SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--
F0RM 10-Q
(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, 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 number: 33-64788
- --------------------------------------------------------------------------------
ASSOCIATED MATERIALS INCORPORATED
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-1872487
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
2200 Ross Avenue, Suite 4100 East, Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (214)220-4600
Not Applicable
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Indicate by check U whether the registrant (1) has filed all reports
required to be filed by Section 13 of 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 [ ]
Shares of Common Stock, $.0025 par value outstanding at November 11, 1996:
4,893,504
Shares of Class B Common Stock, $.0025 par value outstanding at
November 11, 1996: 2,700,000
<PAGE>
ASSOCIATED MATERIALS INCORPORATED
FORM 10-Q
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets ..................................................... 1
September 30, 1996 (Unaudited) and December 31, 1995
Statements of Operations (Unaudited) ............................... 2
Quarter and nine months ended September 30, 1996 and 1995
Statements of Cash Flows (Unaudited) ............................... 3
Nine months ended September 30, 1996 and 1995
Notes to Financial Statements ...................................... 4
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition .................................... 6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .............................. 10
SIGNATURES ............................................................. 11
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
ASSOCIATED MATERIALS INCORPORATED
BALANCE SHEETS
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
-------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash ...................................................................................... $ 2,961 $ 2,279
Accounts receivable, net .................................................................. 53,729 48,755
Inventories ............................................................................... 60,312 55,922
Income taxes receivable ................................................................... -- 427
Other current assets ...................................................................... 2,287 1,967
-------- --------
Total current assets ......................................................................... 119,289 109,350
Property, plant and equipment, net ........................................................... 52,414 49,566
Investment in Amercord Inc. .................................................................. 11,035 9,596
Deferred tax asset ........................................................................... -- 118
Other assets ................................................................................. 3,193 3,423
-------- --------
Total assets ................................................................................. $185,931 $172,053
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdrafts ........................................................................... $ 5,537 $ 6,047
Accounts payable .......................................................................... 21,535 14,489
Accrued liabilities ....................................................................... 22,671 22,342
Income taxes payable ...................................................................... 1,131 --
Revolving line of credit .................................................................. 17,115 18,171
Current portion of long-term debt ......................................................... 1,750 1,750
-------- --------
Total current liabilities .................................................................... 69,739 62,799
Deferred income taxes ........................................................................ 1,767 --
Other liabilities ............................................................................ 3,571 3,848
Long-term debt ............................................................................... 80,800 82,100
Stockholders' equity:
Preferred stock, $.01 par value:
Authorized shares - 100,000 at September 30, 1996 and December
31, 1995 Issued and outstanding shares - 0 at September 30, 1996
and December 31, 1995 ................................................................... -- --
Common stock, $.0025 par value:
Authorized shares - 15,000,000
Issued and outstanding shares - 4,893,504 at September 30, 1996
and 4,832,000 at December 31, 1995 ...................................................... 12 12
Common stock, Class B, $.0025 par value:
Authorized, issued, and outstanding shares -
2,700,000 at September 30, 1996 and December 31, 1995 ................................. 7 7
Capital in excess of par .................................................................. 185 67
Retained earnings ............................................................................ 29,850 23,220
-------- --------
Total stockholders' equity ................................................................ 30,054 23,306
Total liabilities and stockholders' equity ................................................... $185,931 $172,053
======== ========
</TABLE>
See accompanying notes
1
<PAGE>
ASSOCIATED MATERIALS INCORPORATED
STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30
------------------------- -------------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales ..................................................... $103,159 $ 97,873 $264,518 $262,871
Cost of sales ................................................. 71,196 72,868 189,320 198,030
-------- -------- -------- --------
31,963 25,005 75,198 64,841
Selling, general and administrative expense ................... 20,497 19,118 57,944 54,985
-------- -------- -------- --------
Income from operations ........................................ 11,466 5,887 17,254 9,856
Interest expense .............................................. 2,739 2,921 8,285 8,702
