<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-Q
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Ex-
change Act of 1934. For the quarterly period ended June 30, 1996,
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934. For the transition period from _______
to _______.
Commission File Number: 0-4791
PAUL MUELLER COMPANY
- ----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Missouri
- ----------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
44-0520907
- ----------------------------------------------------------------------
(I.R.S. Employer Identification No.)
1600 W. Phelps Street, P.O. Box 828, Springfield, Missouri 65801-0828
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (417) 831-3000
- ----------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all re-
ports 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 [ ]
Indicate the number of shares outstanding of the issuer's Common Stock
as of August 2, 1996: 1,168,021
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
The condensed financial statements included herein have been prepared
by the Company without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the financial statements,
prepared in accordance with generally accepted accounting princi-
ples, have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in con-
nection with the financial statements and the notes thereto included
in the Company's latest annual report on Form 10-K. This report re-
flects all adjustments of a normal recurring nature which are, in the
opinion of management, necessary for a fair statement of the results
for the interim period.
2
<PAGE> 3
PAUL MUELLER COMPANY AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30 Dec. 31
1996 1995
------- -------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash............................................ $ 3,705 $ 2,491
Available-for-sale investments, at market....... 12,324 12,063
Accounts and notes receivable, less reserve of
$610 at June 30,1996, and $532 at December 31,
1995, for doubtful accounts................... 15,003 13,034
Inventories (Note 2) -
Raw materials and components.................. $ 5,275 $ 6,891
Work-in-process............................... 3,134 2,066
Finished goods................................ 2,206 2,241
-------- --------
$ 10,615 $ 11,198
Prepayments..................................... 744 617
-------- --------
Total Current Assets........................ $ 42,391 $ 39,403
Other Assets...................................... 3,793 3,845
Property, Plant & Equipment, at cost.............. $ 46,310 $ 45,313
Less - Accumulated depreciation................. 34,879 33,882
-------- --------
$ 11,431 $ 11,431
-------- --------
$ 57,615 $ 54,679
======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
Current Liabilities:
Current maturities of long-term debt............ $ 3,000 $ 3,000
Accounts payable................................ 3,586 1,961
Accrued expenses................................ 6,483 4,796
Advance billings................................ 5,781 6,139
-------- --------
Total Current Liabilities................... $ 18,850 $ 15,896
Other Long-Term Liabilities (Note 4).............. 897 1,218
Contingencies (Note 5)............................
Shareholders' Investment:
Common Stock, par value $1 per share -
Authorized 20,000,000 shares - Issued
1,342,325 shares............................. $ 1,342 $ 1,342
Preferred Stock, par value $1 per share -
Authorized 1,000,000 shares - No shares issued - -
Paid-in surplus................................. 4,307 4,307
Retained earnings............................... 34,773 34,470
-------- --------
$ 40,422 $ 40,119
Less - Treasury stock, 174,304 shares at
June 30, 1996, and December 31, 1995,
at cost.................................. 2,554 2,554
-------- --------
$ 37,868 $ 37,565
-------- --------
$ 57,615 $ 54,679
======== ========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE> 4
PAUL MUELLER COMPANY AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales..................... $ 21,526 $ 22,216 $ 40,216 $ 37,980
Cost of Sales................. 16,499 16,973 31,125 28,159
-------- -------- -------- --------
Gross Profit.............. $ 5,027 $ 5,243 $ 9,091 $ 9,821
Selling, General &
Administrative Expenses..... 3,819 3,973 7,498 8,178
-------- -------- -------- --------
Operating Income.......... $ 1,208 $ 1,270 $ 1,593 $ 1,643
Other Income (Expense):
Interest income............. $ 160 $ 131 $ 328 $ 295
Interest expense (Note 4)... (30) (35) (57) (65)
Other, net.................. 80 145 267 270
