FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
____________________________
For the Quarterly Period Ended September 27, 1997
Commission File No. 1-8684
Excel Industries, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1551685
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) Number)
1120 North Main Street, Elkhart, Indiana 46514
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (219)264-2131
Indicate by "X" whether the registrant (a) 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 prior 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 each of the issuer's
classes of common stock, as of the latest practicable date.
At October 21, 1997, there were outstanding 11,159,099 common
shares, no par value.
<PAGE>
<TABLE>
<CAPTION>
EXCEL INDUSTRIES, INC.
Index
Page No.
<S> <C> <C>
PART I Financial Information
Consolidated Balance Sheet -
September 27, 1997 and December 28, 1996 1
Consolidated Statement of Income -
Quarter Ended September 27, 1997 and
September 28, 1996
Nine Months Ended September 27, 1997 and
September 28, 1996 2
Consolidated Statement of Shareholders'
Equity -
Nine Months Ended September 27, 1997 and
September 28, 1996 3
Consolidated Statement of Cash Flows -
Nine Months Ended September 27, 1997 and
September 28, 1996 4
Notes to Consolidated Financial Statements 5-9
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-13
PART II Other Information 14
Signatures 15
Financial Data Schedule Exhibit 27
</TABLE>
<PAGE>
<TABLE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)
(in thousands)
<CAPTION>
September 27, December 28,
1997 1996
ASSETS
<S> <C> <C>
Current assets
Cash and short-term investments $ 2,021 $ 6,580
Marketable securities 25,615 23,981
Accounts receivable 142,826 127,351
Customer tooling to be billed 27,576 17,278
Inventories 41,765 43,960
Prepaid expenses 19,401 19,800
Total current assets 259,204 238,950
Property, plant and equipment,
less accumulated depreciation;
$113,664 in 1997; $90,723 in 1996 152,700 159,775
Goodwill 36,337 31,814
Other assets 16,902 12,695
$465,143 $443,234
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 78,994 $ 68,673
Accrued liabilities 52,067 46,583
Current portion of debt 24,083 9,554
Total current liabilities 155,144 124,810
Long-term debt 106,926 123,452
Other long-term liabilities 40,463 44,247
Commitments and contingent liabilities -- --
Shareholders' equity
Preferred shares - no par value,
authorized 1,000 shares,
none issued -- --
Common shares - no par value,
authorized 20,000 shares;
issued and outstanding; 10,738 in 92,528 92,187
1997; 10,718 in 1996
Retained earnings 70,242 58,653
Minimum pension liability adjustment (160) (160)
Cumulative translation adjustment -- 45
Total shareholders' equity 162,610 150,725
$465,143 $443,234
NOTE: The balance sheet at December 28, 1996 has been derived
from the audited financial statements at that date.
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
(thousands, except per share amounts)
<CAPTION>
Quarter Ended
September 27, September 28,
1997 1996
<S> <C> <C>
Net sales $213,548 $227,635
Cost of goods sold 191,889 203,703
Gross profit 21,659 23,932
Selling, administrative and
engineering expenses 18,968 17,873
Operating income 2,691 6,059
Interest expense (2,805) (2,963)
Other income, net 572 549
Income before income taxes 458 3,645
Provision for taxes on income 161 1,422
Net income $ 297 $ 2,223
Net income per share:
Primary $ .03 $ .21
Fully diluted $ .03 $ .21
Cash dividends per share $ .125 $ .11
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended
September 27, September 28,
1997 1996
<S> <C> <C>
Net sales $729,238 $652,390
Cost of goods sold 639,482 576,568
Gross profit 89,756 75,822
Selling, administrative and
engineering expenses 58,585 45,623
Operating income 31,171 30,199
Interest expense (8,476) (6,761)
Other income, net 1,407 979
Income before income taxes 24,102 24,417
Provision for taxes on income 8,436 9,258
Net income $ 15,666 $ 15,159
Net income per share:
Primary $ 1.46 $ 1.42
Fully diluted $ 1.35 $ 1.28
Cash dividends per share $ .375 $ .33
