<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
---------------------------------
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 1-9603
-------------
STEVENS GRAPHICS CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2159407
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5500 Airport Freeway, Fort Worth, Texas 76117
---------------------------------------------
(Address of principal executive offices) (Zip Code)
817/831-3911
------------
(Registrant's telephone number, including area code)
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 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 XX No___
----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Outstanding at May 5, 1995*
- -------------------------------- -------------------------------
Series A Stock, $0.10 Par Value 7,167,243
Series B Stock, $0.10 Par Value 2,234,959
*Certificates of Common Stock representing 652 shares have not been tendered to
the Transfer Agent for certificates representing Series A and Series B Common
Stock.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 3
December 31, 1994 and March 31, 1995
(unaudited)
Consolidated Condensed Statements of Income 4
Three months ended March 31, 1995
and 1994 (unaudited)
Consolidated Condensed Statements of 5
Stockholders' Equity
December 31, 1994 and three months ended
March 31, 1995 (unaudited)
Consolidated Condensed Statements of Cash Flows 6
Three months ended March 31, 1995 and 1994
(unaudited)
Notes to Consolidated Condensed Financial 7
Statements (unaudited)
Item 2. Management's Discussion and Analysis of 9
Financial Condition and Results of
Operations
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
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STEVENS GRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
December 31, March 31,
1994 1995
(Unaudited)
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 396 $ 592
Temporary investments 1,077 -
Trade accounts receivable, less
allowance for losses of $450 and
$479 in 1994 and 1995, respectively 13,050 21,025
Costs and estimated earnings in
excess of billings on long-term
contracts 12,478 10,918
Inventory (Note 3) 20,198 23,961
Other current assets 498 735
--------- ---------
Total current assets 47,697 57,231
Property, plant and equipment, net (Note 5) 29,734 30,381
Other assets, net 16,610 16,323
--------- ---------
$ 94,041 $ 103,935
LIABILITIES AND STOCKHOLDERS' EQUITY ========= =========
Current liabilities:
Trade accounts payable $ 11,372 $ 9,517
Billings in excess of costs and
estimated earnings on long-term
contracts 3,390 3,930
Other current liabilities 8,942 10,007
Income taxes payable 279 1,045
Customer deposits 5,929 5,828
Advances from affiliate (Note 4) 932 -
Current portion of long-term debt (Note 5) 161 161
--------- ---------
Total current liabilities 31,005 30,488
Long-term debt (Note 5) 15,308 23,696
Deferred income taxes 5,428 5,428
Deferred pension 1,335 1,335
Commitments and contingencies (Note 6)
Stockholders' equity
Preferred stock, $.10 par value
2,000,000 shares authorized, none
issued and outstanding - -
Series A Common Stock, $.10 par
value, 20,000,000 shares authorized,
7,130,000 and 7,158,000 shares
issued and outstanding at
December 31, 1994 and March 31, 1995,
respectively 713 716
Series B Common Stock, $.10 par value,
6,000,000 shares authorized, 2,236,000
shares issued and outstanding at
December 31, 1994 and March 31, 1995,
respectively 224 224
Additional paid-in capital 38,737 38,874
Foreign currency translation adjustment 68 503
Excess pension liability adjustment (438) (438)
Retained earnings 1,661 3,109
--------- ---------
Total stockholders' equity 40,965 42,988
--------- ---------
$ 94,041 $ 103,935
========= =========
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
STEVENS GRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1994 1995
-------------- --------------
<S> <C> <C>
Net sales $ 20,930 $ 33,042
Cost of sales (15,369) (24,893)
-------- --------
Gross Profit 5,561 8,149
Selling, general and
administrative expenses (4,199) (4,855)
-------- --------
Operating income 1,362 3,294
Other income (expense):
Interest income 192 45
Interest expense (1,252) (828)
Other, net (171) 122
-------- --------
(1,231) (661)
-------- --------
Income before income taxes 131 2,633
Income tax (expense) (59) (1,185)
-------- --------
Net income $ 72 $ 1,448
======== ========
Net income per common share
(Note 8) $0.01 $0.15
======== ========
Weighted average number of
shares of common and common
stock equivalents outstanding
during the periods (Note 8) 9,153 9,609
======== ========
</TABLE>
See notes to consolidated condensed financial statements.