-------- -------- -------- --------
$ 210 $ 241 $ 538 $ 500
-------- -------- -------- --------
Income from Operations before
Provision for Income Taxes.. $ 1,418 $ 1,511 $ 2,131 $ 2,143
Provision for Income Taxes.... 447 484 660 650
-------- -------- -------- --------
Net Income................ $ 971 $ 1,027 $ 1,471 $ 1,493
======== ======== ======== ========
Earnings per Common
Share (Note 3).............. $ 0.83 $ 0.88 $ 1.26 $ 1.28
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
PAUL MUELLER COMPANY AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30
------------------
1996 1995
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income...................................... $ 1,471 $ 1,493
Adjustments to reconcile net income to net
cash provided by operating activities:
Bad debt expense.............................. 87 30
Depreciation and amortization................. 1,241 1,222
(Gain) on sales of fixed assets............... - (6)
Changes in assets and liabilities -
(Increase) decrease in interest receivable.. (96) 5
(Increase) in accounts and notes receivable. (2,056) (1,070)
Decrease (increase) in inventory............ 583 (8,557)
(Increase) in prepayments................... (127) (300)
(Increase) decrease in other assets......... (26) 110
Increase in accounts payable................ 1,625 1,849
Increase in accrued expenses................ 1,687 600
(Decrease) increase in advance billings..... (358) 1,641
(Decrease) in long-term liabilities......... (321) (263)
-------- --------
Net Cash Provided (Required) by Operations $ 3,710 $ (3,246)
Cash Flows Provided (Requirements) from
Investing Activities:
Proceeds from maturities of investments......... $ 12,600 $ 12,535
Purchases of investments........................ (12,765) (7,525)
Proceeds from sale of equipment................. 1 8
Additions to property, plant and equipment...... (1,164) (780)
-------- --------
Net Cash (Required) Provided from
Investing Activities.................. $ (1,328) $ 4,238
Cash Flows (Requirements) from
Financing Activities:
Dividends paid.................................. $ (1,168) $ (1,168)
-------- --------
Net Cash (Required) by
Financing Activities.................. $ (1,168) $ (1,168)
-------- --------
Net Increase (Decrease) in Cash................... $ 1,214 $ (176)
Cash at Beginning of Period....................... 2,491 1,874
-------- --------
Cash at End of Period............................. $ 3,705 $ 1,698
======== ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest...................................... $ 61 $ 61
Income taxes.................................. 544 762
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
PAUL MUELLER COMPANY AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
1. The condensed financial statements include the accounts of Paul
Mueller Company (Company) and its wholly owned subsidiary, Mueller
International Sales Corporation. A summary of the significant
accounting policies is included in Note 1 to the consolidated
financial statements included in the Company's annual report on
Form 10-K for the year ended December 31, 1995.
2. Inventory is recorded at the lower of cost, last-in, first-out
(LIFO), or market.
Because the inventory determination under the LIFO method can only
be made at the end of each fiscal year based on the inventory
levels and costs at that time, interim LIFO determinations, in-
cluding those at June 30, 1996, must necessarily be based on
management's estimate of expected year-end inventory levels and
costs. Since estimates of future inventory levels and prices are
subject to many factors beyond the control of management, interim
financial results are subject to final year-end LIFO inventory
amounts. Accordingly, inventory components reported as of June 30,
1996, are estimates based on management's knowledge of the Com-
pany's production cycle, the costs associated with this cycle and
the sales and purchasing volume of the Company.
3. The net income per share of Common Stock has been computed on the
basis of weighted average shares outstanding: 1,168,021 shares for
the three-month and six-month periods ended June 30, 1996 and 1995.
4. In 1987, the Company purchased an additional manufacturing facility
in Osceola, Iowa, by assuming a $3,000,000 Floating Rate Weekly
Demand Industrial Development Bond issue due December 1, 1996. The
assets acquired included land, a building, equipment and inventory.
The weighted average interest rate on a year-to-date basis as of
June 30, 1996, and June 30, 1995, was 3.6% and 4.1%, respectively.