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28,
1996
(in thousands)
<CAPTION>
MINIMUM
PENSION
COMMON RETAINED LIABILITY
SHARES EARNINGS ADJUSTMENT
<S> <C> <C> <C>
Balance at
December 28, 1996 $92,187 $ 58,653 $ (160)
Net income 15,666
Dividends (4,077)
Share options
exercised 91
Shares issued under
employee stock
purchase plan 250
Cumulative
translation
adjustment
Balance at
September 27, 1997 $92,528 $ 70,242 $ (160)
Balance at
December 30, 1995 $95,157 $ 44,412 $ (659)
Net income 15,159
Warrants issued 1,500
Dividends (3,535)
Shares issued under
employee stock
purchase plan 174
Purchase treasury
shares
Cumulative
translation
adjustment
Balance at
September 28, 1996 $96,831 $56,036 $ (659)
<PAGE>
<CAPTION>
CUMULATIVE
TRANSLATION TREASURY
ADJUSTMENT SHARES TOTAL
<S> <C> <C> <C>
Balance at
December 28, 1996 $ 45 $ -- $150,725
Net income 15,666
Dividends (4,077)
Share options
exercised 91
Shares issued under
employee stock
purchase plan 250
Cumulative
translation
adjustment (45) (45)
Balance at
September 27, 1997 $ -- $ -- $162,610
Balance at
December 30, 1995 $ -- $ (4,593) $134,317
Net income 15,159
Warrants issued 1,500
Dividends (3,535)
Shares issued under
employee stock
purchase plan 174
Purchase treasury
shares (160) (160)
Cumulative
translation
adjustment 66 66
Balance at
September 28, 1996 $ 66 $ (4,753) $147,521
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
EXCEL INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(in thousands)
<CAPTION>
Nine Months Ended
September 27, September 28,
1997 1996
<S> <C> <C>
Cash flows from operating activities
Net income $ 15,666 $ 15,159
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation and amortization 26,956 19,361
Deferred income taxes and other 536 (3,194)
Changes in current assets and
liabilities, excluding effect
of acquisitions and disposals:
Accounts receivable and other (11,644) 9,918
Inventories and customer tooling (9,071) 19,172
Accounts payable and accrued
liabilities 2,598 (651)
Total adjustments 9,375 44,606
Net cash provided by operating
activities 25,041 59,765
Cash flows from investing activities
Purchase of property, plant and
equipment (25,346) (19,625)
Investment in marketable securities (1,634) 8,202
Businesses acquired (2,415) (58,984)
Proceeds from sale of assets 5,604 --
Net cash used for investing activities (23,791) (70,407)
Cash flows from financing activities
Issuance of common shares 343 174
New debt -- 100,000
Maturities of long-term debt (2,075) (71,291)
Dividends (4,077) (3,535)
Purchase of treasury shares -- (160)
Net cash from (for) financing activities (5,809) 25,188
Net change in cash and short-term investments (4,559) 14,546
Cash and short-term investments at
beginning of year 6,580 391
Cash and short-term investments at
end of third quarter $ 2,021 $ 14,937
Supplemental Schedule of Noncash Activities:
In connection with the restructuring reserve established
for plant closures in March, 1997, goodwill has been increased by
$5,400, which is net of income taxes.
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
EXCEL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of Presentation:
The financial statements have been prepared from the unaudited
financial records of the Company. In the opinion of management,
the financial statements include all adjustments consisting only
of normal recurring adjustments necessary for a fair presentation
of the results of operations and financial position for the
interim periods.
Note 2 - Inventories:
<TABLE>
Inventories consist of the following:
(in thousands of dollars)
<CAPTION>
9/27/97 12/28/96
<S> <C> <C>
Raw materials $25,545 $24,047
Work in process and
finished goods 17,077 20,770
LIFO Reserve (857) (857)
$41,765 $43,960
</TABLE>
Note 3 - Net Income per Share:
Primary net income per share is computed using the weighted
average number of shares outstanding during the period. In
computing fully diluted earnings per share, the conversion of the
Company's 10% Convertible Subordinated Notes is also assumed
except when the effect of the conversion is anti-dilutive.
