<PAGE 1>
- -----------------------------------------------------------------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-Q
( X) Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period ended March 31, 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 0-15299
----------------------------------------
NYCOR, INC.
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2748564
-------- ---------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
287 CHILDS ROAD, BASKING RIDGE, NEW JERSEY 07920
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (908) 953-8200
--------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
------- -------
The registrant has outstanding 2,810,868 shares of Common Stock,
4,062,124 shares of Class A Stock, and 713,575 shares of Class B
Stock (which is immediately convertible into Common Stock on a
share-for-share basis) as of May 1, 1996.
<PAGE 2>
NYCOR, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements
Consolidated Statements of Operations 3
Consolidated Balance Sheets 4-5
Consolidated Statements of Cash Flows 6
Notes to the Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-9
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURE 11
<PAGE 3>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
NYCOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollar amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
March 31
1996 1995
<S> <C> <C>
Revenues:
Net Sales $24,731 $21,036
COGS 24,357 19,378
Selling, general and
administrative expense 2,335 2,556
-------- -------
Operating loss (1,961) (898)
Interest expense (income)(net of interest
income of $28 as of March 31, 1996) 217 (29)
-------- --------
Loss before income taxes (2,178) (869)
Federal, foreign and state income taxes 74 30
-------- --------
Net loss (2,252) (899)
Preferred Stock dividend requirement (489) (489)
-------- --------
Net loss attributable to common stockholders ($2,741) ($1,388)
======== ========
Primary loss per share ($0.36) ($0.18)
======== ========
Dividends per share declared:
Preferred Stock $0.425 $0.425
</TABLE>
<PAGE 4>
NYCOR, INC.
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash $ 108 $1,533
Accounts receivable (less allowance
of $609 at March 31, 1996 and 5,260 2,215
$607 at December 31, 1995)
Accounts receivable from
Fedders Corporation 661 1,860
Inventories:
Finished goods 2,040 1,021
Work in process 5,093 5,689
Raw materials and supplies 7,288 5,073
Other current assets 1,197 1,417
-------- --------
Total current assets 21,647 18,808
Property, plant and equipment:
Land 2,666 2,666
Buildings and improvements 11,304 10,414
Machinery & equipment 26,851 27,534
-------- --------
40,821 40,614
Less accumulated depreciation (10,345) (9,435)
-------- ---------
Net property, plant and equipment 30,476 31,179
Goodwill 41,946 41,124
Other assets 1,465 2,391
-------- ---------
Total assets $95,534 $93,502
======== =========
</TABLE>
<PAGE 5>
NYCOR, INC.
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ -------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities :
Accounts payable $10,706 $ 7,709
Accrued expenses 3,774 4,724
Current portion of capital
lease obligations 1,196 1,176
Short-term debt 3,000 -
Other current liabilities 80 81
-------- -------
Total current liabilities 18,756 13,690
Capital lease obligations 5,399 5,701
Other long-term debt 894 804
Subordinated Debentures 22,806 -
Non-current portion of warranty expense 496 577
Stockholders' equity:
Preferred Stock, $1 par value,
5,000,000 shares authorized,
1,150,000 shares issued and
outstanding at December 31, 1995 - 1,150
Common Stock, $1 par value,
115,000,000 shares authorized,
2,893,429 and 2,882,580 shares
issued as of March 31, 1996 and
December 31, 1995, respectively 2,893 2,882
Class A Stock, $1 par value,
100,000,000 shares authorized,
4,240,720 and 4,229,971 shares
issued as of March 31, 1996 and
December 31, 1995, respectively 4,241 4,230
Class B Stock, $1 par value,
7,500,000 shares authorized,
713,575 and 713,675 shares issued
and outstanding as of March 31, 1996
and December 31, 1995, respectively 714 714
Additional paid-in capital 16,101 37,779
Retained earnings from
January 1, 1988 24,387 27,128
Less-treasury stock at cost:
82,561 shares of Common
Stock; 178,596 shares of
Class A Stock (1,153) (1,153)
-------- --------
Total stockholders' equity 47,183 72,370
-------- --------
Total liabilities and
stockholders' equity $95,534 $93,502
======== ========
</TABLE>
<PAGE 6>
NYCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
First Quarter Ended
March 31,
1996 1995
------ -------
<S> <C> <C>
Cash flows from operations:
Net loss ($2,252) ($ 899)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 963 778
Amortization 342 400
Increase in accounts receivable (1,846) (179)