5. The Company currently employs over 900 people, of which approxi-
mately 420 are represented by the Sheet Metal Workers Union. The
International Union called a strike beginning July 25, 1995, and
approximately 50 employees are currently participating.
The Company is self-insured for healthcare, workers' compensation,
general liability and products liability claims, subject to speci-
fic retention levels.
6
<PAGE> 7
PAUL MUELLER COMPANY AND SUBSIDIARY
MANAGEMENT'S ANALYSIS OF OPERATING RESULTS
AND FINANCIAL CONDITION
OPERATING RESULTS
The following is Management's discussion and analysis of the signifi-
cant factors which have affected the Companies' earnings during the
periods included in the accompanying Consolidated Condensed Statements
of Income.
Net sales for the second quarter ended June 30, 1996, were $21,526,000
versus $22,216,000 for the second quarter of 1995. The decline in
shipments of $690,000 was all related to Dairy Farm Equipment, as
sales of Processing Equipment were higher by about $470,000. The
decline in Dairy Farm Equipment sales was primarily attributable
to domestic operations, which were approximately $920,000 less for
the second quarter of 1996 compared to the second quarter of 1995.
Although milk prices continue to escalate, milk production has been
lower in 1996 compared to 1995 and feed prices are currently at all-
time high levels, which has contributed to curtailed purchases of
milk cooling equipment by dairy farmers. Export sales of Dairy Farm
Equipment continue to be adversely affected by the economic problems
in Mexico and Argentina and the ripple effect to other Latin American
countries and the effects of "mad cow" disease in the United Kingdom.
Processing Equipment sales for the second quarter were favorably
affected by shipments of Pharmaceutical Equipment and Pure Water
Equipment, but were offset by lower sales of Commercial Refrigeration,
as sales for the second quarter of 1995 included a large Commercial
Refrigeration project.
The gross profit rate for the second quarter of 1996 was 23.4% versus
23.6% for the same period of a year ago. Gross margins were slightly
better in the second quarter of 1996 compared to the second quarter
of 1995, as we continue to improve our shop efficiency for Processing
Equipment which was the product line most affected by the strike.
Selling, general and administrative expenses were lower by $154,000
for the second quarter of 1996 versus the second quarter of 1995. The
factors contributing to the lower level of expense were lower manufac-
turers' representative's commissions and reduced expenditures for
sales literature and marketing support.
Interest income was higher in the second quarter of 1996, as the level
of investable funds was greater than during the second quarter of
1995. Other income was lower in the second quarter of 1996, as truck-
ing operating results and royalty income declined from the second
quarter of 1995.
The effective tax rate for the three months ended June 30, 1996 and
1995, varied from the statutory tax rate (34%) primarily as a result
of tax-exempt interest and the lower effective tax rate for the
Foreign Sales Corporation (FSC).
Net sales for the six months ended June 30, 1996, were $40,216,000
versus $37,980,000 for the six months ended June 30, 1995. The in-
crease in sales was solely attributable to Processing Equipment, as
Dairy Farm Equipment sales were approximately $1,700,000 less than
during the first six months of 1995. The increase in Processing
Equipment sales related to higher shipments in Pharmaceutical and
Food Processing Equipment, along with increased shipments in Water
Purification Equipment. Improved sales of Processing Equipment were
directly related to the higher backlog at December 31, 1995, compared
to December 31, 1994. The decline in Dairy Farm Equipment sales was
approximately 60% attributable to lower export sales, with the balance
attributable to lower domestic sales. The reasons for the lower sales
of Dairy Farm Equipment are those previously mentioned above.
