<PAGE>
==============================================================================
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 number 1-5259
____________________
PITT-DES MOINES, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Pennsylvania 25-0729430
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
3400 Grand Avenue, Pittsburgh, PA 15225
(Address of Principal Executive Offices) (Zip Code)
(412) 331-3000
(Registrant's Telephone Number, including Area Code)
____________________
Indicate by check 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
----- ----
On March 31, 1997, 3,482,966 shares of Common Stock were outstanding.
===============================================================================
<PAGE>
TABLE OF CONTENTS
Page
Part I - Financial Information
Item 1. Financial statements 3
Item 2. Management's discussion and analysis of
financial condition and results of operations 11
Part II - Other Information
Item 1. Legal proceedings 14
Item 6. Exhibits and reports on Form 8-K 14
Signatures 15
Exhibit Index 16
-2-
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
PITT-DES MOINES, INC.
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
March 31,
--------------------------
(in thousands, except per share amounts) 1997 1996
--------- ---------
<S> <C> <C>
Earned revenue $ 109,581 $ 115,966
Cost of earned revenue (95,477) (101,035)
--------- ---------
Gross profit from operations 14,104 14,931
Selling, general and administrative expenses (10,692) (9,619)
--------- ---------
Income from operations 3,412 5,312
Other income/(expense):
Interest income 194 240
Interest expense (72) (277)
Gain on sale of assets 37 20
Miscellaneous, net (126) (85)
--------- ---------
33 (102)
--------- ---------
Income before income taxes 3,445 5,210
Income taxes (1,344) (2,036)
--------- ---------
Net income $ 2,101 $ 3,174
========= =========
Per common share:
Net income per common share $.60 $.90
========= =========
Dividends paid $.275 $.32
========= =========
Shares used to calculate income per share (in 000's) 3,522 3,525
========= =========
CONSOLIDATED RETAINED EARNINGS
Balance at the beginning of year $ 99,344 $ 89,677
Net income 2,101 3,174
Dividends paid (958) (1,104)
Other 10 38
--------- ---------
Balance at end of period $100,497 $ 91,785
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
-3-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
-------- --------
(in thousands) (Unaudited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 5,724 $ 16,815
Accounts receivable including retentions
(less allowances: 1997-$917; 1996-$868) 79,347 72,424
Inventories 17,822 18,192
Costs and estimated profits in excess
of billings 33,529 36,831
Deferred income taxes 4,475 4,475
Prepaid expenses 4,194 822
-------- --------
Total Current Assets 145,091 149,559
Other Assets 13,251 8,300
Property, Plant and Equipment
Land 7,274 7,274
Buildings 35,980 35,213
Machinery and equipment 66,025 65,457
-------- --------
109,279 107,944
Allowances for depreciation (67,954) (65,918)
-------- --------
Net Property, Plant and Equipment 41,325 42,026
-------- --------
$199,667 $199,885
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-4-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
-------- --------
(in thousands) (Unaudited)
<S> <C> <C>
Liabilities
Current Liabilities
Accounts payable $ 35,435 $ 41,593
Accrued compensation, related taxes and benefits 10,707 12,005
Other accrued expenses 1,791 2,064
Billings in excess of costs and estimated profits 5,724 10,731
Income taxes 1,707 494
Casualty and liability insurance 7,751 7,133
-------- --------
Total Current Liabilities 63,115 74,020
Revolving Credit Facility 9,000 0
Deferred Income Taxes 5,699 5,699
Minority Interest 2,080 1,546
Contingencies and Commitments
Stockholders' Equity
Preferred stock - par value $.01 per share;
authorized 3,000,000 shares; issued - none
Common stock - no par value; authorized
15,000,000 shares; issued 4,473,234 shares 33,549 33,549
Retained earnings 100,497 99,344
-------- --------
134,046 132,893
Treasury stock at cost
(1997-990,268 shares; 1996-990,233 shares) (14,273) (14,273)
-------- --------
Total Stockholders' Equity 119,773 118,620
-------- --------
$199,667 $199,885
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
-5-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
March 31,
---------------------------
(in thousands) 1997 1996
--------- --------
<S> <C> <C>
Cash Flow From Operating Activities
Net income $ 2,101 $ 3,174
Adjustments to reconcile net income to net
cash utilized by operating activities:
Depreciation 1,514 1,475
Gain on sale of assets (37) (20)
Minority interest in earnings, net of dividends
paid (116) (71)
Other non-cash credits, net (60) (60)
Change in operating assets and liabilities
(using) providing cash:
Accounts receivable (5,200) (3,705)
Inventories 3,284 153
Prepaid expenses (3,358) (1,900)
Costs, estimated profits and billings, net (1,705) 886
Accounts payable (8,407) (9,475)
Accrued liabilities (1,115) (120)
Income taxes 1,213 1,581
--------- --------
Net cash utilized by operating activities (11,886) (8,082)
Cash Flows from Investing Activities
Capital expenditures (615) (1,062)
Proceeds from sale of assets 80 23
Acquisitions, net of cash acquired (6,789) 0
Change in investments and other assets 67 (652)
--------- --------
Net cash utilized by investing activities (7,257) (1,691)
Cash Flows from Financing Activities
Proceeds from revolving credit facility 9,000 8,000
Payments of revolving credit facility 0 (3,000)
Dividends paid (958) (1,104)
Other 10 124
--------- --------
Net cash provided by financing activities 8,052 4,020
--------- --------
Decrease in cash and cash equivalents (11,091) (5,753)
Cash and cash equivalents at beginning of year 16,815 9,508
--------- --------
Cash and cash equivalents at end of period $ 5,724 $ 3,755
========= ========
</TABLE>
See Notes to Consolidated Financial Statements.
