<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996, OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ---- to ----.
Commission File No. 0-13805
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-0983610
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
171 Monroe Avenue, NW, Suite 600, Grand Rapids, Michigan, 49503
(Address of principal executive offices, zip code)
(616) 336-9400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes /X/ No / /
The number of shares outstanding of registrant's common stock, par value
$1.00 per share, at September 30, 1996 was 4,243,406.
<PAGE> 2
PART I. FINANCIAL INFORMATION, ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
September 30 December 31
1996 1995
----------- -----------
(Unaudited)
CURRENT ASSETS:
Accounts receivable, less allowances $19,560,400 $17,446,300
Inventories: Raw Materials 7,760,400 5,849,900
Work in Process 3,468,500 3,629,100
Finished Goods 8,975,200 7,944,200
----------- -----------
20,204,100 17,423,200
Prepaid expenses and other current assets 2,023,100 2,149,500
----------- -----------
Total current assets 41,787,600 37,019,000
PROPERTY AND EQUIPMENT:
Land 265,400 231,900
Buildings and improvements 13,699,500 13,691,200
Machinery and equipment 30,065,000 29,172,000
Construction in progress 1,545,400 305,300
----------- -----------
45,575,300 43,400,400
Less accumulated depreciation (22,669,100) (20,233,000)
----------- -----------
22,906,200 23,167,400
OTHER ASSETS 160,500 178,700
----------- -----------
$64,854,300 $60,365,100
=========== ===========
CURRENT LIABILITIES:
Accounts payable 4,091,400 4,527,700
Payroll and related benefits 2,029,500 3,262,800
Accrued advertising 3,671,300 2,621,700
Other 2,588,300 3,260,100
----------- -----------
Total current liabilities 12,380,500 13,672,300
LONG-TERM DEBT 11,700,000 7,000,000
OTHER LONG-TERM LIABILITIES 2,664,800 2,482,200
SHAREHOLDERS' EQUITY:
Common Stock 4,243,400 4,188,400
Additional paid-in capital 20,833,300 20,622,300
Retained earnings 13,032,300 12,399,900
----------- -----------
38,109,000 37,210,600
----------- -----------
$64,854,300 $60,365,100
=========== ===========
See accompanying notes to condensed consolidated financial statements.
<PAGE> 3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
Three Months Ended Nine Months Ended
September 30 September 30
1996 1995 1996 1995
----------- ----------- ----------- --------
- ---
Net sales $29,881,700 $26,236,100 $78,621,000 $75,524,600
Cost of sales 25,074,800 22,627,000 66,479,200 64,726,500
----------- ----------- ----------- -----------
Gross profit 4,806,900 3,609,100 12,141,800 10,798,100
Selling, general and
administrative 3,893,700 4,479,300 10,895,500 11,759,700
----------- ----------- ----------- -----------
Operating income (loss) 913,200 (870,200) 1,246,300 (961,600)
Other expense (income):
Interest expense 161,200 79,000 349,100 254,400
Interest income (500) (3,300) (2,800) (10,100)
Other, net 2,900 23,400 (3,300) 41,600
----------- ------------ ----------- -----------
163,600 99,100 343,000 285,900
----------- ------------ ----------- -----------
Pretax income (loss) 749,600 (969,300) 903,300 (1,247,500)
Income taxes (benefit) 224,900 (279,600) 271,000 (374,200)
----------- ------------ ----------- -----------
NET INCOME (LOSS) $ 524,700 $ (689,700) $ 632,300 $ (873,300)
=========== ============ =========== ===========
Average number of common
and common equivalent
shares outstanding 4,271,900 4,209,000 4,245,300 4,213,200
========= ========= ========= =========
Earnings (loss) per share $ .12 $(.16) $.15 $(.21)
===== ===== ==== =====
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
Nine Months Ended
September 30
1996 1995
------------ ------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES $ (2,076,100) $ 2,991,100
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Purchases of property and equipment (2,306,300) (2,050,000)
Other 13,600 4,000
------------ ------------
Net cash (used in) investing activities (2,292,700) (2,046,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments on) note
payable to bank 4,700,000 (300,000)
Repurchase of common stock (597,200) (645,100)
Issuance of common stock 266,000
------------ ------------
Net cash provided by (used in)
financing activities 4,368,800 (945,100)
------------ ------------
NET INCREASE IN CASH AND EQUIVALENTS 0 0
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 0 0
------------ ------------
CASH AND EQUIVALENTS AT END OF PERIOD $ 0 $ 0
============ ============
Supplemental disclosures:
Cash transactions-
Interest paid, net of amounts capitalized $ 306,000 $ 273,200
Income taxes paid (refunded) (98,200) 1,231,500
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES
NOTE 1--BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by Ameriwood Industries International Corporation ("Ameriwood" or
the "Company"), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles 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
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in
Ameriwood's 1995 annual report on Form 10-K.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company as of September 30,
1996 and the results of its operations and its cash flows for the three
and nine month periods ended September 30, 1996 and 1995. All such
adjustments are of a normal and recurring nature.
