ASTEC INDUSTRIES INC
10-Q, 1995-11-15
CONSTRUCTION MACHINERY & EQUIP
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FORM 10-Q 
 
SECURITIES & EXCHANGE COMMISSION 
Washington, D. C.  20549 
 
 
 
(Mark One) 
 
[  X  ]  Quarterly report pursuant to section 13 or 15(d) of the Securities  
Exchange Act of 1934.  For the quarterly period ended September 30,  
1995. 
 
[       ]  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                    0-14714 
 
Astec Industries, Inc. 
(Exact Name of Registrant as Specified in its Charter) 
 
         Tennessee                                         62-0873631 
(State or other jurisdiction of                         (I.R.S. Employer  
incorporation or organization)                         Identification No.) 
 
4101 Jerome Avenue, Chattanooga, Tennessee                      37407 
(Address of Principal Executive Offices)                       (Zip Code) 
 
(423) 867-4210 
(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__________ 
 
 
APPLICABLE ONLY TO CORPORATE ISSUERS 
 
	The number of shares outstanding of registrant's Common  
Stock, par value $0.20 per share, as of September 30, 1995 was  
 10,092,199. 
 
<PAGE> 
  
 
ASTEC INDUSTRIES, INC. 
 
INDEX 
 
Page Number 
								 
		 
PART I - Financial Information 
 
	Item 1.  Financial Statements-Unaudited 
 
		Consolidated Balance Sheets as of  
		September 30, 1995, December 31, 1994 
		and September 30, 1994				 
	
 
		Consolidated Statements of Income 
		for the Three Months and Nine Months 
		Ended September 30, 1995 and 1994		 
	 
 
		Consolidated Statements of Cash Flows 
		for the Nine Months Ended September 30, 1995 
		and 1994					 
	 
 
		Notes to Unaudited Consolidated Financial 
		Statements					 
	 
 
	Item 2.  Management's Discussion and Analysis 
          of Financial Condition and Results 
	         of Operations					 
	
 
PART II - Other Information 
 
	Item 1.  Legal Proceedings				 
	 
 
	Item 6.  Exhibits					 
	 
 
Signature Page							 
	 
<PAGE>
 
ASTEC INDUSTRIES, INC. 
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
 
1.	The information contained in the unaudited consolidated balance sheets, the  
 unaudited consolidated statements of income, and the unaudited consolidated
 statements of  cash flows reflect all adjustments consisting of normal 
 recurring accruals which are, in the opinion of management, necessary to
 present a fair statement of the results for the periods covered. 
 
2.	Receivables are net of allowance for doubtful accounts of $1,671,000,   
$1,684,000 and $1,054,000 for September 30, 1995, December 31, 1994 and 
September 30, 1994, respectively. 
 
3.	Inventories are stated at the lower of first-in, first-out, cost or market
 and consist of the following: 
                                  (in thousands) 
 
 
                 September 30,1995    December 31, 1994     September 30, 1994 
 
Raw Materials              $25,471            $  26,705               $ 19,028 
Work-in-Process              9,526               14,380                  7,242 
Finished Goods              21,413               15,225                 19,885 
 
 
Total                      $56,410             $ 56,310               $ 46,155 
 
 
4.	Property and equipment is stated at cost.  Property and equipment is net of  
accumulated depreciation of  $23,264,000, $23,529,000 and $22,414,000 for 
September 30, 1995, December 31, 1994 and September 30, 1994, respectively. 
 
5.	Earnings per share are computed in accordance with APB No. 15 and are based
 on  the weighted average number of shares outstanding for each respective
 period. 
 
6.	Certain customers have financed purchases of Astec products through  
arrangements in which Astec is contingently liable for customer debt 
aggregating approximately $7,639,000 at September 30, 1995, $13,800,000 at 
December 31, 1994, and $12,215,000 at September 30, 1994. 
 
7.	There have been no material developments in legal proceedings previously  
reported.  See "Management's Discussion and Analysis of Financial Condition and
 Results of Operations" in Part I - Item 2 "Contingencies" of this Report. 
 
8.	Approximately 80% of Astec's business volume normally occurs during the 
first nine months of each year. 
 
<PAGE>
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - CONT. 
 