-6-
<PAGE>
Item 1. Financial Statements (Continued)
PITT-DES MOINES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
Note A. Basis of Presentation
The accompanying unaudited 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 months ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. The December 31, 1996 Consolidated Statement of
Financial Condition was derived from audited financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto contained in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
Note B. Acquisitions
General Steel Corporation - On January 31, 1997, the Company acquired 90% of the
stock of General Steel Corporation, a steel service center, located in
Vancouver, Washington.
Candraft Detailing, Inc. - On March 10, 1997, the Company acquired the stock of
Candraft Detailing, Inc., an engineering and drafting company, located in
Vancouver, British Columbia.
These acquisitions were accounted for as purchases and, accordingly, the assets
acquired and liabilities assumed were recorded at their fair value at the date
of acquisition. The total costs of these acquisitions were $8.3 million.
Note C. Costs and Estimated Profits on Uncompleted Contracts
Costs and estimated profits on uncompleted contracts are summarized
as follows:
<TABLE>
<CAPTION>
March 31, December 31,
(in thousands) 1997 1996
------------- ----------
<S> <C> <C>
Costs incurred on uncompleted contracts $ 700,023 $ 646,534
Estimated profits 96,403 88,729
--------- ---------
796,426 735,263
Less: Billings to date (768,621) (709,163)
--------- ---------
$ 27,805 $ 26,100
========= =========
</TABLE>
-7-
<PAGE>
Item 1. Financial Statements (Continued)
Note C. Costs and Estimated Profits on Uncompleted Contracts (Continued)
Costs, estimated profits and billings on uncompleted contracts are
included in the accompanying Consolidated Statements of Financial Condition
under the following captions:
<TABLE>
<CAPTION>
March 31, December 31,
(in thousands) 1997 1996
------------- -----------
<S> <C> <C>
Costs and estimated profits in excess of billings $33,529 $ 36,831
Billings in excess of costs and estimated profits (5,724) (10,731)
------- --------
$27,805 $ 26,100
======= ========
</TABLE>
Included in costs and estimated profits in excess of billings on uncompleted
contracts was approximately $6.5 million at March 31, 1997 and December 31,
1996, respectively, relating to an unapproved change order arising from a
dispute over design and specification changes on a project currently under
construction.
On May 14, 1996 the Company filed an action in the United States District Court
for the Northern District of Illinois (Eastern Division) captioned PITT-DES
MOINES, INC. V. METROPOLITAN PIER & EXPOSITION AUTHORITY ET AL. seeking
reimbursement in excess of $15.0 million for additional work and making other
claims in connection with an unapproved change order arising from a dispute over
design and specification changes to a project under construction. On June 4,
1996 certain of the defendants in said action made counterclaims against the
Company in amounts approximating $3.5 million. While counsel believes that the
Company has a basis for the claim, neither management nor counsel is able to
predict with certainty the ultimate resolution of this matter. As additional
information becomes available, the Company may revise its estimate of potential
recovery, which could result in a material adjustment to the results of
operations in future periods.
Note D. Contingencies
There are various claims and legal proceedings against the Company arising from
the normal course of business. Although counsel is unable to predict with
certainty the ultimate outcome, management and counsel believe the Company has
significant and meritorious defenses to any claims, and intend to pursue them
vigorously.
