<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, 1998
---------------------------------------
[ ] 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 0-15902
--------------------------------------------------------
ESSEF Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0777631
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 Park Drive, Chardon, Ohio 44024
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (440) 286-2200
------------------------------
None
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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, as
amended, 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 N/A
---- ----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common shares, as of the latest practicable date.
Class Outstanding at May 11,1998
- ------------------------------- ------------------------------------
Common Shares, no par value 11,738,243 Shares
Page 1 of 16
<PAGE> 2
ESSEF CORPORATION
FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1998
INDEX
Sequential
Page No.
--------
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1998 and September 30, 1997............ 3
Condensed Consolidated Statements of Income -
Three Months and Six Months Ended March 31, 1998
and 1997......................................... 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended March 31, 1998 and 1997......... 5
Notes to Condensed Consolidated Financial
Statements....................................... 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.. 9-11
Part II - Other Information
Item 1. Legal Proceedings.............................. 12
Item 2. Changes in Securities.......................... 12
Item 4. Submission of Matters to a Vote of Security
Holders........................................ 12
Item 6. Exhibits and Reports on Form 8-K............... 12
Page 2 of 16
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ESSEF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
---- ----
ASSETS (unaudited) (audited)
- ------
<S> <C> <C>
Current Assets
Cash and cash equivalents ..................................... $ 1,801 $ 1,668
Accounts receivable, net ...................................... 73,789 39,512
Inventories, net .............................................. 44,667 34,597
Prepayments and other ......................................... 2,385 2,173
--------- ---------
Total current assets ....................................... 122,642 77,950
Property, plant and equipment, net .................................... 68,662 63,820
Real estate held for sale ............................................. 4,333 4,333
Goodwill, net ......................................................... 64,668 60,349
Deferred income taxes ................................................. 5,392 5,706
Other ................................................................. 6,278 4,725
--------- ---------
$ 271,975 $ 216,883
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Short-term borrowings ......................................... $ 5,327 $ 5,320
Current maturities of long-term debt .......................... 596 549
Accounts payable .............................................. 31,093 20,028
Accrued expenses .............................................. 24,016 29,237
Accrued income taxes .......................................... 7,271 8,668
--------- ---------
Total current liabilities .................................. 68,303 63,802
Long-term debt ........................................................ 130,671 81,658
Other long-term Liabilities ........................................... 5,296 5,977
Shareholders' Equity
Preferred shares without par value,
authorized 1,000,000 shares,
none issued ................................................ -- --
Common shares without par value,
authorized 40,000,000 shares, issued
12,237,194 and 12,149,394 shares,
respectively ............................................... 32,299 32,234
503,927 Treasury shares at cost ............................ (7,962) (7,962)
Retained earnings ............................................. 43,186 41,099
Foreign currency translation adjustment ....................... 182 75
--------- ---------
Total shareholders' equity ..................................... 67,705 65,446
--------- ---------
$ 271,975 $ 216,883
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
Page 3 of 16
<PAGE> 4
<TABLE>
<CAPTION>
ESSEF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
1998 1997 1998 1997
------ ------- -------- -----
<S> <C> <C> <C> <C>
Net sales.................... $ 91,756 $ 55,599 $171,374 $ 95,808
Cost of sales................ 66,621 40,372 128,108 70,526
------- ------- ------- -------
Gross profit............... 25,135 15,227 43,266 25,282
Operating expenses........... 19,894 10,183 36,291 18,599
------- ------- ------- -------
Income from operations..... 5,241 5,044 6,975 6,683
Interest and other expense... 2,157 675 3,765 1,265
------- ------- ------- -------
Income before income taxes. 3,084 4,369 3,210 5,418
Provision for income taxes... 1,079 1,529 1,123 1,896
------- ------- ------- -------
Net income................. $ 2,005 $ 2,840 $ 2,087 $ 3,522
======== ======== ======== ========
Earnings per share:
Basic (a) $.17 $.24 $.18 $.30
======= ======= ======= =======
Diluted (a) $.15 $.22 $.16 $.27
======= ======= ======= =======
Average shares outstanding:
Basic 11,714 11,624 11,682 11,624
======= ======= ======= =======
Diluted 13,442 13,199 13,426 13,195
======= ======= ======= =======
<FN>
a) Basic and diluted earnings per share have been reported in accordance
with SFAS Number 128, "Earnings Per Share", which was adopted by the
Company effective October 1, 1997. Accordingly, all prior periods have
been restated.