9.	As disclosed in Note 2 to the Company's financial statements included in the
 1994  Annual Report, the Company acquired the remaining shares of Wibau-Astec
 on November  7, 1994 and on October 17, 1994 the Company acquired the 
operating assets and liabilities  of Gibat Ohl.  Effective June 30, 1995 the 
Company sold 100% of the stock of Wibau-Astec to Wirtgen Gesellschaft mit 
beschrankter Haftung, a German equipment manufacturer.  The following 
unaudited pro forma summary presents the consolidated  
results of operations for the three and nine months ended September 30, 1995 
and 1994 as if the acquisition of Gibat Ohl and the disposition of Wibau-Astec 
had occurred at the beginning of these years after giving effect to certain 
adjustments.  The pro forma results have been prepared for comparative 
purposes only and do not purport to be indicative of  
the results that would have occurred had the transaction occurred at the 
beginning of 1994 and 1995 or of results which may occur in the future. 

<TABLE>
                                      (in thousands) 
 
 
                     Three          Three            Nine              Nine
                     months         months           months            months
                     ended          ended            ended             ended
                     September 30,  September 30,    September 30,     September 30,
                     1994           1995             1994              1995
<CAPTION> 
<S>                  <C>            <C>              <C>               <C>
Net sales            $49,987        $65,015          $168,618          $188,116 

Net income             3,522          2,768            13,291             8,483 
 
Net income per 
common and  
common equivalent 
share                   $.36           $.27             $1.35              $.84 
 
</TABLE>
 
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
        	FINANCIAL CONDITION AND RESULTS OF OPERATION 
 
Results of Operations 
 
	For the three-month period ended September 30, 1995, net sales increased to  
$65,015,000 from $49,021,000 for the same period of 1994, representing a 32.6%  
increase.  At September 30, 1994 the Company owned only 50% of Wibau-Astec and 
its operations were accounted for on the equity basis of accounting and were 
not included in consolidated sales, gross profit or selling, general & 
administrative expenses.  Excluding the sales of CEI Enterprises, Inc. 
("CEI"),which was acquired in the first quarter of 1995,  
and Wibau-Astec and Gibat Ohl, which were acquired in the fourth quarter of 
1994, sales increased to $55,014,000 or 12.2% for the third quarter ended 
September 30, 1995. International sales by domestic subsidiaries, increased 
from $14,846,000 for the quarter  
ended September 30, 1994, to $15,203,000 for the quarter ended September 30, 
1995, representing a 2.4% increase.  International sales represent 23.4% and 
30.3% of total sales for the three months ended September 30, 1995 and 1994, 
respectively.  For  the nine-month period ended September 30, 1995, net sales 
were $192,927,000 compared to net sales of $157,941,000 for the same period 
of 1994, representing a 22.2% increase.  CEI, Wibau-Astec and Gibat Ohl 
accounted for $9,396,000 or 26.9% of the $34,986,000  
 
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  
AND RESULTS OF OPERATION - CONT. 
 
increase in sales for the nine months ended September 30, 1995.  For the nine 
months ended September 30, 1995 international sales increased to $43,086,000 
from $35,537,000 for the nine months ended September 30, 1994, representing a 
21.2% increase.   International sales from domestic subsidiaries represent 
22.3% and 22.5% of total net sales, for the nine months ended September 30, 
1995 and 1994, respectively. 
 
	Gross profit for the quarter ended September 30, 1995 increased to $13,298,000,
from $11,216,000 for the quarter ended September 30, 1994.  The gross profit 
percentage  for the three months ended September 30, 1995 and 1994 was 20.5% 
and 22.9%,  respectively. Gross profit for the nine months ended September 30, 
1995 increased to  $40,946,000 from $36,258,000 at September 30, 1994, a 12.9% 
increase, but the gross  profit percentage declined from 23.0% to 21.2%. The 
quarter and year-to-date declines in the gross profit percentage is primarily 
attributable to the softness in the trencher market, a  
new product line recently introduced by Trencor which has yet to attain 
positive margins, and low margins in the German operation. 
 
	Selling, general, and administrative expenses for the third quarter of 1995 
were $9,255,000 or 14.2% of net sales, compared to $7,998,000 or 16.3% of net 
sales for the same period of 1994.  Selling, general and administrative 
expenses for the third quarter of 1995 include the expenses of  Wibau-Astec, 
CEI and Gibat Ohl which total approximately $973,000. The Company did not 
own Gibat Ohl or CEI during the third quarter of 1994. For the nine months 
ended September 30, 1995 and 1994, selling, general and  
administrative expenses were $29,651,000 or 15.4% of net sales and $23,832,000 
or 15.1% of net sales, respectively.  Wibau-Astec, CEI and Gibat Ohl account 
for $4,861,000 of the increases in selling, general and administrative expenses
for the nine months ended September 30, 1995.  Other increases in expenses for 
the nine months ended September 30, 1995 include legal, international travel,
commissions and promotion expenses related to equipment shows.  
 