The Company's operations, including idle facilities and other property, are
subject to and affected by federal, state and local laws and regulations
regarding the protection of the environment. The Company accrues for
environmental costs where such obligations are either known or considered
probable and can be reasonably estimated.
-8-
<PAGE>
Item 1. Financial Statements (Continued)
Note D. Contingencies (Continued)
The Company is participating as a potentially responsible party (PRP) at three
different sites pursuant to proceedings under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA). Other parties have also been
identified as PRP's at the sites. Investigative and/or remedial activities are
ongoing. The Company believes, based upon information presently available to
it, that such future costs will not have a material effect on the Company's
financial position, results of operations or liquidity. Additionally, amounts
reflected in results of operations and in the statements of financial condition
during the three years ended December 31, 1996, have also not been material.
However, the imposition of more stringent requirements under environmental laws
or regulations, new developments or changes regarding site cleanup costs or the
allocation of such costs among PRP's or a determination that the Company is
potentially responsible for the release of hazardous substances at sites other
than those currently identified, could result in additional costs.
As previously reported, on November 3, 1993, an accident occurred at the
construction site of a new United States Post Office in Chicago where the
Company's Steel Construction business segment was in the process of erecting the
steel structure of the building. Two men were killed and five seriously injured
when a portion of the erected steel collapsed. Various personal injury claims
had been asserted against the Company, and others, as a result of the accident
(the "Personal Injury Cases"). As of December 31, 1996, the Company's insurance
carriers have settled all of the claims against the Company in the Personal
Injury Cases in which the Company was a defendant without the Company incurring
any additional cost.
An investigation of the November 3, 1993 accident was conducted by the Federal
Occupational Safety and Health Administration (OSHA) and the Justice Department
as required by OSHA law. OSHA has cited the Company for safety violations and
has assessed $147,000 in civil penalties. The Company contested the assessment
(the "Civil Penalty Proceeding") and in an order dated April 28, 1995, an
administrative law judge dismissed OSHA's case assessing civil penalties. OSHA
appealed that dismissal and in an order dated March 24, 1997, the Occupational
Safety and Health Review Commission reversed the dismissal and entered an order
staying any further proceedings in the Civil Penalty Proceeding pending
disposition of the OSHA Criminal Proceeding (See below.)
As a result of the OSHA/Justice Department investigation, on August 23, 1996,
the Company was served with an indictment issued by a grand jury for the United
States District Court for the Northern District of Illinois (the "OSHA Criminal
Proceeding"). The indictment alleges that the Company is guilty of two
misdemeanors for violations of the Occupational Safety Health Act (and
regulations promulgated thereunder) concerning the erection of structural steel
members around the time of the November 3, 1993 accident and that such
violations caused the deaths of the two men killed in the accident. The
Department of Justice has reported that the maximum criminal fines and penalties
which can be assessed, if the Company is convicted of both misdemeanors, is $1.0
million.
-9-
<PAGE>
Item 1. Financial Statements (Continued)
Note D. Contingencies (Continued)
On September 17, 1996 the Company entered a plea of not guilty to the alleged
misdemeanors and demanded a jury trial at which it intends to vigorously defend
itself against the allegations. A trial date of July 7, 1997 has been scheduled
in the OSHA Criminal Proceeding. The Company believes that it has significant
and meritorious defenses to the alleged misdemeanors.
If the Company is convicted of the alleged misdemeanors, management believes
that the resulting fines, penalties and costs of defense, which would be
uninsured, would not be material to the Company's financial condition, although
they could be material to the Company's reported results of operations for the
period in which such payments are incurred. As a result of the Justice
Department's actions, other claims, or proceedings may be instituted against the
Company. While the Company has no reason to believe that any such claim, action
or proceeding will be instituted against it, the Company cannot predict the
likelihood of such a claim, action or proceeding being instituted against it,
and cannot assess the availability of any insurance coverage or the possibility
or materiality of an adverse result in the event of any such claim, action or
proceeding in advance of a claim, action or proceeding being instituted.
On June 20, 1996 the Company was served with a subpoena to appear and produce
documents before a grand jury of the United States District Court for the
Western District of Wisconsin in connection with the United States Department of
Justice Antitrust Division's investigation of bid rigging and other criminal
violations in the steel bridge fabrication industry. The Company has been
informed that it is not the target of the investigation at present but that it
and other companies in the steel bridge fabrication industry are the subjects of
the investigation.