-------- -------- -------- --------
8,727 2,966 8,969 1,154
Equity in earnings of Amercord Inc. ........................... 404 (93) 1,440 335
-------- -------- -------- --------
Income (loss) before income tax expense ....................... 9,131 2,873 10,409 1,489
Income tax expense (benefit) .................................. 3,599 1,171 3,777 484
-------- -------- -------- --------
Net Income (loss) ............................................. $ 5,532 $ 1,702 $ 6,632 $ 1,005
======== ======== ======== ========
Earnings (loss) per common share .............................. $ 0.72 $ 0.22 $ 0.86 $ 0.13
Weighted average common and common
equivalent shares outstanding ............................... $ 7,716 $ 7,678 $ 7,699 $ 7,715
======== ======== ======== ========
</TABLE>
See accompanying notes
2
<PAGE>
ASSOCIATED MATERIALS INCORPORATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------
1996 1995
---- ----
OPERATING ACTIVITIES
Net income ............................................... $6,632 $1,005
Adjustments to reconcile net income to net cash used by
operating activities:
Depreciation and amortization........................... 4,367 3,961
Deferred income taxes................................... 1,885 (453)
Equity in earnings of Amercord Inc...................... (1,440) (335)
Changes in operating assets and liabilities:
Accounts receivable, net.............................. (4,974) (5,080)
Inventories........................................... (4,390) (4,647)
Income taxes payable.................................. 1,676 680
Bank overdrafts....................................... (510) 926
Accounts payable and accrued liabilities.............. 7,375 4,815
Other assets and liabilities.......................... (718) (1,035)
------ ------
Net cash provided by (used in) by operating activities.... 9,903 (163)
INVESTING ACTIVITIES
Additions to property, plant and equipment, net........... (6,865) (5,853)
FINANCING ACTIVITIES
Net increase in revolving line of credit.................. (1,056) 8,422
Principal payments of long-term debt...................... (1,300) (1,300)
------ ------
Net cash provided by financing activities................. (2,356) 7,122
Net increase (decrease) in cash........................... 682 1,106
Cash at beginning of period............................... 2,279 1,702
------ ------
Cash at end of period..................................... $2,961 $2,808
======= =======
Supplemental information:
Cash paid for interest.................................... $10,451 $10,830
======= =======
Net cash paid for income taxes............................ $ 247 $ 539
======= =======
See accompanying notes
3
<PAGE>
ASSOCIATED MATERIALS INCORPORATED
NOTES TO FINANCIAL STATEMENTS
FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The unaudited financial statements of Associated Materials Incorporated (the
"Company") as of and for the quarter and nine months ended September 30, 1996
have been prepared in accordance with generally accepted accounting principles
for interim financial reporting, the instructions to Form 10-Q, and Rule 10-01
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. These financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995 filed
with the Securities and Exchange Commission. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the interim financial information have been included.
The results of operations for any interim period are not necessarily indicative
of the results of operations for a full year. Certain prior period amounts have
been reclassified to conform with the current period presentation.
NOTE 2 - INVENTORIES
Inventories are valued at the lower of cost (first in, first out) or market.
Inventories consist of the following (in thousands):
September 30, December 31,
1996 1995
------- -------
Raw materials .................................... $12,805 $12,962
Work in process .................................. 5,890 6,175
Finished goods and purchased stock ............... 41,617 36,785
------- -------
$60,312 $55,922
NOTE 3- INVESTMENT IN AMERCORD INC. ("AMERCORD")
The Company's investment in Amercord, a 50% owned affiliate, is accounted for
using the equity method. Condensed statements of operations for Amercord are
presented below (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- ------------------------
1996 1995 1996 1995
------- -------- ------- -------
<S> <C> <C> <C> <C>
Net sales .................................................... $21,608 $ 17,804 $65,549 $58,500
Costs and expenses ........................................... 19,898 17,630 61,536 56,004
------- -------- ------- -------
Income from operations ....................................... 1,710 174 4,013 2,496
Interest expense ............................................. 432 470 1,347 1,433
Income tax expense (benefit) ................................. 471 (110) 985 393
------- -------- ------- -------
Net income (loss) before cumulative effect
of a change in accounting principle ..................... 807 (186) 1,681 670
Cumulative effect of a change in accounting
principle (net of tax) ................................... -- -- 1,196 --
Net income (loss) ............................................ $ 807 $ (186) $ 2,877 $ 670
======= ======== ======= =======
Company's share of net income (loss) ......................... $ 404 $ (93) $ 1,440 $ 335
======= ======== ======= =======
</TABLE>
4
<PAGE>
In the third quarter of 1996, Amercord reached an agreement in principle to
settle disputed royalty payments for the years 1990 through 1995. In conjunction
with the proposed settlement of the royalty payments, Amercord reduced its
accrued liability for royalty payments resulting in a pre-tax gain of
approximately $3.1 million. Also in the third quarter of 1996, Amercord
determined it was necessary to write down certain production equipment in
accordance with Statement of Financial Accounting Standards 121. As a result,
the equipment was written down resulting in a loss of $2.7 million. The net
effect of the two items discussed above was a net increase of $400,000 in
Amercord's operating income or an increase of approximately $120,000 in the
Company's equity in the earnings of Amercord.