Decrease (increase) in inventories (2,640) 1,063
Increase (decrease) in other
current assets 223 (1,263)
Increase in other assets (230) (3)
Increase in accounts payable 2,997 1,020
Increase (decrease) in accrued expenses
and taxes payable (951) 784
-------- --------
Net cash provided by (used in)
operations (3,394) 1,701
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (262) (612)
-------- --------
Net cash used in investing activities (262) (612)
-------- --------
Cash flows from financing activities:
Dividends paid (489) (489)
Payments on capital leases (280) (2)
Increase in short-term borrowing 3,000 -
-------- --------
Net cash provided by (used in)
financing activities 2,231 (491)
-------- --------
Net increase (decrease) in cash and
cash equivalents (1,425) 598
Cash and cash equivalents, beginning
of period 1,533 1,981
-------- --------
Cash and cash equivalents, end of period $ 108 $2,579
======== ========
Supplemental disclosure:
Interest paid $702 $8
</TABLE>
<PAGE 7>
NYCOR, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(a) Statement of information furnished
The accompanying unaudited consolidated financial
statements have been prepared in accordance with Form 10-Q
instructions and in the opinion of management contain all
adjustments (consisting of normal recurring accruals) necessary
to present fairly the financial position as of March 31, 1996 and
December 31, 1995, the results of operations for the three months
ended March 31, 1996 and 1995, and the cash flows for the three
months ended March 31, 1996 and 1995.
(b) Earnings per share
Primary earnings per share are computed by dividing net
income less Preferred Stock dividends (declared or cumulating) by
the weighted average number of shares of Common Stock, Class A
Stock, Class B Stock and other common stock equivalents
outstanding: 7,582,000 and 7,580,000 in the first quarter of 1996
and 1995, respectively. Fully diluted earnings per share are
computed by dividing net income by the weighted average number of
shares of Common Stock, Class A Stock, Class B Stock and other
common stock equivalents (assuming conversion of Subordinated
Debentures) outstanding during the year: 10,113,000 and
10,133,000 in the first quarter of 1996 and 1995, respectively.
(See Exhibit 11)
(c) Exchange of Preferred Stock
On March 15, 1996, the Company exchanged the Preferred
Stock for the 8 1/2% Convertible Subordinated Debentures due 2012
at a rate of $20 principle amount of Debenture for each share of
Preferred Stock. The Debentures are convertible into Common
Stock at a rate of 1.11 shares of Common Stock and 1.11 shares of
Class A Stock for each $20 in principle amount of Debentures. As
a result of this exchange, long-term debt increased by
$22,806,000, and total stockholders equity was reduced by
$21,656,000.
(d) Short-term borrowing
The Company has a $3,000,000 revolving credit facility with
a commercial bank collateralized by all tangible and intangible
assets, except for the machinery and equipment at Rotorex. The
facility expired April 30, 1996 and has been extended to July 31,
1996. The interest rate on the credit facility is one percentage
point above the bank's prime rate (8.25% at March 31, 1996).
<PAGE 8>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have influenced the Company's financial
position and operating results during the periods included in the
accompanying consolidated financial statements.
BACKGROUND
NYCOR, Inc. (the "Company") is a holding company comprising two
operating subsidiaries. Melcor Corporation ("Melcor"), is a
manufacturer of solid state thermoelectric heat pump modules,
which are used for special cooling and heating applications.
Rotorex Company, Inc. ("Rotorex"), manufactures rotary
compressors for room air conditioners.
RESULTS OF OPERATIONS
Net sales of $24.7 million for the quarter ended March 31, 1996
were $3.7 million higher than in the same period of 1995,
reflecting higher sales of rotary compressors offset by lower
sales of thermoelectric heating and cooling modules.
Gross profit for the quarter ended March 31, 1996 compared to the
quarter ended March 31, 1995 decreased from $1.7 million to $0.4
million. The decrease in gross profit is largely attributable to
continuing inefficiencies at the Company's rotary compressor
operations as Rotorex continues efforts to operate an automated
assembly system delivered in the third quarter of 1995. At
Melcor, gross profit was impacted by lower sales.
Selling, general and administrative expenses for the quarter
ended March 31, 1996 amounted to $2.3 million compared to $2.6
million for the quarter ended March 31, 1995. The net loss
amounted to $2.3 million for the quarter ended March 31, 1996
compared to a $0.9 million net loss in the same period of 1995.