	Interest expense increased to $546,000 for the quarter ended September 30, 
1995 from $119,000 for the quarter ended September 30, 1994.  Interest expense 
as a percentage of net sales increased to 0.8% for the quarter ended September 
30, 1995 from 0.2% for the same period of 1994. The increase in interest 
expense for the third quarter of 1995 is attributable to usage of the Company's
revolving line of credit.  Interest expense  
for the nine months ended September 30, 1995 and 1994 was $1,618,000 and 
$331,000, respectively, with the majority of the increase
 relating to usage of the Company's revolving line of credit.  
Inventory built in anticipation of an even larger increase in sales and the  
increase in trade receivables are principally responsible for the increase
in the usage of the revolving line of credit. 
 
	Other income, net of other expense, was $367,000, or 0.6% of net sales for the 
quarter ended September 30, 1995, compared to other income net of expense of
$321,000, or 0.7% of net sales for the quarter ended September 30, 1994. Other 
income, net of expense for the quarter ended September 30, 1995 includes 
$150,000 from a settlement related to the violation of a patent owned by the 
Company.  Other income, for the third quarter of 1994 included a loss of 
approximately $517,000 from the Wibau-Astec  

<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  
AND RESULTS OF OPERATION - CONT. 
 
joint venture. Excluding the effect of the loss from the joint venture for the 
third quarter of 1994, the other income, net of expense was $838,000 or 1.7% of
net sales for the nine months.  Other income, net of expense increased to 
$3,313,000 at September 30, 1995 from a net other expense of $2,000 at 
September 30, 1994. For the nine months ended  
September 30, 1994, other income net of expense included a loss from the 
Wibau-Astec joint venture of $1,740,000.  Excluding the loss, other income was 
$1,738,000 for the nine months ended September 30, 1994.  In addition to the 
cash settlement above, other income for the nine months ended September 30,
1995 includes a pre-tax gain and related other income from the sale of
Wibau-Astec of approximately $2,000,000. 
	 
	Income tax expense for the third quarter of 1995 increased to $1,096,000 from  
$246,000 for the third quarter of 1994.  Income tax expense for the nine months
 ended September 30, 1995 and 1994 was $5,196,000 and $669,000, respectively. 
 Years prior to 1995 benefited from tax loss carryforwards, but most of 1995 
and future earnings will be fully taxed. 
	 
	Backlog at September 30, 1995 was $29,721,000 compared to $28,737,000 at  
September 30, 1994.  The backlog at September 30, 1995 includes amounts from
the newly acquired CEI and from Gibat Ohl.  Excluding the backlog of these 
companies, the backlog at September 30, 1995 compared to that of  September 30,
1994 for the remaining companies, in total,  has decreased approximately 
$1,788,000. 
 
	Earnings per share were $.27 for the third quarter of 1995 compared to $.32 
for the same period of 1994.  Earnings per share for the nine months ended 
September 30, 1995 were $.77 compared to $1.14 for the same period in 1994. 
 
Liquidity and Capital Resources 
 
	As of September 30, 1995, the Company had working capital of $68,759,000  
compared to $53,710,000 at September 30, 1994. 
	 
	Total short-term borrowings, including current maturities of long-term debt, 
were $2,417,000 September 30, 1995.  Long-term debt less current maturities was
$26,780,000 at September 30,1995. Debt outstanding at September 30, 1995 
consists of industrial revenue bonds issued to finance capital expenditures, 
short term notes payable issued by foreign subsidiaries for working capital and
the outstanding balance on the revolving line of credit. 
 
	Capital expenditures in 1995, for plant expansion and for further 
modernization of the Company's manufacturing processes, are expected to 
approach $15,000,000.  The Company expects to finance these expenditures using
internally generated funds.  Capital expenditures at September 30, 1995
were $13,740,000. 
<PAGE> 
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  
AND RESULTS OF OPERATION - CONT. 
 
	In July, 1994, an unsecured revolving line of credit was signed for 
$15,000,000 with The First National Bank of Chicago that expires September 30, 
1997.  On May 22, 1995, the Company amended the agreement to increase the 
revolving line to $22,000,000. The outstanding balance on the revolving line of
credit at September 30, 1995 was $13,740,000. The Company was in violation of 
the capital expenditures covenant which  
limits 1995 capital expenditures to $10,000,000.  A waiver for this violation 
has been received from The First National Bank of Chicago.  The Company was in 
compliance with all remaining financial covenants at September 30, 1995. 
 