The Company has no reason to believe that it will become a target of the
investigation or that a criminal action will be instituted against it in these
matters. If the Company becomes a target or a criminal investigation is
instituted, the Company believes that it would have significant and meritorious
defenses to any such charges and would vigorously defend against them.
Management believes that the ultimate outcome of any matter currently pending
against the Company will not materially affect the financial position of the
Company although they could be material to the reported results of operations
for the period in which they occur.
-10-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996.
The Company reported net income of $2.1 million, or $.60 per share, on earned
revenue of $109.6 million for the quarter ended March 31, 1997. These results
compare with net income of $3.2 million, or $.90 per share, on earned revenue of
$116 million for the quarter ended March 31, 1996. The decrease of $6.4 million
in earned revenue is primarily due to the closure of the Melrose Park structural
steel fabricating facility, a separate profit center within the Steel
Construction business segment. Selling, general and administrative (SG&A)
expenses increased $1.1 million for the first quarter when compared with the
same quarter in 1996. This increase was primarily due to increases in the Steel
Service Centers and Engineered Construction Division (ECD) business segments.
New awards for the current quarter improved $33.6 million to $134.9 million
which resulted in a backlog of $197.4 million on March 31, 1997.
Earned revenue for ECD was $43.1 million for the quarter ended March 31, 1997
compared with $46.1 million in 1996. The timing, individual contract terms and
the stage of completion of contracts currently in progress play a significant
role in revenue recognition. There were a few major contracts in the beginning
stages of construction at the end of the first quarter. As these contracts
progress, results should improve in terms of earned revenue and profitability.
SG&A expenses as a percentage of earned revenue for the previous year quarter
was 8% and increased to 9.4% for the current quarter. This increase was
attributed to a lower volume of earned revenue along with an increase in
estimating costs due to pre-bid engineering activity. As a result of the
decrease in earned revenue and increase in SG&A expenses, income from operations
decreased $1.5 million from the previous year's quarter. New awards for the
current quarter increased $22 million to $70.3 million for the quarter ended
March 31, 1997.
Steel Construction reported earned revenue of $25 million and income from
operations of $1.5 million for the quarter ended March 31, 1997. These results
compare with earned revenue of $33.2 million and income from operations of $3.3
million for the quarter ended March 31, 1996. The most significant impact on
current results was the closure of the Melrose Park structural steel
fabricating facility. This facility contributed approximately 30% of Steel
Construction's earned revenue and also positively impacted income from
operations during the first quarter of 1996. For the first quarter this
facility reported a decrease in earned revenue and reported an operating loss
due to reduced volume and exit costs related to the closure. The exit costs did
not result in a material charge to Steel Construction's operations during the
first quarter of 1997. New awards, primarily bridge contracts, for the quarter
improved $6.8 million to $23.1 million which resulted in a backlog of $68.5
million. As indicated in "Costs and Estimated Profits on Uncompleted Contracts"
in
-11-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
RESULTS OF OPERATIONS (Continued)
Notes to Consolidated Financial Statements, included in costs and estimated
profits in excess of billings on uncompleted contracts at March 31, 1997 was
approximately $6.5 million relating to an unapproved change order arising from a
dispute over design and specification changes on a project currently under
construction.
Steel Service Centers earned revenue was $41.5 million in the first quarter
compared with $37.6 million in the previous year quarter. In the first quarter
income from operations increased 16 percent to $3.3 million when compared with
results from March 31, 1996. SG&A expenses as a percentage of earned revenue for
the previous year's quarter was 7.3% and increased to 7.8% for the current
quarter. A significant portion of the increase in earned revenue and SG&A was
attributed to the acquisition of General Steel Corporation during the first
quarter of 1997.
Other income of $33,000 for the current quarter, compares with other expense of
$102,000 for the same quarter in 1996. This improvement was primarily the
result of the decrease in interest expense as a result of the lower level of
net borrowings the Company maintained on revolving credit facility during the
first quarter of 1997 when compared with the same quarter of 1996.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which is required to be adopted by the Company for the
year ended December 31, 1997. The impact of Statement 128 on the calculation of
earnings per share for the Company is not expected to be material.
LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 1997, the Company's primary sources of liquidity
were cash and cash equivalents and proceeds from the revolving credit facility
which were used for acquisitions and invested in working capital. On March 31,
1997, cash and cash equivalents were $5.7 million, compared with $16.9 million
on December 31, 1996. Working capital increased $6.5 million from $75.5 million
at December 31, 1996 to $82 million currently.