Shares used to compute net income per share data are as follows:
(amounts in thousands)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
9/27/97 9/28/96 9/27/97 9/28/96
<S> <C> <C> <C> <C>
Primary 10,735 10,707 10,728 10,708
Fully diluted 12,400 12,977 12,393 12,978
</TABLE>
Note 4 - Contingencies
A chemical cleaning compound, trichloroethylene (TCE), has been
found in the soil and groundwater on the Company's property in
Elkhart, Indiana, and in 1981 TCE was found in a well field of
the City of Elkhart in close proximity to the Company's facility.
The Company was named as one of nine potentially responsible
parties (PRPs) in the contamination of this site.
The United States Environmental Protection Agency (EPA) and
the Indiana Department of Environmental Management (IDEM) have
conducted a preliminary investigation and evaluation of the site
and have undertaken remedial action in the nature of air-
stripping towers.
In early 1992, the EPA issued a Unilateral Order under
Section 106 of the Comprehensive Environmental Response,
Compensation and Liability Act which required the Company and
other PRPs to undertake remedial work. The Company and the other
PRPs have reached an agreement regarding the funding of
groundwater monitoring and the operation of the air-strippers as
required by the Unilateral Order. The Company was required to
install and operate a soil vapor extraction system to remove TCE
from the Company's property. The Company has installed and is
operating the equipment pursuant to the Unilateral Order. In
addition, the EPA and IDEM have asserted a claim for
reimbursement of their investigatory costs and the costs of
installing and operating the air-strippers on the municipal well
field (the EPA Costs). On February 22, 1993, the United States
filed a lawsuit in the United States District Court for the
Northern District of Indiana against eight of the PRPs, including
the Company. On July 20, 1993, IDEM joined in the lawsuit. The
lawsuit seeks recovery of the costs of enforcement, prejudgment
interest and an amount in excess of $6.8 million, which
represents costs incurred to date by the EPA and IDEM, and a
declaration that the eight defendant PRPs are liable for any
future costs incurred by the EPA and IDEM in connection with the
site. On September 5, 1996 the United States Department of
Justice lodged with the United States District Court for the
Northern District of Indiana a proposed partial consent decree
which specifies payment of Federal Past Response Costs from
certain PRPs which for Excel amounted to approximately $3.2
million which together with amounts due IDEM would bring Excel's
total obligation to approximately $3.4 million. This consent
decree has not been accepted by the Court, and comments objecting
to the consent decree have been lodged with the United States
Department of Justice and the Court.
The Company does not believe the annual cost to the Company
of monitoring groundwater and operating the soil vapor extraction
system and the air-strippers will be material. Each of the PRPs,
including the Company, is jointly and severally liable for the
entire amount of the EPA Costs. The Company believes that
adequate provisions have been recorded for its costs and its
anticipated share of the EPA Costs and that its cash on hand,
unused lines of credit or cash from operations are sufficient to
fund any required expenditures.
The Company has been named a PRP for costs at seven other
disposal sites. The remedial investigations and feasibility
studies have been completed, and the results of those studies
have been provided to the appropriate agencies. The studies
indicated a range of viable remedial approaches, but agreement
has not yet been reached on the final remediation approach.
Furthermore, the PRPs for these sites have not reached an
agreement on the allocation of costs between the PRPs. The
Company believes it either has no liability as a responsible
party or that adequate provisions have been recorded for current
estimates of the Company's liability and estimated legal costs
associated with the settlement of these claims. It is reasonably
possible that the Company's recorded estimate of its obligation
may change in the near term.
There are claims and pending legal proceedings against the
Company and its subsidiaries with respect to taxes, workers'
compensation, warranties and other matters arising out of the
ordinary conduct of the business. The ultimate result of these
claims and proceedings at September 27, 1997 is not determinable,
but, in the opinion of management, adequate provision for
anticipated costs has been made or insurance coverage exists to
cover such costs.
Note 5 - Acquisitions and Disposals
On April 3, 1996, the Company completed the purchase of all of
the outstanding common shares of Anderson Industries, Inc.
(Anderson).