4
<PAGE>
STEVENS GRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Series A Stock Shares Amount
<S> <C> <C>
Balance, December 31, 1994 7,130 $ 713
Exercise of stock options 28 3
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Balance, March 31, 1995 7,158 $ 716
======= =======
Series B Stock
Balance, December 31, 1994 2,236 $ 224
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Balance, March 31, 1995 2,236 $ 224
======= =======
Additional Paid-In Capital
Balance, December 31, 1994 $38,737
Exercise of stock options 137
-------
Balance, March 31, 1995 $38,874
=======
Foreign Currency Adjustment
Balance, December 31, 1994 $ 68
Translation adjustments 435
-------
Balance, March 31, 1995 $ 503
=======
Pension Liability Adjustment
Balance, December 31, 1994 $ (438)
-------
Balance, March 31, 1995 $ (438)
=======
Retained Earnings
Balance, December 31, 1994 $ 1,661
Net income for three months ended
March 31, 1995 1,448
-------
Balance, March 31, 1995 $ 3,109
=======
Stockholders' Equity at March 31, 1995 $42,988
=======
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
STEVENS GRAPHICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1994 1995
-------- --------
<S> <C> <C>
Cash provided by operations:
Net income $ 72 $ 1,448
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,134 1,322
Deferred taxes (31) -
Other 101 435
Changes in operating assets and liabilities:
Trade accounts receivable 4,279 (7,975)
Contract costs in excess of billings (95) 2,100
Inventory 2,733 (3,762)
Other assets 37 (714)
Trade accounts payable (4,367) (1,855)
Other liabilities (2,022) 798
------- -------
Total cash provided (used in) operating activities 1,841 (8,203)
------- -------
Cash provided by (used in) investing activities:
Additions to property, plant and equipment (273) (1,093)
Proceeds from sale of assets 4,631 -
Deposits and other (155) (112)
------- -------
Total cash provided by (used in) investing activities: 4,239 (1,205)
------- -------
Cash provided by (used in) financing activities:
Net proceeds from long-term debt 187 8,387
Exercise of stock options 23 140
------- -------
Total cash from financing activities 210 8,527
------- -------
Increase (decrease) in cash and temporary
investments 6,290 (881)
Cash and temporary investments at beginning
of period 3,768 1,473
------- -------
Cash and temporary investments at
end of period $10,058 $ 592
======= =======
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest $ 964 $ 498
Income taxes 712 469
</TABLE>
See notes to consolidated condensed financial statements.
6
<PAGE>
STEVENS GRAPHICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated condensed balance sheet as of March 31, 1995, the
consolidated condensed statement of stockholders' equity for the period
ended March 31, 1995, the consolidated condensed statements of operations
for the three months ended March 31, 1995 and 1994, and the consolidated
condensed statements of cash flows for the three month periods then ended
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position as of March
31, 1995 and the results of operations for the three months ended March 31,
1995 and 1994 and the cash flows for the three months ended March 31, 1995
and 1994 have been made. The December 31, 1994 consolidated condensed
balance sheet is derived from the audited consolidated balance sheet as of
that date. Complete financial statements for December 31, 1994 and related
notes thereto are included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 (the "1994 Form 10-K").
The above financial statements have been prepared in accordance with the
instructions to Form 10-Q and therefore do not include all information
included in the 1994 Form 10-K. The results of operations for the three
months ended March 31, 1995 and 1994 are not necessarily indicative of the
results to be expected for the full year.
2. The Company designs, manufactures, markets and services printing and
packaging press systems and related equipment for the global packaging,
banknotes and security documents, and specialty/commercial segments of the
printing industry. The Company manufactures equipment capable of
converting and printing, among other items, bottle and can beverage
container carriers, liquid container cartons, frozen and dry food cartons,
airline tickets, computer forms, direct mailings, banknotes, stamps and
lottery tickets. The Company's line of printing presses includes offset,
flexographic, rotogravure and intaglio presses. Complete press systems are
capable of multiple color and multiple size printing and perform such
related functions as numbering, punching, perforating, slitting, cutting,
creasing, folding and stacking. The presses can be custom engineered for
non-standard form size and special auxiliary functions.
7
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3. Inventories consist of the following:
<TABLE>
<CAPTION>
December 31, March 31,
1994 1995
------------ ---------
(Amounts in thousands)
<S> <C> <C>
Finished product $ 5,332 $ 7,193
Work in process 6,670 10,466
Raw materials 8,196 6,302
------- -------
$20,198 $23,961
======= =======
</TABLE>
4. In January and February 1994, Stevens Industries, Inc., one of the
principal shareholders of the Company, advanced an aggregate of $900,000 to
Stevens Security Systems, S.A. in exchange for a Stevens Security Systems,
S.A. 6% note due February 1995. The advance was repaid in February 1995.
