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 June 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
Identification No.)
incorporation or organization)
4101 Jerome Avenue, Chattanooga, Tennessee 37407
(Address of Principal Executive Offices) (Zip Code)
(615) 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 June 30, 1995 was 10,095,199.
<PGAE>
ASTEC INDUSTRIES, INC.
INDEX
Page Number
PART I - Financial Information
Item 1. Financial Statements-Unaudited
Consolidated Balance Sheets as of
June 30, 1995, December 31, 1994
and June 30, 1994
Consolidated Statements of Income
for the Three Months and Six Months
Ended June 30, 1995 and 1994
Consolidated Statements of Cash Flows
for the Six Months Ended June 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. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30 DECEMBER 31 JUNE 30
1995 1994 1994
ASSETS
CURRENT ASSETS
CASH AND CASH EQUIVALENTS $1,751 $10,471 $3,126
RECEIVABLES - NET 40,674 30,068 24,914
INVENTORIES 62,267 56,310 45,911
PREPAID EXPENSES AND OTHER 6,247 5,288 3,532
PATENT DAMAGE ESCROW FUNDS 0 0 12,446
TOTAL CURRENT ASSETS 110,939 102,137 89,929
PROPERTY AND EQUIPMENT - NET 48,468 42,349 34,841
OTHER ASSETS 12,586 11,478 4,420
TOTAL ASSETS $171,993 $155,964 $129,190
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
NOTES PAYABLE $1,098 $8,073 $0
CURRENT MATURITIES OF
LONG-TERM DEBT 500 500 $500
ACCOUNTS PAYABLE - TRADE 22,911 14,262 15,263
RESERVE FOR PATENT DAMAGES 0 0 13,387
OTHER ACCRUED LIABILITIES 18,624 26,302 12,721
TOTAL CURRENT LIABILITIES 43,133 49,137 41,871
LONG-TERM DEBT, LESS
CURRENT MATURITIE 29,900 16,155 13,500
OTHER LONG-TERM LIABILITIES 227 299 1,602
TOTAL SHAREHOLDERS' EQUITY 98,733 90,373 72,217
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $171,993 $155,964 $129,190
<PAGE>
ASTEC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
UNAUDITED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1995 1994 1995 1994
NET SALES $70,368 $62,694 $127,912 $108,920
COST OF SALES 56,357 48,681 100,264 83,878
GROSS PROFIT 14,011 14,013 27,648 25,042
S,G, & A EXPENSES 10,888 8,136 20,396 15,834
PATENT SUIT DAMAGES
& EXPENSES 0 71 0 162
INCOME FROM
OPERATIONS 3,123 5,806 7,252 9,046
INTEREST EXPENSE 605 141 1,072 212
OTHER INCOME,
NET OF EXPENSE 2,403 (129) 2,946 (323)
INCOME BEFORE
INCOME TAXES 4,921 5,536 9,126 8,511
INCOME TAXES 2,411 324 4,100 423
NET INCOME $2,510 $5,212 $5,026 $8,088
EARNINGS PER COMMON
AND COMMON
EQUIVALENT SHARE $0.25 $0.53 $0.50 $0.83
WEIGHTED AVERAGE
NUMBER OF COMMON AND
COMMON EQUIVALENT
SHARES OUTSTANDING 10,092,854 9,801,556 10,051,941 9,798,921
<PAGE>
ASTEC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED
SIX MONTHS ENDED
JUNE 30 JUNE 30
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $5,026 $8,088
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 2,664 1,867
PROVISION FOR DOUBTFUL ACCOUNTS 147 124
PROVISION FOR INVENTORY RESERVE 964 576
PROVISION FOR WARRANTY RESERVE 2,553 1,856
FOREIGN CURRENCY TRANSLATION
ADJUSTMENT (28) 0
GAIN ON SALE OF FIXED ASSETS 106 (18)
GAIN ON SALE BUSINESS (468)
(INCREASE) DECREASE IN:
RECEIVABLES (11,816) (6,551)
INVENTORIES (9,831) (6,482)
PREPAID EXPENSES AND OTHER (1,171) (1,815)
PATENT DAMAGE ESCROW FUNDS (137)
OTHER RECEIVABLES (434) 602
OTHER ASSETS (1,292) (1,780)
INCREASE (DECREASE) IN:
ACCOUNTS PAYABLE 11,287 5,093
ACCRUED PRODUCT WARRANTY (2,621) (1,130)
OTHER ACCRUED LIABILITIES (6,118) (1,431)
TAXES PAYABLE (1,023) (404)
RESERVE FOR PATENT DAMAGES 137
TOTAL ADJUSTMENTS (17,081) (9,493)
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (12,055) (1,405)
CASH FLOWS FROM INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF PROPERTY
AND EQUIPMENT - NET 92 58
EXPENDITURES FOR PROPERTY AND EQUIPMENT (8,788) (12,999)
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 (10,450) (12,941)
CASH FLOWS FROM FINANCING ACTIVITIES:
NET BORROWINGS UNDER REVOLVING CREDIT LOAN 13,609 0
BORROWINGS (REPAYMENTS) UNDER LOAN
AND NOTE AGREEMENTS 166 13,990
PROCEEDS FROM ISSUANCE OF COMMON STOCK 10 24
NET CASH PROVIDED BY FINANCING ACTIVITIES 13,785 14,014
NET INCREASE (DECREASE) IN CASH (8,720) (332)
CASH AT BEGINNING OF PERIOD 10,471 3,458
CASH AT END OF PERIOD $1,751 $3,126
<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 $ 1,308,000,
$1,684,000 and $1,292,000 for June 30, 1995, December 31, 1994
and June 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)
June 30, 1995 December 31,1994 June 30, 1994
Raw Materials $ 21,679 $ 26,705 $ 19,193
Work-in-Process 12,966 14,380 9,160
Finished Goods 27,622 15,225 17,558
$ 62,267 $ 56,310 $ 45,911
4. Property and equipment is stated at cost. Property and
equipment is net of accumulated depreciation of $23,637,000,
$23,529,000 and $21,560,000 for June 30, 1995, December 31, 1994
and June 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 $11,660,000 at June 30, 1995,
$13,800,000 at December 31, 1994, and $11,079,000 at June 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 50-55% of Astec's business volume normally
occurs during the first six months of each year.
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 six months ended June 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 months ended Three months ended Six months ended Six months ended
June 30, 1994 June 30, 1995 June 30, 1994 June 30, 1995
<CAPTION>
<S> <C> <C> <C> <C>
Net sales $66,623 $67,901 $118,631 $123,101
Net income 6,053 2,484 9,697 5,168
Net income per
common and
common
equivalent share $.62 $.25 $.99 $.51
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATION
Results of Operations
For the three-month period ended June 30, 1995, net sales
increased to $70,368,000 from $62,694,000 for the three-month period
ended June 30, 1994, representing a 12.2% increase. At June 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 declined
$4,280,000 or 6.8% primarily due to softness in the mobile equipment
and trencher equipment markets. International sales excluding sales
from CEI, Wibau-Astec and Gibat Ohl, increased from $12,791,000 for
the quarter ended June 30, 1994, to $19,847,000 for the quarter ended
June 30, 1995, representing a 55.2% increase. International sales
represent 28.2% and 20.4% of total sales for the three months ended
June 30, 1995 and 1994, respectively. For the six-month period ended
June 30, 1995, net sales were $127,912,000 compared to net sales of
$108,920,000 for the same period of 1994, representing a 17.4%
increase. However, CEI, Wibau-Astec, and Gibat Ohl accounted for
$16,655,000 of the $18,992,000 increase. For the six months ended
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -
CONT.