The accompanying consolidated statement of income for the
nine months ended September 27, 1997 includes the operating
results of Anderson. Pro forma unaudited consolidated operating
results of the Company and Anderson for the nine months ended
September 28, 1996, assuming the acquisition had been made as of
the beginning of 1996, are summarized below (in thousands except
per share amounts):
<TABLE>
<S> <C>
Net sales $ 750,204
Net income 16,831
Net income per share, primary 1.57
Net income per share, fully diluted 1.41
</TABLE>
The unaudited pro forma financial information presented is
not necessarily indicative either of the results of operations
that would have occurred had the transactions been completed on
the indicated dates or of future results of operations of the
combined companies.
In the first quarter of 1997 the Company recorded an $8.7
million pre-tax restructuring reserve for closing manufacturing
facilities in 1997 at Rockford, Illinois and Battle Creek,
Michigan which had been acquired as part of the acquisition of
Anderson. The reserve consists of personnel related costs
(mainly severance pay and fringe benefits) and costs related to
the disposals of buildings and equipment. The reserve increased
the associated goodwill by $5.4 million (which is net of income
taxes) and was not a charge to earnings. Total charges to the
reserve through September 27, 1997 were $4.8 million. In
addition, the Company expects that additional expenses to be
incurred in 1997 including relocation, start-up and other related
costs not covered by the reserve will be approximately $4.2
million pretax or about 24 cents per share after tax. Actual
expenditures through September 27, 1997 were $3.6 million.
In January, 1997, the Company completed the purchase of the
assets of the Compliance Group located in Greendale, Wisconsin
for approximately $2.4 million in cash. The excess of the
purchase price over the estimated fair value of assets acquired
has been acccounted for as goodwill.
In May, 1997, the Company completed the sale of the
automotive parking brake product line for $2.9 million. This
product line was acquired when Excel purchased Anderson. Sales
in 1996 were approximately $12 million or less than 2% of total
sales.
In September, 1997, the Company announced the closure of
the Italian manufacturing division of its Atwood Mobile Products
subsidiary. Closing expenses recorded in the third quarter were
approximately $1.2 million. Historically, this division has had
annual sales of approximately $2.5 million and losses in excess
of $1 million. Losses through September, 1997 were approximately
$900,000.
Note 6 - Long-term Debt
The Company notified holders of Excel's 10% convertible
subordinated notes of its intent to prepay the notes at the end
of October, 1997. The Company expects this action will result in
conversion of the notes into common shares. Held by three
financial institutions, the notes are due December 1, 2000 and
are convertible into common shares of the Company at a price of
$13.214. Conversion of the notes will add approximately
1,665,000 common shares to the current total of 10,738,000 common
shares outstanding.
Note 7 - Accounting Changes
In February, 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings per Share". This Statement, which must be adopted in
1997, specifies the computation, presentation and disclosure
requirements for earnings per share for entities with publicly
held common stock or potential common stock. The 1996 fully
diluted earnings per share as reported amounted to $1.66. Using
this new standard, diluted earnings per share for 1996 was $1.62.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
In 1996, the Company acquired all of the outstanding common
shares of Anderson Industries, Inc., (Anderson) located in
Rockford, Illinois. With this acquisition, the Company
established lines of business to distinguish activities for the
light vehicle segment separate from the recreational vehicle,
mass transit and heavy truck segment (RV/MT/HT). The light
vehicle products segment normally experiences reduced sales
volumes in the months of July, August and December as vacation
periods, model changeover and start-up and holidays affect the
number of production days. The RV/MT/HT products segment is
seasonal in that sales in the quarter October through December
are normally at reduced levels.
Material Changes in Results of Operations:
Quarter Ended September 27, 1997 Compared to
Quarter Ended September 28, 1996
Sales in the third quarter of 1997 decreased 6.2% or $14.1
million to $213.5 million from $227.6 million in 1996.
Discontinued programs such as the Aerostar, Thunderbird and
Cougar adversely affected sales by $5.3 million. Also, North
American passenger car production volumes overall declined 7%.
However, Ford truck production increased 10.8% which helped
offset price reductions on products under long-term pricing
agreements. Sales for the light vehicle products segment were
$162.8 million in the third quarter of 1997 compared to $176.7
million in the 1996 period. For the RV/MT/HT products segment
sales decreased slightly to $50.7 million in 1997 from $50.9
million in 1996.