	On July 24, 1995, the Company announced the sale of 100% of the stock of  
Wibau-Astec, a German subsidiary, to Wirtgen Gesellschaft mit beschrankter 
Haftung, a German equipment manufacturer for cash and other considerations 
including the assumption of Wibau debt by Wirtgen.  The Astec technology used 
by Wibau-Astec was not included in the sale but was purchased by the Company's
 remaining German subsidiary, Gibat Ohl. 
 
Contingencies 
 
	The Company is engaged in certain pending litigation involving claims or 
other matters arising in the normal course of business.  Most of these claims 
involve product  liability or other  tort claims for property damage or 
personal injury against which the Company is insured.  As a part of its 
litigation management program, the Company  
maintains general liability insurance covering product liability and other 
similar tort claims providing the Company coverage of $13,000,000 subject to a 
substantial self-insured retention under the terms of which the Company has the
 right to coordinate and control the  
management of its claims and the defense of these actions. 
 
	The Company's Milwaukee based subsidiary, Telsmith, Inc., was a defendant in a
patent infringement action brought by Nordberg, Inc., a manufacturer of a 
competing line of rock crushing equipment, seeking monetary damages and an 
injunction to cease an alleged infringement of a patent on certain components 
used in the production of its rock crushing equipment.  In the patent suit on 
March 30, 1995, the United States district Court  
for the Eastern District of Wisconsin issued a ruling in favor of the Company 
and entered a declaratory judgment in favor of Telsmith, Inc. and against 
Plaintiff Nordberg, Inc. declaring that claims 8 through 11 and 13 of
Nordberg's United States patent No. 4,478, 373, entitled "Conical Crusher"
are invalid.  The Court also entered judgment in favor of Telsmith, Inc. and
 against Nordberg, Inc. dismissing Nordberg's claim of  
infringement against Telsmith.  The Company was pleased with the court's
 decision, but has filed a Notice of Appeal asking the United States Court of 
Appeals for the Federal Circuit to overturn the trial court's decision not to 
award Telsmith its attorney's fees in the case.  Nordberg did not cross-appeal 
to the Federal Circuit on the Telsmith judgment.  The time for doing so has
 now expired.  The judgment has therefore become "final" as to those  
issues not raised by Telsmith on appeal.  Briefing on the Telsmith appeal
 has been  complete, and the parties are awaiting word from the Court as to 
where oral argument will  be held. 
 
<PAGE>
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  
AND RESULTS OF OPERATION - CONT. 
 
	On October 28, 1993, the Company was also named as a defendant in a patent  
infringement action brought by Gencor, Inc., a manufacturer of a competing line
 of asphalt plants, seeking monetary damages and an injunction to cease an 
alleged plant product line.  This case was filed in the U.S. District Court for
 the Middle District of Florida, and is still in the discovery phase.  On July
 14, 1995, the court entered an order granting in part the  
Company's motion for summary judgment on the issue of infringement of the 
subject Gencor patent.  The court held as a matter of law that the Company is 
not guilty of literal infringement of the subject patent.  The court did, 
however, rule that there is a triable issue  
of fact as to whether the Company's double barrel drum mixer infringes the 
subject Gencor patent under the doctrine of equivalents, thus significantly 
limiting the grounds on which Gencor can pursue the infringement claim against 
the Company. Trial is presently set to commence on January 22, 1996 in Orlando.
 Management believes this case to be without merit and intends to vigorously 
defend this suit; however, due to the uncertainties  
inherent in the litigation process, the Company is unable to predict the 
ultimate outcome of this litigation. 
 
	Management has reviewed all claims and lawsuits and, upon the advice of its  
litigation counsel, has made provision for any estimable losses; however, the 
Company is unable to predict the ultimate outcome of the outstanding claims and
lawsuits. 
 
PART II - OTHER INFORMATION 
 
Item 1.  Legal Proceedings 
 
	There have been no material developments in the legal proceedings previously  
reported by the registrant since the filing of its Quarterly Report on Form 10Q
for the quarter ended June 30, 1995, described on Part I - Item 2,
"Contingencies" of this report.  See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" in Part I - Item 2 Contingencies"
of this Report. 
 
Item 6.  Exhibits and Reports on Form 8-K 
 
	(a)	The following Exhibits   are filed with this Report: 
 
		11	Statement Regarding Computation of Per Share Earnings. 
 
	(b)	Reports on Form 8-K. 
 