NOTE 2-SUBSEQUENT EVENT
Subsequent to issuance of a press release on October 15, 1996 announcing
its financial results for the three and nine month periods ended September
30, 1996, management discovered that an imported futon cushion may not
have met applicable U.S. standards. The distribution of this product was
limited to a small number of customers and primarily confined to two
discount retailers with stores in the northeastern United States. The
Company immediately took steps to notify its customers and suspend
distribution of this product. The involved futon cushions are being
replaced with cushions meeting the Company's high quality standards. On
November 1, 1996, the Company announced it expected to take a nonrecurring
pretax charge of between $1 million, or $.15 per share, and $1.3 million,
or $.20 per share in the fourth quarter for costs associated with
remedying this matter.
NOTE 3-BORROWING ARRANGEMENTS
On August 2, 1996, the Company's $15 million unsecured bank revolving
credit facility was amended to extend the maturity date to July 15, 1999
and amend a financial covenant requiring cash flow from operations to
represent a certain percentage of outstanding indebtedness. At September
30, 1996, the Company was in compliance with all covenants specified in
the credit facility, as amended. All other terms and conditions of the
amended facility are substantially unchanged.
Although the original maturity date was January 13, 1998, the Company
previously classified outstanding borrowings under its revolving credit
facility as a current obligation on its balance sheet. Beginning with
June 30, 1996, such borrowings have been more appropriately classified as
long term. The amount outstanding at December 31, 1995 has been
reclassified to conform with this presentation.
<PAGE> 6
NOTE 4-CONTINGENCY
During 1989, the Company discovered environmental contamination at its
facility in Dowagiac, Michigan. The Company voluntarily reported the
matter to the Michigan Department of Environmental Quality ("MDEQ") and
began remediation procedures. Ameriwood identified Chrysler Corporation
and the United States Department of Defense ("DOD") as prior owners or
operators of this site. Chrysler has admitted successorship to a prior
owner of the site, but has not admitted liability. A suit has been filed
against Chrysler and the DOD seeking recovery of costs for environmental
investigation and remediation at the site. Although the Company believes
it has sufficient basis to prevail, there is no assurance of recovery; no
recognition has been given in the financial statements for potential
recoveries from other parties.
In March 1996, the Company received a Remedial Investigation and
Feasibility Study from an independent engineering firm, acceptable to
Chrysler and the DOD. A request for approval of the Company's feasibility
study has been filed with the MDEQ. If the study is approved, a Remedial
Action Plan will be submitted for approval.
It is the Company's policy to accrue environmental cleanup costs if it is
probable that a liability has been incurred and an amount is reasonably
estimable. The Company recorded a reserve at December 31, 1995 of $1.2
million, bringing total reserves for the matter to $2 million, to cover
costs including ongoing monitoring for up to 30 years and future
anticipated legal costs. During the first nine months of 1996, $182,800
has been paid out against the accrual. As of September 30, 1996, the
current portion, $497,700, is included in Other Current Liabilities and
the remainder is included in Other Long-Term Liabilities. Based on the
opinion of the independent engineering firm and legal counsel, the Company
believes it will receive a favorable ruling, and management believes any
additional costs beyond the amounts recorded will not be material to the
Company's financial position or results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS- THIRD QUARTER 1996 COMPARED TO THIRD QUARTER 1995
Consolidated net sales for the three months ended September 30, 1996 were
up 14.4% to $29.9 million compared to $26.1 million in the prior year
quarter. Leading this growth was a 19.5% increase in furniture revenue,
up from $18.3 million in the third quarter of 1995 to $21.9 million.
Sales to office superstores were up 34.1%, sales to catalog showrooms up
76.4% and sales to wholesale clubs more than doubled for the quarter
compared to the prior year period. Revenues for Custom Solutions
(formerly OEM) were up 3.5% to $7.0 million. Sales for the Company's BIC
America branded stereo business were flat with the prior year at $1.0
million.
Gross margins for the quarter improved to 16.1% compared to 13.8% in the
prior year quarter. Improved furniture order flow continues to aid in
absorption of overhead. Productivity improvements at the Company's two
manufacturing facilities have also contributed to the gross margin
improvement.