NOTE 4 - EARNINGS PER COMMON SHARE
Earnings per common share computations are based on weighted average common and
common equivalent shares outstanding during the periods presented, determined
using the treasury stock method. Fully diluted earnings per common share are not
significantly different than primary earnings per common share.
NOTE 5 - AMENDMENT OF REVOLVING CREDIT AGREEMENT
In April 1996, the Company amended and restated its bank credit agreement to
increase the total credit facility to $50 million through May 31, 1999. The
amended and restated agreement otherwise contains substantially the same terms
and conditions as the previous agreement.
5
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
QUARTER ENDED SEPTEMBER 30, 1996 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1995
The table below sets forth for the periods indicated certain items of the
Company's financial statements by segment:
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
---------------------------------------------------------
1996 1995
-------------------------- --------------------------
PERCENTAGE OF PERCENTAGE OF
AMOUNT TOTAL NET SALES AMOUNT TOTAL NET SALES
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Total Company:
Net sales - Alside ............................................ $ 93,170 90.3% $ 86,614 88.5%
Net sales - AmerCable ......................................... 9,989 9.7 11,259 11.5
-------- ----- -------- -----
Total net sales ............................................. 103,159 100.0 97,873 100.0
Cost of sales ................................................. 71,196 69.0 72,868 74.5
Selling, general and administrative expense (1) ............... 20,497 19.9 19,118 19.5
-------- ----- -------- -----
Income from operations ........................................ $ 11,466 11.1% $ 5,887 6.0%
======== ===== ======== =====
Alside:
Net sales ..................................................... $ 93,170 100.0% $ 86,614 100.0%
Cost of sales ................................................. 62,362 66.9 61,576 71.1
Selling, general and administrative expense ................... 19,185 20.6 18,130 20.9
-------- ----- -------- -----
Income from operations ........................................ $ 11,623 12.5% $ 6,908 8.0%
======== ===== ======== =====
AmerCable:
Net sales ..................................................... $ 9,989 100.0% $ 11,259 100.0%
Cost of sales ................................................. 8,834 88.5 11,292 100.3
Selling, general and administrative expense ................... 644 6.4 437 3.9
-------- ----- -------- -----
Income (loss) from operations ................................. $ 511 5.1% $ (470) (4.2)%
======== ===== ======== =====
</TABLE>
(1) Consolidated selling, general and administrative expenses include corporate
expenses of $668,000 and $551,000 for the quarters ended September 30, 1996 and
1995, respectively.
OVERVIEW
The Company's net income and income from operations income increased 225%
and 94.8% to $5.5 million and $11.5 million, respectively, in the quarter ended
September 30, 1996 compared with the third quarter of 1995. The improvement in
the Company's operations was due primarily to its Alside division although its
AmerCable division and Amercord affiliate also reported higher income from
operations.
ALSIDE. Alside's income from operations for the quarter ended September
30, 1996 increased 68.3% from $6.9 million to $11.6 million primarily due to
higher gross profit percentages and higher sales volume across most of its
product lines, particularly vinyl siding. Alside's gross profit percentage
increased from 28.9% in the third quarter of 1995 to 33.1% in the third quarter
of 1996 due primarily to lower vinyl resin costs and improved manufacturing
efficiency. Alside's unit sales of vinyl siding and vinyl windows increased
14.9% and 6.6% in the quarter ended September 30,1996 as compared to the same
period in 1995. Selling, general and administrative expense increased by $1.1
million to $19.1 million in the quarter ended September 30, 1996 but decreased
as a percentage of sales as compared to the 1995 period.
6
<PAGE>
AMERCABLE. AmerCable's sales for the quarter ended September 30, 1996
decreased $1.3 million or 11.3% as compared to the same period in 1995 due to
lower volume in most product lines. AmerCable's income from operations was
$511,000 in the quarter ended September 30, 1996 as compared to an operating
loss of $470,000 for the same period in 1995. Income for the quarter was
primarily the result of improved manufacturing efficiencies and higher sales
prices. The gross profit percentage increased to 11.5% for the quarter ended
September 30, 1996 as compared to (.3%) for the same period in 1995.
OTHER. In the third quarter of 1996, Amercord reached an agreement in
principle to settle disputed royalty payments for the years 1990 through 1995.