<PAGE 9>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital is $2.9 million at March 31, 1996,
compared to $5.1 million at December 31, 1995. In April 1996,
the Company extended its $3,000,000 working capital line of
credit which now expires July 31, 1996. The interest rate on the
credit facility, which is with a commercial bank, is one
percentage point over the prime rate. Management believes that
the Company's cash flow from operations and financing
arrangements are adequate to meet the needs of its operations and
its future requirements.
<PAGE 10>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit
(10) Modification Agreement No. 4 to Loan Agreement dated
April 29, 1996 among NYCOR, Inc., NYCOR North
America, Inc., and Rotorex Company, Inc. and National
Westminster Bank NJ
(11) Statement re computation of per share earnings
b) Reports on Form 8-K
On March 27, 1996 the Company filed a Report on Form 8-K
reporting the issuance of a news release on January 29,
1996 announcing its financial results for the year ending
December 31, 1995.
<PAGE 11>
SIGNATURE
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.
NYCOR, INC.
<TABLE>
<S> <C>
By /s/ Kent E. Hansen
--------------
Vice President-Finance
and General Counsel
Date May 14, 1996 Signing both in his
--------------- capacity as Vice President
on behalf of the Registrant
and as Chief Financial
Officer of the Registrant
</TABLE>
MODIFICATION AGREEMENT NO. 4
This Modification Agreement No. 4 made and dated as of the
30th day of April, 1996 (the "Agreement"), by and among:
NATWEST BANK N.A. (formerly known as NATIONAL WESTMINSTER
BANK NJ), a national banking association organized and existing
under the laws of the United States Of America (the "Lender");
and
NYCOR, INC., a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware
("NYCOR"); and
NYCOR NORTH AMERICA, INC., a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware ("North America"); and
MELCOR CORP., (formerly known as MATERIALS ELECTRONIC
PRODUCTS CORPORATION), a corporation duly organized, validly
existing and in good standing under the laws of the State of New
Jersey ("MEP"); and
ROTOREX COMPANY, INC., a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware ("Rotorex") (hereinafter NYCOR, North America, MEP and
Rotorex shall be collectively referred to as the "Credit Parties"
and individually referred to as a "Credit Party"); and
Each Guarantor set forth on the signature page hereof (the
"Guarantors").
WHEREAS, the Lender extended a $3,000,000 discretionary line
of credit to the Credit Parties on April 23, 1993 pursuant to a
certain loan agreement by and among the Lender and the Credit
Parties as amended by a Modification Agreement ("Modification
Agreement No. 1") dated as of April 29, 1994, by a Modification
Agreement ("Modification Agreement No. 2") dated June 10, 1994,)
and by a Modification Agreement dated April 28, 1995
("Modification Agreement No. 3") the "Loan Agreement") and
WHEREAS, this Agreement, the Agreement, Modification
Agreement No.1, Modification Agreement No.2 and Modification
Agreement No.3 shall be collectively included within the term the
"Loan Documents"; and
WHEREAS, the Lender has agreed to extend another
discretionary line of credit in favor of the Credit Parties for
letters of credit subject to the terms and conditions thereof;
and
WHEREAS, the Lender and the Credit Parties now desire to
further modify the Loan Agreement and the Loan Documents, to
provide for a maturity and termination date for the subject
credit facility of July 31, 1996, on which date all amounts
outstanding under the Loan Documents will be due and payable.
NOW, THEREFORE, the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
(1) Any word not otherwise defined herein shall have the
meaning ascribed to such term in the Loan Agreement.
(2) The Loan Agreement is hereby amended as follows:
(a) The definition of "Note" is hereby deemed to refer
to the Discretionary Line Note executed and
delivered by the Credit Parties in connection with
this Agreement.
(b) Section 2.07 is hereby deleted in its entirety and
replaced with the following:
"2.07 PRINCIPAL AND INTEREST PAYMENT DATES. The
aggregate principal amount of all Extensions of
Credit under the Line shall be due and payable on
the maturity date of the then current Note;
provided, however that if (i) on or before the
10th day prior to the maturity date of the then
current Note the Bank notifies NYCOR on behalf of
the Credit Parties that the maturity date of the
then current Note will be extended for another 90
days, and (ii) each of the Credit Parties executes
and delivers a new Note evidencing such extension
to the Bank on or before the fifth day prior to
such maturity date, then such maturity date will
be so extended for the term of the new Note (i.e.,
90 days). The Credit Parties hereby acknowledge
that any such extension is expressly conditioned
upon the execution and delivery by each of the
Credit Parties of a new Note reflecting the
extension on or before the fifth day preceding the
maturity date of the then current Note.