<PAGE> 7
Selling, general, and administrative ("SG&A") expenses as a percent of net
sales declined from 17.1% to 13.0% in the prior year quarter. In the
third quarter of 1995, a pretax charge of $800,000, or $.13, per share was
taken to account for the bankruptcies of several major customers. Without
that charge, SG&A for the third quarter of 1995 would have been 14.8% of
net sales. The improvement in costs is due to the flattening of the
organization, although some of the savings have been reinvested in product
development and marketing efforts.
Interest expense was up for the quarter due to higher outstanding
borrowings on the Company's revolving credit facility.
Net income for the quarter ended September 30, 1996 was $524,700, or $.12
per share, as compared to a loss of $689,700 or $.16 per share for the
quarter ended September 30, 1995.
RESULTS OF OPERATIONS- NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER
30, 1995
Consolidated net sales for the nine months ended September 30, 1996 were
$78.6 million, up 4.3% from 1995 levels. Furniture sales were up 10% from
the prior year's nine month period, to $59.7 million. Strong sell-through
increased furniture sales more than 30% in the office superstore channel
in the first nine months of 1996. Sales to customers in both the
wholesale club and catalog store channels were up over 75% during the nine
month period, compared with the same period in the prior year. Revenues
for Custom Solutions for the nine month period were $15.8 million compared
to $17.7 million in the prior year. BIC America sales were $3.1 million,
down from $3.6 million in the prior year. These areas were negatively
impacted by softness in the audio market earlier this year.
Gross margins for the nine month period improved to 15.4% compared to
14.8% in the prior year period, due largely to improved overhead
absorption and productivity and efficiency gains.
For the nine months ended September 30, 1996, Ameriwood reported net
income of $632,300, or $.15 per share compared with a net loss of
$873,200, or $.21 per share for the same period in 1995. The increase was
the result of higher net sales, higher gross margins, and a reduction in
SG&A expenses.
CAPITAL RESOURCES AND LIQUIDITY
Accounts receivable of $19.6 million, net of reserves, were up $2.2
million from year end levels of $17.4 million. Inventories of $20.2
million were up $2.1 million from $17.4 million at year end. These
increases are a result of the increase in furniture sales and orders over
the prior year's levels. To fund these increases, credit facility
borrowings increased to $6.7 million at September 30, 1996, up from a year
end level of $2 million.
Capital expenditures for the first nine months of 1996 were $2.3 million,
which consisted mainly of expenditures related to improving manufacturing
efficiency and design capabilities at the Company's Ohio and Michigan
manufacturing facilities. Ameriwood currently anticipates capital
expenditures for the full year to be approximately $4 million.
<PAGE> 8
Subsequent to issuance of a press release on October 15, 1996 announcing
its financial results for the three and nine month periods ended September
30, 1996, management discovered that an imported futon cushion may not
have met applicable U.S. standards. The distribution of this product was
limited to a small number of customers and primarily confined to two
discount retailers with stores in the northeastern United States. The
Company immediately took steps to notify its customers and suspend
distribution of this product. The involved futon cushions are being
replaced with cushions meeting the Company's high quality standards. On
November 1, 1996, the Company announced it expected to take a nonrecurring
pretax charge of between $1 million, or $.15 per share, and $1.3 million,
or $.20 per share in the fourth quarter for costs associated with
remedying this matter.
Management believes the Company's present liquidity, combined with cash
flow from future operations and the Company's revolving credit facility,
will be adequate to fund operations and capital expenditures for the
remainder of 1996 and 1997. In the event more funds are required,
additional long-term borrowings are an alternative for meeting liquidity
and capital resource needs.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
See Item 3 of registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, for information related to the Arthur Andersen
Litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of Shareholders held on July 25, 1996, Ameriwood's
shareholders voted on the following:
1. The reelection of incumbent director Kevin K. Coyne for a term of
three years expiring at the 1999 annual meeting. Mr. Coyne was elected
with 3,764,078 voting for and 236,119 shares abstaining.
2. The reelection of incumbent director Neil L. Diver for a term of
three years expiring at the 1999 annual meeting. Mr. Diver was elected
with 3,751,112 shares voting for and 249,085 shares abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. Reference is made to the index on Page 10 of this Form 10-
Q.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed by the
Registrant during the three months ended September 30, 1996.
<PAGE> 9
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.