As a result, Amercord recorded a pre-tax gain of approximately $3.1 million on
the proposed settlement. Also in the third quarter of 1996, Amercord wrote down
certain production equipment in accordance with Statement of Financial
Accounting Standards 121 resulting in a pre-tax loss of $2.7 million. The net
effect of these two items increased the Company's equity in the earnings in
Amercord by approximately $120,000, net of taxes. Exclusive of these two events,
Amercord's net income was $567,000 for the quarter ended September 30, 1996 as
compared to a loss of $186,000 for the same period in 1995. Amercord's sales and
gross profits increased 21.4% and 156.9%, respectively, during the quarter ended
September 30, 1996 as compared to the same period in 1995. The increase in net
income was the result of increased sales volume and lower production costs.
Amercord's net income was $807,000 for the quarter ended September 30, 1996, as
compared to the loss of $186,000 for the same period in 1995.
Net interest expense decreased $182,000 or 6.2% in the quarter ended
September 30, 1996 compared with the same period in 1995 primarily due to lower
borrowing requirements experienced by the Company under its line of credit
during the 1996 period.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1995.
The table below sets forth for the periods indicated certain items of the
Company's financial statements by segment:
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------
1996 1995
------------------------- -------------------------
PERCENTAGE OF PERCENTAGE OF
AMOUNT TOTAL NET SALES AMOUNT TOTAL NET SALES
--------- ----- --------- -----
<S> <C> <C> <C> <C>
Total Company:
Net sales - Alside ............................................ $ 233,686 88.3% $ 225,296 85.7%
Net sales - AmerCable ......................................... 30,832 11.7 37,575 14.3
--------- ----- --------- -----
Total net sales ............................................. 264,518 100.0% 262,871 100.0%
Cost of sales ................................................. 189,320 71.6 198,030 75.3
Selling, general and administrative expense (1) ............... 57,944 21.9 54,985 20.9
Income from operations ........................................ $ 17,254 6.5% $ 9,856 3.8%
========= ===== ========= =====
Alside:
Net sales ..................................................... $ 233,686 100.0% $ 225,296 100.0%
Cost of sales ................................................. 159,603 68.3 160,809 71.4
Selling, general and administrative expense ................... 53,654 23.0 52,010 23.1
--------- ----- --------- -----
Income from operations ........................................ $ 20,429 8.7% $ 12,477 5.5%
========= ===== ========= =====
AmerCable:
Net sales ..................................................... $ 30,832 100.0% $ 37,575 100.0%
Cost of sales ................................................. 29,717 96.4 37,221 99.1
Selling, general and administrative expense ...................... 2,502 8.1 $ 1,315 3.5
--------- ----- --------- -----
Loss from operations .......................................... $ (1,387) (4.5)% $ (961) (2.6)%
========= ===== ========= =====
</TABLE>
(1) Consolidated selling, general and administrative expenses include corporate
expenses of $1,788,000 and $1,700,000 for the nine-month periods ended
September 30, 1996 and 1995, respectively.
7
<PAGE>
OVERVIEW
For the nine months ended September 30, 1996, the Company recorded net
income of $6.6 million as compared $1 million for the same period in 1995 due to
higher operating income at its Alside division. Income from operations in the
first nine months of 1996 was $7.4 million or 75.1% higher than the first nine
months of 1995 as Alside's improvement offset AmerCable's loss from operations.
ALSIDE. Alside's income from operations increased from $12.5 million to
$20.4 million or 63.7% for the nine month period ended September 30, 1996 as
compared to the same period in 1995 due primarily to higher gross profits from
its vinyl siding products. Alside's sales increased 3.7% for the nine-month
period ended September 30, 1996 as compared to the same period in 1995. The
gross profit percentage increased to 31.7% for the nine months ended September
30, 1996 as compared to 28.6% for the same period in 1995 due primarily to lower
raw material costs (primarily vinyl resin) and improved manufacturing
efficiency. Alside's selling, general and administrative costs increased by $1.6
million for the 1996 period due to higher lease expenses for Alside's supply
centers as well as increased spending on advertising and research and
development.