Gross profit was $21.7 million in the current quarter or 10.2% of
sales, down from $23.9 million or 10.5% of sales in the third
quarter of 1996. Margins declined $2.7 million in the quarter
due to the start-up costs on new programs and the costs
associated with the closure of two domestic plants.
Selling, administrative and engineering expenses totaled $19.0
million in the third quarter of 1997, up from $17.9 million in
the 1996 third quarter. The increase was due to approximately
$1.2 million in costs associated with the closure of the Italian
operation and $800,000 in increased product development costs.
Interest expense totaled $2.8 million in the 1997 third quarter
down from $3.0 million in the year ago third quarter. The
decrease was the result of reduced debt through scheduled
payments.
Other income of $572,000, which is primarily interest income on
marketable debt securities, was up slightly from the $549,000 in
the 1996 third quarter.
Provision for taxes on income was at an effective rate of 35% for
1997, down from 39% in 1996. The reduction was due to lower
estimated state income taxes and favorable benefits of our
foreign sales corporation.
Material Changes in Results of Operations:
Nine Months Ended September 27, 1997 Compared to
Nine Months Ended September 28, 1996
Sales in the first nine months of 1997 increased 11.8% or $76.8
million to $729.2 million from $652.4 million in 1996. The
acquisition of Anderson was effective the first of April, 1996.
The increase in sales in 1997 of $98.2 million due to this
transaction was offset by reductions in passenger car sales and
selling price reductions on products under long-term pricing
agreements. Sales for the light vehicle products segment were
$565.4 million for the nine months in 1997 compared to $528.9
million in the same period in 1996. For the RV/MT/HT products
segment, sales increased to $163.8 million in 1997 from $123.5
million in 1996.
Gross profit was $89.8 million in the nine months ended September
27, 1997 or 12.3% of sales, up from gross profit of $75.8 million
or 11.6% of sales in the first nine months of 1996. The increase
in gross profit in the nine months was due to the addition of the
Anderson locations offsetting the start-up costs on new programs
and the costs associated with the closure of two domestic plants.
Selling, administrative and engineering expenses totaled $58.6
million in the first nine months of 1997 up from $45.6 million in
the 1996 period. The increase was due to the addition of
Anderson locations, increases in product development expenses and
costs associated with the closure of the Italian operation.
Interest expense totaled $8.5 million in 1997 up from $6,761,000
in the year ago first nine months due to the additional long-term
debt outstanding including Senior Notes issued in connection with
the Anderson acquisition.
Other income of $1.4 million consists primarily of interest
income on marketable debt securities. Other income of $979,000
in 1996 included interest income of $1.4 million which was offset
in part by the recognition of equity losses in our former
Brazilian joint venture.
Provision for taxes on income was at an effective rate of 35% for
1997, down from 37.9% in 1996. The decrease was due to lower
estimated state income taxes and favorable benefits of our
foreign sales corporation.
Material Changes in Financial Condition:
For the nine months ended September 27, 1997 cash flow from
operations totaled $25.0 million and proceeds from the sales of
the parking brake product line and other assets were $5.6 million
of which $25.3 million was used for capital expenditures, $2.4
million for the acquisition of the assets of The Compliance Group
and an additional $4.1 million for dividends. Capital
expenditures for the year are estimated to be $40 million.
The Company recorded an $8.7 million pre-tax restructuring
reserve in the first quarter of 1997 for closing manufacturing
facilities in 1997 at Rockford, Illinois and Battle Creek,
Michigan which had been acquired in 1996 as part of the
acquisition of Anderson. The reserve increased the associated
goodwill by $5.4 million (which is net of income taxes) and was
not a charge to earnings. Total charges to the reserve through
September 27, 1997 were $4.8 million. In addition, the Company
expects that additional expenses to be incurred in 1997 including
relocation, start-up and other related costs not covered by the
reserve will be approximately $4.2 million pre-tax or about 24
cents per share after tax. Actual expenditures through September
27, 1997 were $3.6 million. The Company estimates that annual
savings from the plant closures will be approximately $7 million
to $8 million or 40 cents to 45 cents per share.