7
<PAGE> 8
The gross profit rate for the first six months of 1996 was 22.6% ver-
sus 25.9% for the first six months of 1995. Factors contributing to
the lower gross profit percentage were lower margins and a higher
level of manufacturing burden. Margins were lower, as a higher pro-
portion of shipments were in Food and Pharmaceutical Processing
Equipment which historically have had lower margins. Additionally,
these product lines have been most affected by the strike, which has
resulted in significantly lower manufacturing efficiency rates. Manu-
facturing burden was higher for the first six months of 1996 versus
the first six months of 1995, as expenditures for variable expenses
were greater due to the increased level of shipments, coupled with
higher expenditures that are a direct result of the strike (such as
overtime and additional training costs). Additionally, there was a
reduction in manufacturing burden absorption during the first six
months of 1996 compared to the first six months of 1995, as sales were
higher and there was a reduction in the level of direct labor hours
worked and an increase in labor inefficiency, both of which were re-
lated to the strike.
Selling, general and administrative expenses were lower by $680,000
during the first six months of 1996 compared to the first six months
of 1995. The decrease is the result of lower expenditures for sales
literature and catalogs, advertising, trade shows, manufacturers'
representative's commissions, marketing support, and the receipt of
a $312,000 group life insurance premium refund (of which $234,000 was
credited to general and administrative expense).
The increase in interest income for the first six months of 1996 com-
pared to the first six months of 1995 is attributable to a higher
level of investable funds.
The effective tax rate for the six months ended June 30, 1996 and
1995, varied from the statutory tax rate of 34% primarily as a result
of tax-exempt interest and the lower effective tax rate for the FSC.
As previously reported, the labor contract with the Sheet Metal
Workers Union (which covers a portion of the employees at the Spring-
field, Missouri, plant) expired on June 11, 1994. Negotiations with
union representatives continued until an impasse was reached, and the
Company implemented specific provisions of its final offer effective
September 19, 1994. In November 1994, the Regional Director of the
National Labor Relations Board (NLRB) also concluded that a lawful
impasse had been reached in negotiations prior to the Company's imple-
mentation of its offer.
However, on December 22, 1994, the Regional Director of the NLRB
issued an unfair labor practice complaint against the Company for
refusing to supply information to union representatives about the
personal health insurance claims of individual employees and their
dependents and reversed his previous decision regarding the implemen-
tation of changes in wages and benefits. A hearing on these and other
unfair labor practice issues has been rescheduled to August 19, 1996,
and will be conducted by an administrative law judge of the NLRB. A
final determination of all the charges may take up to two years, but
management believes, based on an evaluation by counsel, that there is
no significant financial exposure to the Company.
The Company currently employs over 900 people, of which approximately
420 at the Springfield, Missouri, facility are represented by the
Sheet Metal Workers Union. The International Union called a strike
beginning on July 25, 1995, and currently there are approximately 50
employees participating. No action has been taken by the Union to
prevent nonstriking employees from working. Approximately 95 striking
employees returned to work during the second quarter of 1996.
The Company has continued production with the remaining work force
and the supervisory, technical, administrative and service personnel.
With the reduction in the work force, manufacturing efficiency has
been hampered due to the reassignment of personnel to unfamiliar
tasks, the redistribution of work within the Company, and the addi-
tion of new employees. The Company has implemented the provisions
of its revised final offer effective April 1, 1996, which remains open
for the Union's acceptance, and no further negotiations are scheduled.
8
<PAGE> 9
The Company has facilities located in Springfield, Missouri, and
Osceola, Iowa. There are approximately 800 employees assigned to the
Springfield facility, and there are an additional 100 employees at the
Osceola facility (none of which are represented by a labor union).
Looking to the balance of 1996, there are factors that could affect
the results of operations. If there is expanded employee partici-
pation for an extended period of time in the strike mentioned above,
this could have an adverse effect on the level of production and the
Company's ability to secure orders. With respect to the sales outlook
for domestic Dairy Farm Equipment, the milk prices paid to farmers
are expected to continue to increase during the year. However, feed
prices are still extremely high, which is having an adverse effect on
the profitability of dairy farmers and the demand for new milk cooling
and storage capacity. If high feed prices continue, this could have
an adverse effect on order entry and shipments. The economic problems
in Mexico and Argentina, along with the ripple effect to other Latin
American countries, continue to have an adverse effect on our level of
export activities in those markets.