Notwithstanding the foregoing, under no
circumstances will the Bank extend the maturity
date of any Note to a date later than July 31,
1996 on which date all outstanding principal,
interest and other sums accrued under this Loan
Agreement shall be due and payable. If the Bank
does not notify NYCOR on behalf of the Credit
Parties of its intention to extend the maturity
date of the then current Note on or before the
10th day prior to the maturity date of the then
current Note, all interest, principal and other
sums accruing under the Loan Agreement shall be
due and payable on the maturity date of the then
current Note. Interest on all outstanding
Advances shall be due and payable on the last day
of each month commencing April 30, 1993".
(c) All terms and conditions of the Loan Agreement not
expressly modified herein shall remain in full
force and effect.
(3) The Loan Documents are hereby amended as follows:
(a) All references in the Loan Documents to any other
Loan Document are hereby amended to include such
Loan Documents as modified hereby.
(4) REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) To induce Lender to enter into this Agreement, each
Credit Party and each Guarantor jointly and severally
represent, warrant and covenant to the Lender as of the
date hereof that:
(i) The execution and delivery of this Agreement
and any of the documents executed and delivered in
connection herewith does not violate (a) any provision
of any Credit Party's or any Guarantor's Certificate
(or Articles) of Incorporation, as amended, or by-laws,
or any other operative organic documents, or (b) any
agreement or undertaking to which any Credit Party or
any Guarantor is a party or to which any of them is
bound in any fashion.
(ii) This Agreement is legal, valid and binding on
each Credit Party and each Guarantor and is enforceable
in accordance with its terms against each Credit Party
and each Guarantor.
(iii) Each Credit Party and each Guarantor has taken
all action required by law to validate and make this
Agreement enforceable.
(iv) There are no actions, suits or proceedings
pending, or threatened, against any Credit Party or any
Guarantor or any of their respective properties, except
as disclosed under the Loan Agreement, and none of them
are in default with respect to any order, writ,
injunction, decree or demand of any court or any
Governmental Authority.
(b) Each Credit Party does hereby reaffirm all of the
Loan Documents to which it is a party, as of April 23,
1993 and as of the date hereof, as if set forth herein
at length.
(c) Each Guarantor does hereby reaffirm all its
respective representations, warranties and covenants as
set forth in the Loan Documents to which they are a
party as of April 23, 1993 and as of the date hereof,
as if set forth herein at length.
(5) EVENT OF DEFAULT. Each Credit Party and each
Guarantor jointly and severally represent and warrant that there
exists no condition which at present constitutes, or with the
passage of time and the giving of notice would constitute, an
Event of Default as defined in the Loan Agreement, the Note or
any other Loan Document. Each Credit Party and each Guarantor
hereby acknowledges that any material misrepresentation contained
herein shall constitute any Event of Default as defined in the
Loan Agreement.
(6) FURTHER ASSURANCE. Each Credit Party and each
Guarantor will execute such additional documents as may be
reasonably requested by the Lender to reflect the terms and
conditions of this Agreement and will cause to be delivered such
certificates, legal opinions and other documents as are
reasonably required by the Lender. In addition, the Credit
Parties will pay all costs and expenses in connection with the
preparation, execution and delivery of the documents executed in
connection with this transaction, including, without limitation,
the reasonable fees and out-of-pocket expenses of special counsel
to the Lender as well as any and all filing and recording fees
and stamp and other taxes with respect thereto and to save the
Lender harmless from any and all such costs, expenses and
liabilities.
(7) RELEASE. TO INDUCE LENDER TO ENTER INTO THIS
AGREEMENT, BORROWER AND GUARANTOR HEREBY RELEASE, ACQUIT AND
FOREVER DISCHARGE LENDER, AND THE OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS OF LENDER FROM ALL LIABILITIES,
CLAIMS, DEMAND, ACTIONS OR CAUSES OF ACTIONS OF ANY KIND (IF
THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR
UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN THAT IT NOW
HAS OR EVER HAD AGAINST LENDER ARISING UNDER OR IN CONNECTION
WITH ANY OF THE LOAN DOCUMENTS OR OTHERWISE.