		There were no reports on Form 8-K filed for the three months ended  
  September 30, 1995. 
 
 <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. 
 
 
ASTEC INDUSTRIES, INC.  
(Registrant) 
 
              			 
            11/15/95 	                    			            /s/ J. Don Brock 
              Date		 			                                     J. Don Brock 
                                      						        Chairman of the Board 
                                                   							  and President 
 
 
 
 
 
	           11/14/95				                              	/s/ Albert E. Guth 
          	   Date			                   		                 Albert E. Guth 
                                             							Senior Vice President 
                                             							Treasurer , Secretary 
                                           							and Principal Financial 
                                                         		 						Officer 
 
 
 <PAGE> 
 
                                 EXHIBIT 11		 
 
 
              Statement Regarding Computation of Per Share Earnings 
 
 
<PAGE> 
 
                               ASTEC INDUSTRIES, INC. 
 
                  EXHIBIT (11) - COMPUTATIONS OF EARNINGS PER SHARE 
 
                                      9/30/95 
                                    (in thousands) 
 
Shares for Earnings Per Share Computations:  
	Primary: 
		Weighted average outstanding during year		                    10,065 
		Common Stock equivalents for stock options		                     124 
 
		TOTAL                                                  					 	10,189 
 
 
	Fully Diluted: 
		Weighted average outstanding during year		                    10,065 
		Common Stock equivalents for stock options		                     125 
 
		TOTAL                                                  					 	10,190 
 
 
Earnings Applicable to Common Stock: 
	Net Income		                                            					   7,794 
 
 
Earnings Per Share (Based on Weighted Average Number  
	of Common and Common Equivalent Shares Outstanding): 
		Net Income		                                           				      .77 
 
 
Additional Computations of EPS: 
	Fully Diluted: 
		Net Income	                                          					       .77 
 
 
 Dilutive effect of common stock equivalents on both primary and fully diluted 
Earnings Per Share is less than 3% and, in accordance with APB Opinion No. 15, 
Earnings Per Share on the face of the Statements of Income is based on only the
weighted average number of common shares outstanding.  The above calculations
have been provided for reporting purposes only. 
 
<PAGE>

PART I                 ITEM I                        FINANCIAl STATEMENTS 

           ASTEC INDUSTRIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS 

ACCOUNT DESCRIPTION               SEPTEMBER 30    DECEMBER 31    SEPTEMBER 30
                                  1995            1994           1994
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS         $2,008          $10,471        $1,677
RECEIVABLES - NET                 41,906          30,068         27,270
INVENTORIES                       56,410          56,310         46,155
PREPAID EXPENSES AND OTHER        4,595           5,288          5,833
PATENT DAMAGE ESCROW FUNDS        0               0              12,795

TOTAL CURRENT ASSETS             104,919          102,137        93,730

PROPERTY AND EQUIPMENT - NET     48,922           42,349         37,751
OTHER ASSETS                     11,016           11,478         3,385

TOTAL ASSETS                     $164,857         $155,964       $134,866

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES

NOTES PAYABLE                    $1,917           $8,073
CURRENT MATURITIES OF 
    LONG-TERM DEBT               500              500             $500

ACCOUNTS PAYABLE - TRADE         16,271           14,262          13,183
RESERVE FOR PATENT DAMAGES       0                0               13,736
OTHER ACCRUED LIABILITIES        17,471           26,302          12,601

TOTAL CURRENT LIABILITIES        36,159           49,137          40,020


LONG-TERM DEBT, LESS CURRENT 
     MATURITIES                  26,780           16,155           18,700
OTHER LONG-TERM LIABILITIES      654              299              793

TOTAL SHAREHOLDERS' EQUITY       101,264          90,373           75,353

TOTAL LIABILITIES AND 
     SHAREHOLDERS' EQUITY        $164,857         $155,964         $134,866

<PAGE>

               ASTEC INDUSTRIES, INC. AND SUBSIDIARIES    
                   CONSOLIDATED STATEMENTS OF INCOME 
             (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
                             UNAUDITED

                                THREE MONTHS ENDED          NINE MONTHS ENDED
                                  SEPTEMBER 30                 SEPTEMBER 30
                               1995         1994       1995        1994      

SALES                          $65,015      $49,021    $192,927    $157,941
COST OF SALES                  51,717       37,805     151,981     121,683 
GROSS PROFIT                   13,298       11,216      40,946      36,258