The backlog of sales at June 30, 1996, was $24,900,000 compared to
$25,600,000 at June 30, 1995. The June 30, 1996, backlog primarily
represents orders that will be completed and shipped over the next
twelve months.
FINANCIAL CONDITION
The consolidated financial condition and the liquidity of the Company
at June 30, 1996, have not changed significantly since December 31,
1995. There are no significant commitments for capital expenditures
at June 30, 1996.
9
<PAGE> 10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
------ -------------------------------------- --------
<S> <C> <C>
(10) Second Amendment to the Paul Mueller
Company Employee Benefit Plan (amended
and restated as of March 22, 1995),
executed May 15, 1996................. 11
(27) Financial Data Schedule............... 15
</TABLE>
b. Reports on Form 8-K -- There were no reports on form 8-K
filed for the three months ended June 30, 1996.
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.
PAUL MUELLER COMPANY
DATE: August 2, 1996 /S/ DONALD E. GOLIK
--------------------------------------
Donald E. Golik, Senior Vice President
and Chief Financial Officer
10
SECOND AMENDMENT
TO THE
PAUL MUELLER COMPANY EMPLOYEE BENEFIT PLAN
AMENDED AND RESTATED AS OF MARCH 22, 1995
Whereas Article VI of the Paul Mueller Company Employee Benefit Plan
provides that the Plan may be amended by resolution of the Trustees
in accordance with the provisions of the Declaration of Trust, be
it resolved that the Paul Mueller Company Employee Benefit Plan is
amended, as follows:
The Section entitled "WEEKLY DISABILITY INCOME COVERAGE" of Article
III is amended with respect to benefits paid on or after April 1,
1996, as follows:
1. The second sentence of the Subsection entitled Benefit Amount
is deleted and replaced by the following:
If the number of Covered Days of Disability is not an exact
multiple of five (5), the amount of benefits for each Covered
Day of Disability shall be one-fifth (1/5) of the weekly bene-
fit amount set forth above.
2. The following sentence is added at the end of the Subsection
entitled Benefit Amount:
In addition, for any day for which the Participant is entitled
to benefits under the Paul Mueller Company Short-Term Disa-
bility Plan, the weekly disability income benefit amount
payable under the Plan, if any, shall be reduced by the amount
of such benefits.
3. The first paragraph of the Subsection entitled Commencement and
Duration of Weekly Disability Income Benefits is deleted and
replaced by the following:
Benefits for disabilities due to Injury shall commence on the
first (1st) working day of disability. Benefits for disabili-
ties due to Illness shall commence on the earliest of (a) the
sixth (6th) working day of continuous disability, (b) the first
(1st) working day of inpatient hospital confinement or (c) the
first (1st) working day of disability coinciding with or fol-
lowing performance of major surgery other than as a hospital
inpatient.
4. The word "working" is inserted between the words "each" and
"day" in the definition of "Covered Day of Disability" in
Paragraph (1) of the Subsection entitled Weekly Disability
Income Definitions.
5. The words "or medical release to return" are inserted between
the word "return" and the word "of" in Subparagraph (ii) of
Paragraph (3) of the Subsection entitled Weekly Disability
Income Definitions.
6. The words "or medical release to return" are inserted between
the word "return" and the word "of" in Subparagraph (iii) of
Paragraph (3) of the Subsection entitled Weekly Disability
Income Definitions.
7. The following Paragraph (6) is added at the end of the Subsec-
tion entitled Weekly Disability Income Definitions:
6) "Working Day" means Monday through Friday of each week,
including holidays.
The Section entitled "MEDICAL CARE COVERAGE" of Article III is amended
with respect to charges incurred on or after April 1, 1996, as fol-
lows:
1. The following definition is added to the end of the Subsection
entitled Medical Care Definitions:
18) "Preferred Provider" means only a Hospital, Physician or
other provider of medical services or supplies which
participates in a Preferred Provider Organization with
which the Plan has entered into a contract.