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
November 13, 1996 /s/ Charles R. Foley
----------------------
Charles R. Foley
Interim President and Chief
Executive Officer
(Principal Executive Officer)
November 13, 1996 /s/ Craig G. Wassenaar
----------------------
Craig G. Wassenaar
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE> 10
EXHIBIT INDEX
- --------------------------------------------------------------------------
- ---------
3(a) Restated Articles of Incorporation, as amended June 24,1993 (filed
as exhibit to Form 10-K for the year ended December 31, 1993 (Commission
File No. 0-13805) and incorporated herein by reference)
3(b) Bylaws, as amended through January 28, 1996 (filed as exhibit to
Form 10-K for the year ended December 31, 1995 (Commission File No. 0-
13805) and incorporated herein by reference)
4(a) Indenture of Trust relating to $5,000,000 Michigan Strategic Fund
Industrial Development Revenue Bonds due in 2006, and related Loan
Agreement, Letter of Credit Agreement, Mortgage and Security Agreement and
Irrevocable Transferable Letter of Credit (filed as exhibits to Form 10-K
for the year ended December 31, 1989 (Commission File No. 0-13805) and
incorporated herein by reference)
4(b) Second Amendment, dated June 19, 1992, to Letter of Credit with
Harris Trust and Savings Bank, dated November 1, 1986, relating to Letter
of Credit identified in Exhibit 4(a) (filed as exhibit to Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
4(c) Third Amendment, dated January 13, 1995, to Letter of Credit with
Harris Trust and Savings Bank, dated November 1, 1986, relating to Letter
of Credit identified in Exhibit 4(a)(filed as exhibit to Form 10-K for the
year ended December 31, 1994 (Commission File No. 0-13805) and
incorporated herein by reference)
4(d) Letter of Credit Agreement Waiver with Harris Trust and Savings
Bank, dated February 27, 1996, relating to the Letter of Credit and
applicable amendments in Exhibits 4(a), 4(b), and 4(c) (filed as exhibit
to Form 10-K for the year ended December 31, 1995 (Commission File No. 0-
13805) and incorporated herein by reference)
4(e) Fourth Amendment, dated August 2, 1996, to Letter of Credit with
Harris Trust and Savings Bank, dated November 1, 1986, relating to Letter
of Credit identified in Exhibit 4(a) (filed as exhibit to Form 10-Q for
the quarter ended June 30, 1996 (Commission File No. 0-13805) and
incorporated herein by reference)
4(f) Credit Agreement with Harris Trust and Savings Bank and The First
National Bank of Chicago, dated January 13, 1995 (filed as exhibit to Form
10-K for the year ended December 31, 1994 (Commission File No. 0-13805)
and incorporated herein by reference)
4(g) First Amendment to Credit Agreement and Waiver with Harris Trust
and Savings Bank, dated February 27, 1996, relating to Credit Agreement
identified in Exhibit 4(g) (filed as exhibit to Form 10-K for the year
ended December 31, 1995 (Commission File No. 0-13805) and incorporated
herein by reference)
4(h) Second Amendment to Credit Agreement with Harris Trust and Savings
Bank, dated August 2, 1996, relating to Credit Agreement identified in
Exhibit 4(g) (filed as exhibit to Form 10-Q for the quarter ended June 30,
1996 (Commission File No. 0-13805) and incorporated herein by reference)
4(i) Ameriwood Industries International Corporation common stock
certificate specimen (filed as exhibit to Form 10-Q for the quarter ended
March 31, 1993 (Commission File No. 0-13805) and incorporated herein by
reference)
<PAGE> 11
EXHIBIT INDEX
- --------------------------------------------------------------------------
- ------
4(j) Rights Agreement, dated April 4, 1996, between Ameriwood
Industries International Corporation and Harris Trust and Savings Bank, as
Rights Agent (filed as exhibit to Form 10-Q for the quarter ended June 30,
1996 (Commission File No. 0-13805) and incorporated herein by reference)
The following material contracts identified with "*" preceding the exhibit
number are agreements or compensation plans with or relating to executive
officers, directors or related parties.