S,G, & A EXPENSES              9,255        7,998      29,651      23,832 
PATENT SUIT DAMAGES 
   & EXPENSES                  0           43          0           205 
INCOME FROM OPERATIONS         4,043        3,175      11,295      12,221
INTEREST EXPENSE               546          119        1,618       331   
OTHER INCOME, NET OF EXPENSE   367          321        3,313       (2)   

INCOME BEFORE INCOME TAXES     3,864        3,377      12,990      11,888
INCOME TAXES                   1,096          246       5,196         669 

NET INCOME                     $2,768       $3,131      $7,794     $11,219 




EARNINGS PER COMMON AND 
COMMON EQUIVALENT SHARE        $0.27        $0.32       $0.77       $1.14


WEIGHTED AVERAGE NUMBER 
OF COMMON AND
COMMON EQUIVALENT SHARES 
OUTSTANDING                    10,092,199    9,805,185  10,065,101   9,801,032

<PAGE>
            ASTEC INDUSTRIES, INC. AND SUBSIDIARIES    
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (IN THOUSANDS)
                          UNAUDITED
                  
                                                NINE MONTHS ENDED
                                         SEPTEMBER 30             SEPTEMBER 30
                                         1995                     1994

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME                              $7,794                  $11,219
  ADJUSTMENTS TO RECONCILE NET INCOME TO
    NET CASH PROVIDED (USED) BY 
    OPERATING ACTIVITIES:
    DEPRECIATION AND AMORTIZATION         3,796                    2,898
    PROVISION FOR DOUBTFUL ACCOUNTS       265                      141
    PROVISION FOR INVENTORY RESERVE       1,806                    1,422
    PROVISION FOR WARRANTY RESERVE        2,670                    2,313
    FOREIGN CURRENCY TRANSLATION 
         ADJUSTMENT                       (265)
   (GAIN) LOSS ON SALE OF FIXED ASSETS    146                     (144)
   (GAIN) ON SALE BUSINESS                (468)

(INCREASE) DECREASE IN:
   RECEIVABLES                            (13,869)                (9,149)
   INVENTORIES                            (4,815)                 (7,572)
   PREPAID EXPENSES AND OTHER             497                     (4,211)
   PATENT DAMAGE ESCROW FUNDS                                     (486)
   OTHER RECEIVABLES                      269                      828
   OTHER ASSETS                           376                     (710)
INCREASE (DECREASE) IN:
   ACCOUNTS PAYABLE                       4,647                    3,014
   ACCRUED PRODUCT WARRANTY               (2,940)                  (1,590)
   OTHER ACCRUED LIABILITIES              (7,559)                  (2,521)
   TAXES PAYABLE                          (104)                    (241)
   RESERVE FOR PATENT DAMAGES                                      486

  TOTAL ADJUSTMENTS                       (15,548)                 (15,522)

  NET CASH PROVIDED (USED) BY 
      OPERATING ACTIVITIES                (7,754)                  (4,303)

CASH FLOWS FROM INVESTING ACTIVITIES:
  PROCEEDS FROM SALE OF PROPERTY
      AND EQUIPMENT - NET                 86                        278
  EXPENDITURES FOR PROPERTY AND  
      EQUIPMENT                           (10,525)                  (16,977)
  NET CASH OUTFLOW WITH SALE OF BUSINESS  (919)
  CASH PAYMENTS IN CONNECTION WITH BUSINESS
    COMBINATION, NET OF CASH ACQUIRED     (835)

  NET CASH USED BY INVESTING ACTIVITIES   (12,193)                 (16,699)

CASH FLOWS FROM FINANCING ACTIVITIES:
  NET BORROWINGS UNDER REVOLVING
      CREDIT LOAN                         10,489                    5,200
  BORROWINGS (REPAYMENTS) UNDER LOAN    
        AND NOTE AGREEMENTS               985                       13,990
  PROCEEDS FROM ISSUANCE OF COMMON STOCK  10                        31

  NET CASH PROVIDED BY FINANCING 
        ACTIVITIES                        11,484                   19,221

  NET INCREASE (DECREASE) IN CASH         (8,463)                  (1,781)
  CASH AT BEGINNING OF PERIOD             10,471                    3,458

  CASH AT END OF PERIOD                   $2,008                   $1,677



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                            2008
<SECURITIES>                                         0
<RECEIVABLES>                                    41906
<ALLOWANCES>                                      1671
<INVENTORY>                                      56410
<CURRENT-ASSETS>                                104919
<PP&E>                                           72186
<DEPRECIATION>                                   23264
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