(8) NO WAIVER. Except as otherwise expressly provided in
is Agreement, nothing herein shall be deemed to amend or modify
any provision of the Loan Agreement or any of the other Loan
Documents, each of which shall remain in full force and effect.
This Agreement is not intended to be, nor shall it be construed
to create, a novation or accord and satisfaction, and the Loan
Agreement, as herein modified, shall continue in full force and
effect. Notwithstanding any prior mutual temporary disregard of
any of the terms of any of the Loan Documents, the parties agree
that the terms of each of the Loan Documents shall be strictly
adhered to on and after the date hereof.
(9) FEES AND EXPENSES. The Borrowers, jointly and
severally, agree to pay the following fees and expenses
associated with this Agreement upon the execution and delivery
hereof:
(A) Lender's counsel fees and expenses of $1,000.
(10) JURY TRIAL. THE PARTIES HERETO EACH HEREBY WAIVE THE
RIGHT TO TRIAL BY JURY IN ACTION, SUIT, COUNTERCLAIM OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
(11) COUNTERPARTS. Delivery of an executed counterpart of
the signature page hereof by telecopier shall be effective as
delivery of a manually executed counterpart of this Agreement.
(12) EFFECTIVENESS. This Agreement shall not become
effective until counterparts hereof shall have been executed and
delivered by each party hereto.
(13) GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New
Jersey.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals below.
CREDIT PARTIES
--------------
NYCOR, INC.
By: /s/ Kent E. Hansen
--------------------------------
Kent E. Hansen, Vice President
NYCOR NORTH AMERICA, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
MELCOR CORPORATION (F/K/A
MATERIALS ELECTRONIC PRODUCTS
CORPORATION)
By: /s/ Charles R. Weber
--------------------------------
Charles R. Weber, Vice President
ROTOREX COMPANY, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
GUARANTORS
----------
MELCOR INTERNATIONAL SALES
CORPORATION
By: /s/ Charles R. Weber
--------------------------------
Charles R. Weber, Vice President
MELCOR INTERNATIONAL SALES, INC.
By: /s/ Charles R. Weber
--------------------------------
Charles R. Weber, Vice President
ROTOREX INTERNATIONAL, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
ROTOREX TECHNOLOGIES, INC.
By: /s/ Kent E. Hansen
-------------------------------
Kent E. Hansen, Vice President
LENDER
------
NATIONAL WESTMINSTER BANK NJ
By: /s/ Keith Stinchcomb
-------------------------------
Keith Stinchcomb, Vice President
Exhibit 11
NYCOR, INC.
EARNINGS PER SHARE COMPUTATIONS
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
First Quarter Ended
March 31,
1996 1995
<S> <C> <C>
PRIMARY:
Average number of common and common
equivalent shares outstanding 7,582 7,580
======== =======
Net loss less preferred stock dividends ($2,741) ($1,388)
======== =======
Net loss per common share ($0.36) ($0.18)
======== =======
FULLY DILUTED:
Average number of common and common
equivalent shares outstanding 7,582 7,580
Additional average number of common
shares assuming conversion of the
preferred stock 2,531 2,553
-------- -------
Average number of common and common
equivalent shares outstanding assuming
conversion of the preferred stock
10,113 10,133
======== =======
Net loss ($2,252) ($899)
======== =======
Net loss per common share ($0.22) ($0.09)
======== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27 should be read in conjuction with the Financial Statements in the
Form 10-Q.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> $ 108
<SECURITIES> 0
<RECEIVABLES> $ 6,530
<ALLOWANCES> ($ 609)
<INVENTORY> $14,421
<CURRENT-ASSETS> $21,647
<PP&E> $40,821
<DEPRECIATION> ($10,345)
<TOTAL-ASSETS> $95,534
<CURRENT-LIABILITIES> $18,756
<BONDS> 0
0
0
<COMMON> $ 7,848
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $95,534
<SALES> $24,731
<TOTAL-REVENUES> $24,731
<CGS> $24,357
<TOTAL-COSTS> $26,692
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $ 217
<INCOME-PRETAX> ($ 2,178)
<INCOME-TAX> $ 74
<INCOME-CONTINUING> ($ 2,252)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> ($ 2,741)
<EPS-PRIMARY> ($ 0.36)
<EPS-DILUTED> ($ 0.36)
</TABLE>
