less cost of disposal. The adoption of the new
standard did not have a material effect on the Company's financial statements.
NOTE 4 - Discontinued Operations
On March 5, 1996 the Company completed the sale of substantially all of the
assets and business of its swimming pool and motorized pool cover business
("Division") to General Aquatics, Inc. As a result of the sale, the Company
reclassified the accompanying prior year's financial statements to show the
Division as a discontinued operation.
6
<PAGE>
ANTHONY INDUSTRIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
NOTE 5 - Borrowings
The $85 million credit facility and the $40 million 364-day unsecured revolving
short-term facility are subject to an agreement which, among other things,
restricts amounts available for payment of cash dividends by the Company. As of
March 31, 1996, retained earnings were free of such restrictions.
On April 22, 1996, the Company amended its $40 million facility to extend the
termination date to May 30, 1996.
NOTE 6 - Stock Offering
On June 1, 1995, the Company completed its public offering of 4.6 million
primary shares of its common stock. The net proceeds of $67.2 million were used
to reduce amounts outstanding under the $85 million credit facility ("Credit
Facility"). The Company may reborrow amounts repaid under the Credit Facility
for general corporate purposes, which may include the financing of product sales
growth, the development of new products and strategic acquisitions.
Assuming the offering had been completed on January 1, 1995, earnings per share
from continuing operations were 29 cents for the 1996 first quarter versus 27
cents for the year-earlier quarter on a proforma basis.
7
<PAGE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition
and Results of
Operations
A. Comparative First Quarter Results of Operations
Net sales from continuing operations for the quarter ended March 31, 1996
increased 15.1% to $158.9 million compared to $138.0 million in the
corresponding 1995 quarter. First quarter 1995 income from continuing
operations rose 33.3% to a record $4.8 million from $3.6 million in the first
quarter of 1994. Earnings per share from continuing operations, reflecting the
completion on June 1, 1995 of the Company's public offering of 4.6 million
shares, was $.29 per share as compared with $.30 per share in the year-ago
quarter. Earnings in the prior year quarter were boosted by a $0.3 million
foreign tax settlement. Net income for the quarter was $4.8 million, or $.29
per share, as compared with $2.1 million, or $.17 per share in 1995, after
deducting a loss from continuing operations of $1.5 million, or $.13 per share.
Net Sales. In the sporting goods and other recreational products group, net
sales increased 23.6% to $108.4 million in the 1996 quarter compared to $87.7
million in 1995. Leading the improvement was a rise in sales of K2 Exotech in-
line skates, primarily in the international markets. Shakespeare fishing tackle
further boosted the quarter's sales growth with increased shipments of the Ugly
Stik fishing rods and kits and combos together with sales of promotional
products. Sales of Stearns active water products as well as continued
popularity of the ProFlex full-suspension mountain bike also contributed to the
increase. Additionally, Dana Design backpacks, a 1995 acquisition, supported
the higher sales.
Sales of the industrial products group increased by a net of 0.2% to $50.4
million in the first three months of 1996 compared to $50.3 million in the
comparable period of 1995. Increases were achieved in paperweaving
monofilaments, fiberglass utility and ornamental light poles and string trimmer
line. Partially offsetting these sales increases was a decline in sales of
paperboard building products and other products.
Gross profit. Gross profit increased 20.7% to $41.4 million, or 26.1% of net
sales, in the first quarter of 1996 as compared to $34.3 million, or 24.9% of
net sales, in the first quarter of 1995. The improvement of gross profit as a
percentage of net sales resulted from improved sales mix and gains in
efficiency, particularly at K2 and Stearns. Overall gross profit improved
despite higher manufacturing costs in the fiberglass light pole business. In
addition, the 1995 period included higher costs of recycled corrugated scrap
paper, which unfavorably affected margin and gross profit.
Costs and Expenses. In the first three months of 1996, selling expenses
increased 27.3% to $19.1 million, or 12.0% of net sales from $15.0 million, or
10.9% of net sales in the same period of 1995. The increase was attributable to
higher spending in support of new products in the in-line skate, snowboard and
apparel businesses. General and administrative expenses increased 12.0% to $13.1
million in the first quarter of 1996 compared to $11.7 million in 1995, although
as a percentage of net sales they were comparable to the prior year period.
Spending increased to support growth.
8
<PAGE>
Operating Income. Operating income improved by 21.1% to $9.2 million, or 5.8%
of net sales, in the three months ended March 31, 1996 compared to $7.6 million,
or 5.5% of net sales, in the comparable 1995 period. The percentage increase was
due to a higher gross profit margin and slightly lower general and
administrative expenses as a percentage of net sales, which was partially offset
by the increase in selling expenses as a percentage of net sales.
Interest Expense. Interest expense in the first quarter of 1996 decreased by
$0.4 million compared to the first quarter of 1995. Lower interest rates
accounted for $0.3 million of the decrease, and $5.1 million reduced levels of
average borrowings accounted for the remainder.
Income Taxes. The provision for income taxes for the first quarter of 1995 was
reduced as a result of a credit received from a $0.3 million foreign tax
settlement.