</TABLE>
See notes to condensed consolidated financial statements.
Page 4 of 16
<PAGE> 5
<TABLE>
<CAPTION>
ESSEF CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
March 31,
1998 1997
--------- --------
<S> <C> <C>
Cash Flows from Operating Activities
Net income ........................................................ $ 2,087 $ 3,522
Adjustments to reconcile net income
to net cash used in operating activities
Depreciation and amortization ........................... 5,413 2,845
Other ................................................... (453) (234)
Changes in operating assets and liabilities
Accounts receivable .......................................... (33,245) (25,931)
Inventories .................................................. (8,956) (4,295)
Prepayments and other assets ................................. (216) (1,096)
Accounts payable ............................................. 9,945 6,703
Accrued expenses ............................................. (5,698) (713)
Accrued and deferred income taxes ............................ (1,088) 1,869
-------- --------
Net cash used in operating activities ................... (32,211) (17,330)
-------- --------
Cash Flows from Investing Activities
Additions to property, plant and
equipment .................................................... (9,625) (6,132)
Business acquisitions ............................................. (5,117) (1,468)
Other, net ........................................................ (2,169) 5,145
-------- --------
Net cash used in investing activities ................... (16,911) (2,455)
-------- --------
Cash Flows from Financing Activities
Proceeds from long term debt ...................................... 49,013 19,315
Increase(decrease) in short-term borrowings ....................... 54 (857)
Proceeds from exercise of stock options ........................... 188 4
-------- --------
Net cash provided by financing activities .................... 49,255 18,462
-------- --------
Net increase (decrease) in cash and
cash equivalents ............................................. 133 (1,323)
Cash and Cash Equivalents
Beginning of period ................................................... 1,668 2,620
-------- --------
End of period ......................................................... $ 1,801 $ 1,297
======== ========
Supplemental Cash Flow Information
Interest paid ................................................ $ 3,414 $ 1,106
======== ========
Income taxes paid ............................................ $ 2,206 $ --
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
Page 5 of 16
<PAGE> 6
ESSEF CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting of only normal and
recurring adjustments) which, in the opinion of management, are
necessary to present fairly the consolidated financial position of
Essef Corporation and subsidiaries (the "Company") as of March 31,
1998, and the results of operations for the three-month and six-month
periods ended March 31, 1998 and 1997, and cash flows for the
six-month periods ended March 31, 1998 and 1997.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes
thereto included in the Company's 1997 Annual Report to Shareholders,
sections of which are incorporated into the Company's Form 10-K filed
for the fiscal year ended September 30, 1997. The results of
operations for the three month and six month periods ended March 31,
1998 may not necessarily be indicative of the operating results for
the full year.
(2) RECLASSIFICATIONS
Certain reclassifications have been made to prior year amounts in
order to be consistent with the presentation for the current year.
<TABLE>
<CAPTION>
(3) INVENTORIES
Inventories are valued as follows:
(Dollars in thousands) March 31, September 30,
1998 1997
------------ -------------
<S> <C> <C>
FIFO COST
Raw materials .................................... $ 20,567 $ 17,482
Work-in-process .................................. 4,805 4,483
Finished goods ................................... 20,630 13,857
-------- --------
46,002 35,822
Excess of FIFO over LIFO cost .................. (1,335) (1,225)
-------- --------
Net Inventories ............................. $ 44,667 $ 34,597
======== ========
</TABLE>
(4) SHORT-TERM BORROWINGS
The Company's European subsidiaries have working capital lines of
credit of approximately $15,000,000. At March 31, 1998 and
Page 6 of 16
<PAGE> 7
September 30, 1997, $3,069,000 and $3,312,000, respectively was
outstanding. At March 31, 1998, interest was at rates ranging from 4.35%
to 9.0%. In addition, a note payable of $2,258,000 and $2,008,000 relating
to an acquisition was outstanding at March 31, 1998 and September 30,
1997, respectively. At March 31, 1998, the interest rate on the note was
6%.