2. In the Subsection entitled Medical Expense Benefit, the portion
of the first sentence prior to the word "(Exceptions" is de-
leted and replaced with the following:
Subject to the applicable Medical Deductible requirement and
Maximum Amounts, benefits are payable in an amount equal to:
a. In the case of (i) services rendered by a Preferred Pro-
vider and (ii) prescription drugs, an amount equal to 90%
of the first $1,500 of Covered Expenses incurred by a
Covered Individual during a calendar year and 100% of
Covered Expenses in excess of $1,500.
b. In the case of services rendered by a Hospital, Physician
or other provider of medical services or supplies which is
not a Preferred Provider, an amount equal to 80% of the
first $2,500 of Covered Expenses incurred by a Covered
Individual during a calendar year and 100% of Covered
Expenses in excess of $2,500.
Charges payable at 90% under paragraph (a) above count toward
the $2,500 required to be paid at 80% under paragraph (b)
above, and charges payable at 80% under paragraph (b) above
count toward the $1,500 required to be paid at 90% under para-
graph (a) above.
3. In the first sentence of the Subsection entitled Medical
Expense Benefit, the term "$1,000" in subparagraph (a) of
"Exceptions" is deleted.
4. In the Subsection entitled Medical Deductible, a colon is added
following the term "an amount equal to" in the first sentence
and the term "$200" is deleted and replaced with the following:
a. In the case of (i) services rendered by a Preferred Pro-
vider and (ii) prescription drugs, an amount equal to $100.
b. In the case of services rendered by a Hospital, Physician
or other provider of medical services or supplies which is
not a Preferred Provider, an amount equal to $200.
Charges applied to the $100 deductible under paragraph (a)
above count toward the $200 deductible required under paragraph
(b) above, and charges applied to the $200 deductible under
paragraph (b) above count toward the $100 deductible required
under paragraph (a) above.
5. In the Subsection entitled Medical Deductible, item (2), a
colon is added following the term "the Medical Deductible
equals" and the term "$600" is deleted and replaced with the
following:
a. In the case of (i) services rendered by a Preferred Pro-
vider and (ii) prescription drugs, an amount equal to $300.
b. In the case of services rendered by a Hospital, Physician
or other provider of medical services or supplies which is
not a Preferred Provider, an amount equal to $600,
Charges applied to the $300 deductible under paragraph (a)
above count toward the $600 deductible required under paragraph
(b) above, and charges applied to the $600 deductible under
paragraph (b) above count toward the $300 deductible required
under paragraph (a) above.
IN WITNESS WHEREOF, the Trustees of the PAUL MUELLER COMPANY EMPLOYEE
BENEFIT PLAN cause this Second Amendment to be duly executed this 15th
day of May, 1996.
By: /S/ DONALD E. GOLIK By: /S/ GERALD S. MILLER
--------------------------- ---------------------------
Donald E. Golik - Trustee Gerald S. Miller - Trustee
By: /S/ MICHAEL W. YOUNG By: /S/ GAIL HENRICKS
--------------------------- ---------------------------
Michael W. Young - Trustee Gail Henricks - Trustee
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,705
<SECURITIES> 12,324
<RECEIVABLES> 15,613
<ALLOWANCES> 610
<INVENTORY> 10,615
<CURRENT-ASSETS> 42,391
<PP&E> 46,310
<DEPRECIATION> 34,879
<TOTAL-ASSETS> 57,615
<CURRENT-LIABILITIES> 18,850
<BONDS> 161
0
0
<COMMON> 1,342
<OTHER-SE> 39,080
<TOTAL-LIABILITY-AND-EQUITY> 57,615
<SALES> 40,216
<TOTAL-REVENUES> 40,216
<CGS> 31,125
<TOTAL-COSTS> 31,125
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 87
<INTEREST-EXPENSE> 57
<INCOME-PRETAX> 2,131
<INCOME-TAX> 660
<INCOME-CONTINUING> 1,471
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,471
<EPS-PRIMARY> 1.26
<EPS-DILUTED> 1.26
</TABLE>