B. Financial Condition
The Company's continuing operations provided $2.0 million of cash during the
three months ended March 31, 1996 as compared with $11.4 million of cash used
during the three months ended March 31, 1995. The cash provided during the
current period reflects improved inventory management during the period as the
Company made more efficient use of its inventories, primarily with respect to
new products. Consistent with prior years, the allowance for doubtful items
decreased as a result of a seasonal reduction in the allowance for volume
discount.
Net cash used for investment activities of $4.9 million in the three-months
ended March 31, 1996 was comparable to the prior year's period. No material
commitments for capital expenditures existed at March 31, 1996.
Net cash provided by financing activities during the three-month period ended
March 31, 1996 was $0.8 million as compared with $16.0 million in the three
month period a year ago. The Company's operating activities provided improved
cash flow, therefore less borrowing under the short-term facilities was
necessary.
The Company anticipates its remaining cash needs in 1996 will be provided from
operations and borrowings under its $85 million Credit Line, its $40 million
Short-Term Facility and from any extension, renewal or replacement of existing
facilities.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(c) At the Annual Meeting of the Stockholders of the Company held
May 2, 1996, the following actions were taken:
(1) The Company's Certificate of Incorporation was amended to
change the Company's name to K2 Inc.: 12,330,403 voted
for, 898,061 voted against and 82,579 votes abstained.
(2) The Company's Certificate of Incorporation was amended to
permit a Board of Directors consisting of from eight to
eleven directors: 10,681,401 voted for, 985,991 voted
against and 85,281 votes abstained.
(3) The following directors were elected:
Jerry E. Goldress - 12,456,519 voted for
and 854,524 votes were withheld;
John H. Offermans - 12,506,428 voted for
and 804,615 votes were withheld;
John B. Simon - 12,503,302 voted for and
807,741 votes were withheld.
(4) The election by the Board of Directors to approve Ernst &
Young as the Company's independent auditors for the 1996
year was ratified: 13,176,277 voted for, 42,341 voted
against and 92,425 votes abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.01 First Amendment to Credit Agreement (364-Day
Facility), dated April 22, 1996.
27 Financial Data Schedule
(a) March 31, 1996 Financial Data Schedule
(b) March 31, 1995 Restated Financial Data Schedule
(b) Reports on Form 8-K filed in the first quarter ended March
31, 1996
Form 8-K dated March 5, 1996.
10
<PAGE>
Item 5. Sale of substantially all of the assets of the Anthony
Pools and Poolsaver pool cover business to General
Aquatics, Inc.
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.
ANTHONY INDUSTRIES, INC.
(registrant)
Date: May 13, 1996 /s/ RICHARD M. RODSTEIN
--------------------------
Richard M. Rodstein
President and Chief Executive
Officer
Date: May 13, 1996 /s/ JOHN J. RANGEL
------------------
John J. Rangel
Senior Vice President - Finance
11
<PAGE>
EXHIBIT 10.1 to FORM 10-Q
FIRST AMENDMENT TO
CREDIT AGREEMENT (364-Day Facility)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (364-Day Facility) (this "First
Amendment") is dated as of April 22, 1996 and is entered into by and among
Anthony Industries, Inc., a Delaware corporation (the "Company"), the financial
institutions listed on the signature pages hereto (the "Banks"), and Bank of
America National Trust and Savings Association, as the agent for the Banks (the
"Agent") and amends that certain Credit Agreement dated as of April 27, 1995
among the Company, the Banks and the Agent (the "Agreement").
RECITAL
The Company has requested the Banks and the Agent to extend the Termination
Date, and the Banks and the Agent are willing to do so on the terms and
conditions set forth herein
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows.
1. Terms. All terms used herein shall have the same meanings as in the
------
Agreement unless otherwise defined herein. All references to the Agreement
shall mean the Agreement as hereby amended.
1. Amendments to Agreement.
-----------------------
2.1 The definition of "Termination Date" in Section 1.1 of The
Agreement is amended by deleting "April 25, 1996" and inserting "May 30,1996" in
lieu thereof.
3. Representations and Warranties. The Company represents and warrants to
------------------------------
Banks and Agent that, on and as f the date hereof, and after giving effect this
First Amendment:
3.1 Authorization. The execution, delivery and performance of this
-------------
First Amendment have been duly authorized by all necessary corporate action by
the Company ad this First Amendment has been duly executed and delivered by the
Company.
3.2 Binding Obligation. This First Amendment is the legal, valid and
------------------
binding obligation of Company, enforceable against the Company in accordance
with its terms.
1
<PAGE>
3.3 No Legal Obstacle to Amendment. The execution, delivery and
------------------------------
performance of this First Amendment will not (a) contravene the terms of the
Company's certificate of incorporation, by-laws or other organization document;
(b) conflict with or result in any breach or contravention of the provisions of
any contract to which the Company is a party, or the violation of any law,
judgment, decree or governmental order, rule or regulation applicable to
Company, or result in the creation under any agreement or instrument of any
security interest, lien, charge, or encumbrance upon any of the assets of the
Company. No approval r authorization of any governmental authority is required
to permit the execution, delivery or performance by the Company of this First
Amendment, or the transactions contemplated hereby.