AMERCABLE. AmerCable's loss from operations increased from $961,000 to
$1.4 million for the nine months ended September 30, 1996 as compared to the
same period in 1995. The increased loss from operations was due primarily to
charges to write down copper inventory as well as unfavorable production costs
in the first quarter of 1996. The higher selling, general and administrative
costs were caused by severance charges, higher wage and benefit costs and
expenses associated with AmerCable's new distribution operation in Houston,
Texas. The loss for the nine months ending September 30, 1996 would have been
$612,000 net of the inventory writedown and severance charges. AmerCable's sales
decreased $6.7 million or 17.9% for the nine months ended September 30, 1996 as
compared to the same period in 1995 due primarily to lower sales volume. The
gross profit percentage increased to 3.6% for the nine months ended September
30, 1996 as compared to 1% for the same period in 1995 due primarily to
manufacturing efficiencies and increased sales prices.
OTHER. The Company recorded $1.4 million in equity in the after tax
earnings of Amercord in the nine-month period ended September 30, 1996 as
compared to $335,000 for the same period in 1995. The Company's equity in
Amercord's income was favorably impacted by the proposed royalty settlement
discussed above and the change in accounting policy in the second quarter.
Income was unfavorably impacted by the writedown of equipment in accordance with
Statement of Financial Accounting Standards 121. The net increase in the
Company's equity in (after-tax) earnings as a result of these transactions was
$120,000. The Company's equity in earnings net of these transactions would have
been $639,000 for the nine months ended September 30, 1996. For the nine months
ended September 30, 1996, Amercord's sales increased by 12% to $65.5 million
from $58.5 million in 1995. Gross profit increased by $1.5 million due to higher
volume in the 1996 period and lower production costs.
Net interest expense decreased $417,000 or 4.7% in the nine months ended
September 30, 1996 compared with the same period in 1995 primarily due to lower
borrowing requirements experienced by the Company under its line of credit
during the third quarter of 1996 compared to the 1995 period.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $50 million credit facility with Key Bank N.A. (formerly
Society National Bank) which expires May 31, 1999. Borrowings under the credit
facility were $17.1 million at September 30, 1996, excluding outstanding letters
of credit, totaling $9.4 million. The letters of credit secure the taxable notes
and certain other obligations. Because of the seasonal nature of Alside's
business, the Company's borrowing requirements are traditionally highest during
the second quarter. At September 30, 1996 the Company had an additional
borrowing capacity of approximately $23.5 million .
Cash provided by operations was $9.9 million for the nine months ended
September 30, 1996 as compared to cash used by operations of $163,000 for the
same period in 1995. The increase in cash provided by operations in the 1996
period was due primarily to higher payables and higher net income.
Capital expenditures totaled $6.8 million in the nine months ended
September 30, 1996, compared with $5.9 million during the same period in 1995.
Expenditures in the 1996 period were primarily used to increase capacity of and
further automate its window manufacturing plants and increase inventory storage
capacity at Alside's Ennis, Texas vinyl siding plant.
8
<PAGE>
The Company believes that future cash flows from operations and its
borrowing capacity under its existing credit agreement will be sufficient to
satisfy its obligations to pay principal and interest on its outstanding debt,
maintain current operations and provide sufficient capital for presently
anticipated capital expenditures. However, there can be no assurances that the
cash so generated by the Company will be sufficient for such purposes.
EFFECTS OF INFLATION
The Company believes that the effects of inflation on its operations have
not been material during the past two years. Inflation could adversely affect
the Company if inflation results in significantly higher interest rates or
substantial weakness in economic conditions.
9
<PAGE>
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) During the quarter ended September 30, 1996, Associated Materials
Incorporated filed no Current Reports on Form 8-K.
10
<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.
ASSOCIATED MATERIALS INCORPORATED
(Registrant)
Date: November 11, 1996 By: /s/ ROBERT L. WINSPEAR
Robert L. Winspear, Vice President,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,961
<SECURITIES> 0
<RECEIVABLES> 58,953
<ALLOWANCES> 5,224
<INVENTORY> 60,312
<CURRENT-ASSETS> 119,289
<PP&E> 95,783
<DEPRECIATION> 43,369
<TOTAL-ASSETS> 185,931
<CURRENT-LIABILITIES> 69,739
<BONDS> 80,800
0
0
<COMMON> 19
<OTHER-SE> 30,035
<TOTAL-LIABILITY-AND-EQUITY> 185,931
<SALES> 103,159
<TOTAL-REVENUES> 103,159
<CGS> 71,196
<TOTAL-COSTS> 91,693
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,739
<INCOME-PRETAX> 9,131
<INCOME-TAX> 3,599
<INCOME-CONTINUING> 5,532
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,532
<EPS-PRIMARY> .72
<EPS-DILUTED> .72
</TABLE>