The net cash utilized by operating activities increased $3.8 million for the
period ended March 31, 1997, when compared with the same period in 1996. The
increase in cash utilized was primarily the result of increases in costs,
estimated profits and billings (net) and receivables which are affected by the
mix, stage of completion and commercial terms of contracts.
-12-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (Continued)
RESULTS OF OPERATIONS (Continued)
The acquisition of General Steel Corporation on January 31, 1997, accounted for
a substantial portion of the cash utilized by investing activities for the first
quarter as well as the change from the previous year's first quarter. The
Company intends to continue to evaluate and selectively pursue opportunities for
growth or expansion of its businesses. Capital expenditures, exclusive of
acquisitions, were $600,000 for the three months ended March 31, 1997.
Expenditures of $1.1 million were primarily for plant and computer equipment for
the quarter ended March 31, 1996. Total capital expenditures for the year ending
December 31, 1997 should approximate $5.7 million.
Cash provided by financing activities was primarily from proceeds from the
revolving credit facility. The Company paid cash dividends of $960,000 ($.275
per share) for the quarter ended March 31, 1997. On May 1, 1997, the Board of
Directors declared a quarterly dividend of $.275 per share of common stock
payable June 27, 1997 to shareholders of record on June 13, 1997. The payment
of future dividends will be evaluated based on business conditions.
The Company has on hand and access to sufficient sources of funds to meet its
anticipated operating, expansion and capital needs. These sources include the
unused portion of a $40 million unsecured revolving credit facility which
matures December 31, 1998. This facility contains an annual option to renew for
an additional one-year period, subject to lender approval. On March 31, 1997,
$9 million in borrowings and $12 million of stand-by letters of credit were
outstanding under this agreement.
-13-
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
Refer to Part I Item 1, Notes C and D of the Notes to Consolidated
Financial Statements for information, which information is
incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11.1 - Computation of
earnings per share for the three months ended March 31, 1997 and 1996.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K.
There have been no reports on Form 8-K filed by the Company during the
quarter ended March 31, 1997.
-14-
<PAGE>
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.
Pitt-Des Moines, Inc.
-------------------------------
(Registrant)
Principal Executive Officer:
Date: May 14, 1997 By: /s/ Wm. W. McKee
---------------------------
Wm. W. McKee
(President and
Chief Executive Officer)
Principal Financial Officer:
Date: May 14, 1997 By: /s/ R. A. Byers
---------------------------
R. A. Byers
(Vice President
Finance and Treasurer)
-15-
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
11.1 Computation of earnings per share for the three
months ended March 31, 1997 and 1996
27 Financial Data Schedule
-16-
<PAGE>
Exhibit 11.1
PITT-DES MOINES, INC.
Computation of Earnings Per Share
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
March 31,
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Primary
Average shares outstanding 3,482,966 3,483,142
Dilutive stock options based on treasury stock
method using average market price 39,217 41,830
---------- ----------
3,522,183 3,524,972
========== ==========
Net income $2,101,522 $3,174,330
========== ==========
Per common share:
Net income per common share $ .60 $ .90
========== ==========
Fully Diluted
Average shares outstanding 3,482,966 3,483,142
Dilutive stock options based on treasury stock method
using greater of period-end or average market price 48,611 49,972
---------- ----------
3,531,577 3,533,114
========== ==========
Net income $2,101,522 $3,174,330
========== ==========
Per common share:
Net income per common share $ .60 $ .90
========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 5,724
<SECURITIES> 0
<RECEIVABLES> 80,264
<ALLOWANCES> 917
<INVENTORY> 17,822
<CURRENT-ASSETS> 145,091
<PP&E> 109,279
<DEPRECIATION> 67,954
<TOTAL-ASSETS> 199,667
<CURRENT-LIABILITIES> 63,115
<BONDS> 9,000
0
0
<COMMON> 33,549
<OTHER-SE> 86,224
<TOTAL-LIABILITY-AND-EQUITY> 199,667
<SALES> 109,581
<TOTAL-REVENUES> 109,581
<CGS> 95,477
<TOTAL-COSTS> 95,477
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72
<INCOME-PRETAX> 3,445
<INCOME-TAX> 1,344
<INCOME-CONTINUING> 2,101
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,101
<EPS-PRIMARY> .60
<EPS-DILUTED> .60
</TABLE>