(5) LONG-TERM DEBT
The Company through its bank group has an unsecured $135,000,000
multi-currency revolving loan facility ("Credit Facility"). The Credit
Facility matures April 30, 2002 and may be extended in one- year
increments with the approval of the bank group. The Credit Facility
includes commitment reductions at specified dates and for events
throughout the term of the loan, however, the commitment does not reduce
below $100,000,000. Interest rates are based on increments over LIBOR (or
foreign currency equivalent) rate. A 25 basis points facility fee is
payable on the total amount of the commitment. The Company is in
compliance with all of its covenants under its credit facilities. As of
March 31, 1998, interest rates ranged from 6.33% to 6.57%.
In May 1997, the Company entered into an interest rate swap agreement with
a commercial bank which effectively converts $30,000,000 of its floating
rate debt to a fixed rate of 6.33%. The effective interest rate on this
fixed portion of debt was 7.28% at March 31, 1998. The Company does not
use derivatives for trading purposes.
Long-term debt consists of the following:
(In thousands)
<TABLE>
<CAPTION>
March 31, September 30,
1998 1997
----------- ---------
(unaudited) (audited)
<S> <C> <C>
Revolving credit facilities $ 128,750 $ 79,700
Other 2,517 2,507
--------- ---------
131,267 82,207
Less current maturities (596) (549)
--------- ---------
Long-term debt $ 130,671 $ 81,658
========= =========
</TABLE>
(6) STOCK DIVIDEND
On January 29, 1998, the Board of Directors authorized a 10% stock
dividend which was distributed on March 3, 1998 to shareholders of record
on February 12, 1998. The consolidated financial statements have been
retroactively restated to reflect the number of shares outstanding
following the dividend.
Page 7 of 16
<PAGE> 8
(7) LITIGATION
There has been no material change to the status of the litigation referred
to in the Company's 1997 Annual Report to Shareholders, sections of which
are incorporated in the Company's Form 10-K filed for the fiscal year
ended September 30, 1997.
(8) SUBSEQUENT EVENT
On May 8, 1998, the Company announced that it is planning to spin-off its
Swimming Pool Sales and Installation Segment, subject to obtaining a
favorable tax ruling from the Internal Revenue Service, into a new company
to be known as Anthony & Sylvan Pools. The Company also announced that it
plans to file a registration statement with the U.S. Securities and
Exchange Commission for an initial public offering of Anthony & Sylvan
shares later this calendar year. The percentage of shares of Anthony &
Sylvan to be initially issued will likely be in the range of 15 to 20
percent. The spin-off is expected to follow the offering by several
months.
Page 8 of 16
<PAGE> 9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH
THREE MONTHS ENDED MARCH 31, 1997
Net sales of $91,756,000 for the second quarter of fiscal 1998 increased 65%
over fiscal 1997 net sales of $55,599,000. The Swimming Pool Sales and
Installation Segment, and the Swimming Pool and Spa Equipment Segment, which
benefited from the acquisition of General Aquatics on May 1, 1997 together
accounted for over 90% of the increase. The Water Treatment and Systems
Equipment Segment accounted for the balance of the increase reflecting a
strengthening European market, which was partially offset by a slowing in the
Asian markets served by the Company.
Gross profit remained constant at 27.4% as improved gross profit margins in the
Water Treatment and Systems Equipment Segment were offset by the inclusion of
the new Swimming Pool Sales and Installation Segment which has lower gross
margins. The second quarter is seasonally the slowest for the Swimming Pool
Sales and Installation Segment. The increase in margins in the Water Treatment
and Systems Equipment Segment came principally from improving market conditions
in Europe and cost control programs which were partially offset by the costs
associated with the production learning curve being experienced in India.
Operating expenses, consisting of engineering and development, selling, and
administrative expenses, as a percentage of sales increased from 18.3% to 21.7%.
Similar to the impact on gross margins, the increase was mainly attributable to
the inclusion of the seasonally slow second quarter for the new Swimming Pool
Sales and Installation Segment.