3.4 Incorporation of Certain Representations. The representations and
----------------------------------------
warranties of the Company set forth in Section 7 of the Agreement are true and
correct in all respects on and as of the date hereof as though made on and as of
he date hereof, except as to such representations made as of an earlier
specified date.
3.5 Default. No Default or Event of Default under the Agreement has
-------
occurred and is continuing.
4. Conditions, Effectiveness. The effectiveness of this First Amendment
-------------------------
shall be subject to the compliance by the Company with its agreements herein
contained and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent:
4.1 Corporate Resolutions. A copy of a resolution or resolutions passed
---------------------
by the executive committee of the Board of Directors of the Company, certified
by the Secretary or an Assistant Secretary of the Company as being in full force
and effect on the effective date of this First Amendment, authorizing the
amendments to the Agreement herein provided for and the execution, delivery and
performance of this First Amendment and any note or other instrument or
agreement required hereunder.
4.2 Authorized Signatories. A certificate, signed by the Secretary or
----------------------
an Assistant Secretary of the Company dated the date of this First Amendment, as
to the incumbency f the person or persons authorized to execute and delivery
this First Amendment and any instrument or agreement required hereunder on
behalf of the Company.
4.3 Other Evidence. Such other evidence with respect to the Company or
--------------
any other person as the Agent or any Bank may reasonably request in connection
with this First Amendment and the compliance with the conditions set forth
herein.
2
<PAGE>
5. Miscellaneous.
-------------
5.1. Effectiveness of Agreement. Except as hereby expressly amended, the
--------------------------
Agreement and each other Loan Document shall each remain in full force ad
effect, and are hereby ratified an confirmed in all respects on and as of the
date hereof.
5.2 Waivers. This First Amendment is specific in time and in intent and
-------
does not constitute, nor should it be construed as, a waiver of any other right
power or privilege under the Loan Documents, or under any agreement, contract,
indenture, document or instrument mentioned in the Loan Documents, nor does it
preclude any exercise thereof or the exercise of any other right, power or
privilege, nor shall any future waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture, document or instrument
mentioned in the Loan Documents, constitute a waiver of any other default of the
same or of any other term or provision.
5.3 Counterparts. This First Amendment may be executed in any number of
------------
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument. This First Amendment shall not become
effective until the Company the Banks and the Agent shall have signed a copy
hereof, whether the same or counterparts, and the same shall have been delivered
to the Agent.
5.4 Jurisdiction. This First Amendment shall be governed by and
-------------
construed under the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first written above.
ANTHONY INDUSTRIES, INC.
By
----------------------------
Title
-------------------------
3
<PAGE>
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
---------------------------
Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
and Issuing Bank
By
--------------------------
Yvonne Dennis
Vice President
CITICORP USA, INC.
By
--------------------------
Title
-----------------------
NATIONSBANK OF TEXAS, N.A.
By
--------------------------
Title
-----------------------
SEATTLE FIRST NATIONAL BANK
By
--------------------------
Title
-----------------------
WACHOVIA BANK
By
--------------------------
Title
-----------------------
4
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,294
<SECURITIES> 0
<RECEIVABLES> 158,160
<ALLOWANCES> (6,353)
<INVENTORY> 132,076
<CURRENT-ASSETS> 300,712
<PP&E> 144,305
<DEPRECIATION> 83,789
<TOTAL-ASSETS> 383,863
<CURRENT-LIABILITIES> 110,798
<BONDS> 0
0
0
<COMMON> 17,080
<OTHER-SE> 161,519
<TOTAL-LIABILITY-AND-EQUITY> 383,863
<SALES> 158,853
<TOTAL-REVENUES> 159,150
<CGS> 117,470
<TOTAL-COSTS> 117,470
<OTHER-EXPENSES> 31,809
<LOSS-PROVISION> 397
<INTEREST-EXPENSE> 2,432
<INCOME-PRETAX> 7,042
<INCOME-TAX> 2,255
<INCOME-CONTINUING> 4,787
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,787
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 5,813
<SECURITIES> 0
<RECEIVABLES> 129,523
<ALLOWANCES> (6,093)
<INVENTORY> 102,236
<CURRENT-ASSETS> 244,031
<PP&E> 128,387
<DEPRECIATION> 76,464
<TOTAL-ASSETS> 323,643
<CURRENT-LIABILITIES> 98,001
<BONDS> 0
0
0
<COMMON> 12,355
<OTHER-SE> 89,540
<TOTAL-LIABILITY-AND-EQUITY> 323,643
<SALES> 138,021
<TOTAL-REVENUES> 138,283
<CGS> 103,689
<TOTAL-COSTS> 103,689
<OTHER-EXPENSES> 26,255
<LOSS-PROVISION> 480
<INTEREST-EXPENSE> 2,832
<INCOME-PRETAX> 5,027
<INCOME-TAX> 1,430
<INCOME-CONTINUING> 3,597
<DISCONTINUED> (1,510)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,087
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