June 30, 1995 international sales increased to $27,883,000 from
$20,691,000 for the six months ended June 30, 1994, representing a
34.8% increase. International sales from domestic subsidiaries represent
21.8% and 19.0% of total net sales, for the six months ended June 30,
1995 and 1994, respectively. The increase in international sales for the
three and six months ended June 30, 1995 was due mainly to several
large shipments to the Far East during the second quarter of 1995.
Gross profit for the quarter ended June 30, 1995 decreased
slightly to $14,011,000, from $14,013,000 for the quarter ended June
30, 1994. The gross profit percentage for the three months ended June
30, 1995 and 1994 was 19.9% and 22.4%, respectively. Softness in the
mobile equipment and trencher markets, coupled with inefficiencies
associated with the relocation of Trencor, Inc. and consolidation of
Telsmith, Inc. into new manufacturing facilities offset the added gross
profit from CEI, Gibat Ohl and Wibau-Astec and improvements in other
subsidiaries during the second quarter of 1995. Gross profit for the six
months ended June 30, 1995 increased to $27,648,000 from
$25,042,000 at June 30, 1994, a 10.4% increase, but the gross profit
percentage declined from 23.0% to 21.6%. Most of the improvement in
the gross profit dollars is accounted for by the new subsidiaries. The
year-to-date decline 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,
inefficiencies in the two new manufacturing facilities, and low margins
in the German operations.
Selling, general, and administrative expenses for the second
quarter of 1995 were $10,888,000 or 15.5% of net sales, compared to
$8,136,000 or 13.0% of net sales for the same period of 1994. Selling,
general and administrative expenses for the second quarter of 1995
include the expenses of Wibau-Astec, CEI and Gibat Ohl which total
approximately $2,400,000. The Company did not own Gibat Ohl or CEI
during the second quarter of 1994. For the six months ended June 30,
1995 and 1994, selling, general and administrative expenses were
$20,396,000 or 15.9% of net sales and $15,834,000 or 14.5% of net
sales, respectively. Wibau-Astec, CEI and Gibat Ohl account for
$3,888,000 of the increases in selling, general and administrative
expenses for the six months ended June 30, 1995. Other increases in
expenses include legal, international travel, commissions and promotion
expenses related to equipment shows.
Interest expense increased to $605,000 for the quarter ended
June 30, 1995 from $141,000 for the quarter ended June 30, 1994.
Interest expense as a percentage of net sales increased to .9% for the
quarter ended June 30, 1995 from .2% for the same period of 1994.
Approximately one-fourth of the increase in interest expense for the
quarter relates to interest on Industrial Revenue Bonds used for 1994
capital expenditures. The Industrial Revenue Bonds were outstanding
only a portion of the second quarter of 1994. The remainder of the
increase in interest expense for the second quarter of 1995 is attributable
to usage of the Company's revolving line of credit. Interest expense for
the six months ended June 30, 1995 and 1994 was $1,072,000 and
$212,000, respectively, with the majority of the increase relating to
usage of the Company's revolving line of credit.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -
CONT.
Other income, net of other expense, was $2,403,000, or 3.4% of
net sales for the quarter ended June 30, 1995, compared to net other
expense of $129,000, or .2% of net sales for the quarter ended June 30,
1994. Included in other income, for the quarter ended June 30, 1995 is a
pre-tax gain and related other income from the sale of Wibau-Astec of
approximately $2,000,000. Other income, for the second quarter of
1994 included a loss of approximately $501,000 from the Wibau-Astec
joint venture. Excluding the effect of the loss from the joint venture for
the second quarter of 1994, the other income, net of expense as a
percentage of net sales was .6%. Other income, net of expense increased
to $2,946,000 at June 30, 1995 from a net other expense of $323,000 at
June 30, 1994. Excluding the Wibau-Astec related income, the other
income is approximately $946,000 for the six months ended June 30,
1995. The loss on the Wibau-Astec joint venture in the six months
ended June 30, 1994 was $1,224,000. Excluding the loss, other income
was $901,000 for the six months ended June 30, 1994.