Interest and other expense increased by $1,482,000 to $2,157,000. The increase
was the result of increased borrowings, which were used to finance the
acquisition of General Aquatics in the third quarter of fiscal 1997.
The Company's effective tax rate was 35% in both periods.
As a result of the above items, net income of $2,005,000 or $.15 per diluted
share, decreased $835,000 from $2,840,000 or $.22 per diluted share.
SIX MONTHS ENDED MARCH 31, 1998 COMPARED WITH
SIX MONTHS ENDED MARCH 31, 1997
Net sales of $171,374,000 increased 79% over fiscal 1997 net sales of
$95,808,000. As was the case in the second quarter results described above, for
the first six months of the current fiscal year the Swimming
Page 9 of 16
<PAGE> 10
Pool Sales and Installation Segment, and the Swimming Pool and Spa Equipment
Segment, which benefited from the acquisition of General Aquatics on May 1, 1997
together accounted for over 90% of the increase. A strong European contribution
was primarily responsible for the balance of the increase in the Water Treatment
and Systems Equipment Segment.
Gross Profit decreased from 26.4% of sales to 25.2%. The decrease is entirely
attributable to the inclusion of the Swimming Pool Sales and Installation
Segment. The first and second quarters are seasonally the slowest for this
segment.
Operating expenses, consisting of engineering and development, selling, and
administrative expenses, as a percentage of sales increased from 19.4% to 21.2%.
As was the case for the second quarter results, the increase was mainly
attributable to the inclusion of the seasonally slow first and second quarters
for the Swimming Pool Sales and Installation Segment.
Interest and other expense increased by $2,500,000 to $3,765,000. The increase
was the result of increased borrowings, which were used to finance the
acquisition of General Aquatics in the third quarter of fiscal 1997.
The Company's effective tax rate was 35% in both periods.
As a result of the above items, net income of $2,087,000 or $.16 per diluted
share, decreased $1,435,000 from $3,522,000 or $.27 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998 funded debt was $136,594,000 an increase of $49,067,000 from
September 30, 1997. The increase was principally due to the normal seasonal
working capital increase from September 30, 1997, which amounted to $40,191,000
at March 31, 1998. Also impacting the Company's debt were capital expenditures,
which totaled $9,625,000 for the first six months and acquisition payments of
$5,117,000. The increase in capital expenditures relates primarily to
investments made in India, as part of the Company's global expansion strategy,
and investments made in the Swimming Pool and Spa Equipment Segment plants
following the acquisition of General Aquatics. The acquisition payments were
attributable to add-on acquisitions in the Swimming Pool and Spa Equipment and
Swimming Pool Sales and Installation Segments, which were completed in the
second quarter and progress payments made on prior year acquisitions.
The Company believes that funds available under its Credit Facility and funds
generated from operations will be sufficient to satisfy its anticipated
operating needs and capital improvements in fiscal 1998.
Page 10 of 16
<PAGE> 11
The Company is involved in various claims and lawsuits incidental to its
business, including product liability claims which are covered by insurance
after certain deductibles. As discussed in Note 16 of the Consolidated Financial
Statements, included in the Annual Report to Shareholders for the year ended
September 30, 1997, one such lawsuit involves claims against the Company and
other defendants which exceed $200 million, for which management believes it has
meritorious defenses. Although, the Company believes that its reserves are
adequate, a significant increase in the aggregate amount of claims could have an
adverse effect on the deductible level or upon the Company's ability to obtain
product liability coverage for certain product lines. While the ultimate result
of these contingencies cannot be predicted with certainty, based on information
presently available, management does not expect these matters to have a material
adverse effect on the consolidated financial position, results of operations or
cash flows of the Company.
PRIVATE SECURITIES LITIGATION REFORM ACT
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this report and
other materials filed with the Securities and Exchange Commission (as well as
information included in oral or other written statements made or to be made by
the Company) contains statements that are forward-looking. Such statements may
relate to plans for future expansion, plant integrations and consolidations,
business development activities, other capital spending, financing or the
effects of regulation and competition. Such information involves important risks
and uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to those relating to product
development activities, actual costs of plant integrations and consolidations,
dependence on existing management, global economic and market conditions, the
impact of weather on pool businesses, and changes in federal or state laws.