*10(a) 1984 Incentive Stock Option Plan, as amended (filed as exhibit to
Form 10-K for the year ended December 31, 1990 (Commission File No. 0-
13805) and incorporated herein by reference)
*10(b) Ameriwood Industries 1992 Non-Employee Directors' Stock Option
Plan (filed as Exhibit A to the definitive proxy statement dated June 26,
1992 relating to the Company's 1992 annual meeting (Commission File No. 0-
13805) and incorporated herein by reference)
*10(c) Ameriwood Industries 1995 Non-Employee Directors' Stock Option
Plan (filed as Exhibit A to the definitive proxy statement dated April 12,
1995 relating to the Company's 1995 annual meeting (Commission File No. 0-
13805) and incorporated herein by reference)
*10(d) Ameriwood Industries 1993 Stock Incentive Plan (filed as Exhibit A
to the definitive proxy statement dated May 10, 1993 relating to the
Company's 1993 annual meeting (Commission File No. 0-13805) incorporated
herein by reference)
*10(e) Form of Stock Option Agreement dated February 14, 1991 with Neil
L. Diver (filed as exhibit to Form 10-K for the year ended December 31,
1990 (Commission File No. 0-13805) and incorporated herein by reference)
*10(f) Rospatch Corporation Annual Incentive Plan (filed as exhibit to
Form 10-K for the year ended December 31, 1990 (Commission File No .0-
13805) and incorporated herein by reference)
*10(g) Description of non-employee directors consultation fee
arrangements (filed as exhibit to Form 10-K for the year ended December
31, 1992 (Commission File No. 0-13805) and incorporated herein by
reference)
10(h) Rospatch Corporation Irrevocable Indemnity Trust Agreement dated
August 13, 1990 (filed as exhibit to Form 10-Q for the quarter ended June
30, 1990 (Commission File No. 0-13805) and incorporated herein by
reference)
*10(i) First Amendment to Rospatch Corporation Irrevocable Indemnity
Trust Agreement (filed as exhibit to Form 10-K for the year ended December
31, 1991 (Commission File No. 0-13805) and incorporated herein by
reference)
*10(j) Form of Indemnity Agreement entered into between the registrant
and certain executive officers (filed as exhibit to Form 10-K for the year
ended December 31, 1994 (Commission File No. 0-13805) and incorporated
herein by reference)
<PAGE> 12
EXHIBIT INDEX
- --------------------------------------------------------------------------
- ---------
*10(k) Form of Management Retention Agreement entered into between the
registrant and certain executive officers (filed as exhibit to Form 10-K
for the year ended December 31, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(l) Form of Variable Life Policy for certain executive officers of the
registrant (filed as exhibit to Form 10-K for the year ended December 31,
1993 (Commission File No. 0-13805) and incorporated herein by reference)
*10(m) Form of Split-Dollar Life Insurance Agreement entered into between
the registrant and certain executive officers (filed as exhibit to Form 10-
K for the year ended December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(n) Form of Collateral Assignment Agreement entered into between the
registrant and certain executive officers (filed as exhibit to Form 10-K
for the year ended December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(o) Form of Severance Compensation Agreement entered into between the
registrant and certain executive officers (filed as exhibit to Form 10-K
for the year ended December 31, 1993 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(p) Employment Agreement dated April 20, 1990 with Joseph J. Miglore
(filed as exhibit to Form 10-K for the year ended December 31, 1990
(Commission File No. 0-13805) and incorporated herein by reference)
*10(q) Addendum To Employment Agreement between registrant and Joseph J.
Miglore (filed as exhibit to Form 10-K for the year ended December 31,
1992 (Commission File No. 0-13805) and incorporated herein by reference)
*10(r) Management Retention Agreement dated as of November 20, 1992
between the registrant and Joseph J. Miglore (filed as exhibit to Form 10-
K for the year ended December 31, 1992 (Commission File No. 0-13805) and
incorporated herein by reference)
*10(s) Mutual Termination and Benefits Agreement dated as of January 18,
1996 between the registrant and Joseph J. Miglore (filed as exhibit to
Form 10-K for the year ended December 31, 1995 (Commission File No. 0-
13805) and incorporated herein by reference)
*10(t) Letter agreement regarding duties as Interim President and CEO
dated February 22, 1996 between the registrant and Charles R. Foley (filed
as exhibit to Form 10-K for the year ended December 31, 1995 (Commission
File No. 0-13805) and incorporated herein by reference)
*10(u) Severance Agreement dated April 10, 1996 between the registrant
and James Meier(filed as exhibit to Form 10-Q for the quarter ended June
30, 1996 (Commission File No. 0-13805) and incorporated herein by
reference)
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 20,209,200
<ALLOWANCES> 648,900
<INVENTORY> 20,882,700
<CURRENT-ASSETS> 41,787,500
<PP&E> 45,575,200
<DEPRECIATION> 22,669,000
<TOTAL-ASSETS> 64,854,300
<CURRENT-LIABILITIES> 12,380,500
<BONDS> 0
0
0
<COMMON> 4,243,400
<OTHER-SE> 33,865,600
<TOTAL-LIABILITY-AND-EQUITY> 64,854,300
<SALES> 78,621,000
<TOTAL-REVENUES> 78,621,000
<CGS> 66,479,100
<TOTAL-COSTS> 66,479,100
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 349,100
<INCOME-PRETAX> 903,400
<INCOME-TAX> 271,000
<INCOME-CONTINUING> 632,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 632,400
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