In January, 1997, the Company completed the purchase of the
assets of the Compliance Group located in Greendale, Wisconsin
for approximately $2.4 million in cash. The excess of the
purchase price over the estimated fair value of assets acquired
has been accounted for as goodwill.
In May, 1997, the Company completed the sale of the automotive
parking brake product line for $2.9 million. This product line
was acquired when Excel purchased Anderson. Sales in 1996 were
approximately $12 million or less than 2% of total sales.
In September, 1997, the Company announced the closure of the
Italian manufacturing division of its Atwood Mobile Products
subsidiary. Closing expenses recorded in the third quarter were
approximately $1.2 million. Historically, this division has had
annual sales of approximately $2.5 million and losses in excess
of $1 million. Losses through September, 1997 were approximately
$900,000.
Cash and short-term marketable securities amounted to $27.6
million at September 27, 1997, a decrease of $2.9 million from
December 28, 1996. At September 27, 1997, the Company had
available unused lines of credit of approximately $60 million.
For the next twelve months, the Company expects its current cash
balances, operating cash flow and available credit lines to be
sufficient to finance operating cash needs, capital expenditures
and any environmental remediation requirements.
The Company notified holders of Excel's 10% convertible
subordinated notes of its intent to prepay the notes at the end
of October, 1997. The Company expects this action will result in
conversion of the notes into common shares. Held by three
financial institutions, the notes are due December 1, 2000 and
are convertible into common shares of the Company at a price of
$13.214. Conversion of the notes will add approximately
1,665,000 common shares to the current total of 10,738,000 common
shares outstanding.
The Company has supply agreements with a majority of its
automotive customers which require the absorption of the effects
of inflation and require specified price reductions or
productivity offsets to price reductions. The Company believes
that these types of agreements are typical in the automotive
supply business, and the Company's ability to maintain gross
margins at or near their present levels will be dependent on its
ability to substantially offset the effects of such agreements
through productivity improvements, cost reduction programs and
implementation of value analysis/value engineering programs,
which reduce part weight and system costs to the customer.
Forward-Looking Statements
This report contains certain forward-looking statements which
involve certain risks and uncertainties. Such statements are
subject to certain risks and uncertainties which could cause
actual results to differ materially from those anticipated.
Potential risks and uncertainties include economic factors,
concentration of a substantial percentage of sales in a few major
OEM customers, and other business factors. Readers are cautioned
not to place undue reliance on those forward-looking statements
which speak only as of the date of this report.
<PAGE>
PART II. OTHER INFORMATION
All items in Part II are either not applicable or answerable in
the negative.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
<TABLE>
<CAPTION>
EXCEL INDUSTRIES, INC.
(Registrant)
<S> <C> <C>
Date: November 7, 1997 s/ James O. Futterknecht
James O. Futterknecht
Chairman, President and
Chief Executive Officer
Date: November 7, 1997 s/ Joseph A. Robinson
Joseph A. Robinson
Senior Vice President,
Secretary and
Chief Financial Officer
Date: November 7, 1997 s/ Ike K Eikelberner
Ike K. Eikelberner
Vice President,
Corporate Controller
and Chief Accounting
Officer
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
<TABLE>
<CAPTION>
EXCEL INDUSTRIES, INC.
(Registrant)
<S> <C> <C>
Date: November 7, 1997 _____________________
James O. Futterknecht
Chairman, President and
Chief Executive Officer
Date: November 7, 1997 _____________________
Joseph A. Robinson
Senior Vice President,
Secretary and
Chief Financial Officer
Date: November 7, 1997 _____________________
Ike K. Eikelberner
Vice President,
Corporate Controller
and Chief Accounting
Officer
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-END> SEP-27-1997
<CASH> 2021
<SECURITIES> 25615
<RECEIVABLES> 144713
<ALLOWANCES> 1887
<INVENTORY> 41765
<CURRENT-ASSETS> 259204
<PP&E> 266364
<DEPRECIATION> 113664
<TOTAL-ASSETS> 465143
<CURRENT-LIABILITIES> 155144
<BONDS> 0
0
0
<COMMON> 92528
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