Page 11 of 16
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There has been no material change to the status of the legal
proceedings referred to in the 1997 Form 10-K during the period
covered by this report.
ITEM 2. CHANGES IN SECURITIES
No change.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Earnings Per Share
13 Independent Public Accountants' Review Report
15 Independent Public Accountants' Awareness Letter
27 Financial Data Schedule
(b) Form 8-K
No reports on Form 8-K have been filed during the quarter for
which this Report is filed.
Page 12 of 16
<PAGE> 13
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.
ESSEF Corporation
(Registrant)
Thomas B. Waldin
------------------------------------
THOMAS B. WALDIN
President and
Chief Executive Officer
(Principal Executive Officer)
Stuart D. Neidus
------------------------------------
STUART D. NEIDUS
Executive Vice President
and Chief Financial Officer
(Principal Accounting Officer)
Date: May 11, 1998
Page 13 of 16
<PAGE> 1
EXHIBIT 11
----------
EARNINGS PER SHARE
The computation of basic and diluted earnings per share is as follows:
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
------------------------- -------------------------
1998 1997 1998 1997
------ ------ ------- ------
<S> <C> <C> <C> <C>
Weighted average shares
outstanding 11,714 11,624 11,682 11,624
Add equivalent shares for
stock options (a) 1,728 1,575 1,744 1,571
------- ------- ------- -------
Average shares outstanding for
computation of earnings per
share 13,442 13,199 13,426 13,195
======= ======= ======= =======
Net Income $ 2,005 $ 2,840 $ 2,087 $ 3,522
======= ======= ======= =======
EARNINGS PER SHARE:
Basic $ .17 $ .24 $ .18 $ .30
======= ======= ======= =======
Diluted $ .15 $ .22 $ .16 $ .27
======= ======= ======= =======
<FN>
(a) Computed under the "Treasury Stock Method" using the average market price
for the respective period.
</TABLE>
Page 14 of 16
<PAGE> 1
EXHIBIT 13
----------
INDEPENDENT PUBLIC ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Shareholders of
Essef Corporation
Chardon, Ohio
We have reviewed the accompanying condensed consolidated balance sheet of Essef
Corporation and Subsidiaries (the "Company") as of March 31, 1998, and the
related condensed consolidated statements of income for the three-month and
six-month periods ended March 31, 1998 and 1997, and their cash flows for the
six-month periods ended March 31, 1998 and 1997. These financial statements are
the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of September 30,
1997, and the related consolidated statements of income, shareholders' equity,
and cash flows for the year then ended (not presented herein) and in our report
dated November 19, 1997, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of September 30, 1997
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
April 20, 1998
Page 15 of 16
<PAGE> 1
EXHIBIT 15
----------
INDEPENDENT PUBLIC ACCOUNTANTS' AWARENESS LETTER
May 11, 1998
Essef Corporation and Subsidiaries
220 Park Drive
Chardon, Ohio
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Essef Corporation and Subsidiaries for the periods ended March
31, 1998 and 1997, as indicated in our report dated April 20, 1998; because we
did not do an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, is
incorporated by reference in Registration Statement No. 33-17758 on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Cleveland, Ohio
Page 16 of 16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,801
<SECURITIES> 0
<RECEIVABLES> 73,789
<ALLOWANCES> 0
<INVENTORY> 44,667
<CURRENT-ASSETS> 122,642
<PP&E> 123,599
<DEPRECIATION> (54,937)
<TOTAL-ASSETS> 271,975
<CURRENT-LIABILITIES> 68,303
<BONDS> 0
0
0
<COMMON> 24,337
<OTHER-SE> 43,368
<TOTAL-LIABILITY-AND-EQUITY> 271,975
<SALES> 91,756
<TOTAL-REVENUES> 91,756
<CGS> 66,621
<TOTAL-COSTS> 86,515
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,157
<INCOME-PRETAX> 3,084
<INCOME-TAX> 1,079
<INCOME-CONTINUING> 1,079
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,079
<EPS-PRIMARY> .17
<EPS-DILUTED> .15
</TABLE>