Income tax expense for the second quarter increased to
$2,411,000 at June 30, 1995 from $324,000 at June 30, 1994. Income
tax expense for the six months ended June 30, 1995 and 1994 was
$4,100,000 and $423,000, respectively. Years prior to 1995 benefited
from tax loss carryforwards, but most of 1995 and future earnings will
be fully taxed. Tax expense was higher than normal during the second
quarter of 1995 because of the German tax expense and the disposition
of deferred tax assets related to the sale of Wibau-Astec.
Backlog at June 30, 1995 was $47,586,000 compared to
$37,714,000 at June 30, 1994. The backlog at June 30, 1995 includes
amounts from the newly acquired CEI and from Gibat Ohl. Excluding
the backlog of these companies, the backlog at June 30, 1995 compared
to that of June 30, 1994 for the remaining companies, in total, has
increased approximately $1,550,000.
Earnings per share were $.25 for the second quarter of 1995
compared to $.53 for the same period of 1994. Earnings per share for
the six months ended June 30, 1995 were $.50 compared to $.83 for the
same period in 1994.
Liquidity and Capital Resources
As of June 30, 1995, the Company had working capital of
$67,806,000 compared to $48,058,000 at June 30, 1994.
Total short-term borrowings, including current maturities of
long-term debt, were $1,598,000 at June 30, 1995. Long-term debt less
current maturities was $29,900,000 at June 30,1995. Debt outstanding
at June 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -
CONT.
Capital expenditures in 1995, for plant expansion and for
further modernization of the Company's manufacturing processes, are
expected to approach $10,000,000. The Company expects to finance
these expenditures using internally generated funds. Capital
expenditures at June 30, 1995 were $8,788,000.
In July, 1994, an unsecured revolving line of credit was signed
for $15,000,000 with The First National Bank of Chicago that expires
June 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 June 30, 1995 was $16,860,000. The
Company was in compliance with all financial covenants at June 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 $8,000,000 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.
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, Orlando Division, 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, this significantly limiting the
grounds on which Gencor can pursue the infringement claim against the
Company. The court has not yet ruled on the Company's motion for
summary judgment to limit recoverable damages in the case to a
reasonable royalty. Trial is presently set to commence on October 23,
1995 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 March 31, 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 June 30, 1995.
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)
8/15/95 /s/ J. Don Brock
Date J. Don Brock
Chairman of the Board
and President
8/15/95 /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
6/30/95
(in thousands)
Shares for Earnings Per Share Computations:
Primary:
Weighted average outstanding during year 10,052
Common Stock equivalents for stock options 126
TOTAL 10,178
Fully Diluted:
Weighted average outstanding during year 10,052
Common Stock equivalents for stock options 127
TOTAL 10,179
Earnings Applicable to Common Stock:
Net Income 5,026
Earnings Per Share (Based on Weighted Average Number
of Common and Common Equivalent Shares Outstanding):
Net Income .50
Additional Computations of EPS:
Fully Diluted:
Net Income .50
The Exhibits are numbered in accordance with Item 601 of Regulation S-K.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 1751
<SECURITIES> 0
<RECEIVABLES> 40674
<ALLOWANCES> 1308
<INVENTORY> 62267
<CURRENT-ASSETS> 110939
<PP&E> 72105
<DEPRECIATION> 22637
<TOTAL-ASSETS> 171993
<CURRENT-LIABILITIES> 43133
<BONDS> 0
<COMMON> 2018
0
0
<OTHER-SE> 96714
<TOTAL-LIABILITY-AND-EQUITY> 171993
<SALES> 70368
<TOTAL-REVENUES> 70368
<CGS> 56357
<TOTAL-COSTS> 56357
<OTHER-EXPENSES> 10888
<LOSS-PROVISION> 60
<INTEREST-EXPENSE> 605
<INCOME-PRETAX> 4921
<INCOME-TAX> 2411
<INCOME-CONTINUING> 2510
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2510
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