5. For a description of the expected amendment and restatement of the bank
credit facility in May 1995, see "Liquidity and Capital Resources".
Substantially all assets of the Company continue to be pledged as
collateral on the Company's credit facilities. The long term debt is
recorded net of unamortized debt issue costs of $1.3 million at March 31,
1995.
6. The Company is a party to a number of legal actions arising in the ordinary
course of its business. In management's opinion, the Company has adequate
legal defenses and/or insurance coverage in respect to each of these
actions and does not believe that they will materially affect the Company's
operations, liquidity, or financial position. See "Legal Proceedings"
herein and in the 1994 Form 10-K.
7. The provision for income tax expense for the three months ended March 31,
1995 was $1,185,000, which was principally related to currently payable
taxes.
8. Earnings per common share for 1995 and 1994 are based upon the weighted
average number of shares of common and common stock equivalents (stock
options, when dilutive) outstanding during the periods. Since the Series A
and Series B stock have identical dividend and participation rights in the
Company's earnings, they have been considered to be comparable in the
calculation.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1995 AND 1994
Sales. The Company's sales for the three months ended March 31, 1995 increased
- ------
by $12.1 million compared to sales in the same period in 1994 due primarily to
sales increases in the packaging systems division ($10.4 million), the banknote
printing equipment division ($1.3 million), and specialty web products division
($0.4 million).
Gross Profit. The Company's gross profit for the three months ended March 31,
- -------------
1995 increased by $2.6 million compared to gross profit in the same period in
1994 due to increased gross profit for specialty/commercial printing and
packaging systems. Gross profit margin for 1995 decreased to 24.7% of sales as
compared to 26.6% of sales for 1994. This decrease in gross profit margin in
1995 was due primarily to changes in product mix, primarily increased sales of
the new System 2000 packaging system, higher costs associated with the
installation component of sales, and lower average margins on its new line of
rotogravure equipment.
Selling, general and administrative expenses. The Company's selling, general
- ---------------------------------------------
and administrative expenses increased by $0.65 million for the three months
ended March 31, 1995 compared to the same period in 1994 due to increases in
advertising, personnel and related costs at operating divisions, and certain
corporate administrative and legal costs. Selling, general and administrative
expenses for the three months ended March 31, 1995 were 14.7% of sales compared
to 20.1% for the same period in 1994 due to a $12.1 million increase in sales.
Other Income (Expense). The Company's interest expense decreased by $0.4
- ----------------------
million for the three months ended March 31, 1995 compared to the same period in
1994 due to reduced borrowing by the Company as a result of debt reductions in
1993 and 1994 and the refinancing of existing debt, accomplished in part
through the sale of stock in September 1994. Interest income decreased by $0.1
million for the three months ended March 31, 1995 as compared to interest income
in the same period in 1994 due to the use of cash to reduce the amount borrowed
under the Company's credit facilities.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Amendment and Restatement of Bank Credit Facility. In May 1995, the Company
- --------------------------------------------------
expects to complete an amendment and restatement of its bank credit facility.
Under the terms of the amendment and restatement, the Company's existing $20
million line of credit will be increased to a $22 million revolving facility to
be provided by Bank of America (the "Bank of America facility"). A commitment
letter for the Bank of America facility was signed in April 1995.
The Bank of America facility will have a maturity of April 30, 1998; will
continue to be collaterized by a first lien on substantially all the Company's
assets; and will continue to be available for both direct borrowings and letters
of credit. However, there will no longer be a sublimit for letter of credit
usage. The interest rate on direct borrowings under the Bank of America
facility will be at prime or, at the Company's option, an offshore rate
(generally equivalent to LIBOR) plus 1.50%.
Loans under the Bank of America facility will continue to be subject to various
restrictive covenants related to financial ratios, limitations on capital
expenditures, dividends, additional indebtedness, and financial reporting. The
Bank of America facility does allow the Company to use up to $5 million of the
line of credit for certain acquisition purposes without lender consent. The
most restrictive financial covenants are a cash flow coverage ratio and a
leverage test.
In addition to the Bank of America facility, the Company's indebtedness includes
$15.3 million under the Senior Subordinated Notes, bearing interest at the rate
of 10.5% per annum, with principal payments of $3.6 million being due on June
30, 1996 and each June 30 thereafter until a final payment of $0.86 million on
June 30, 2000.
The Company's primary sources of liquidity are its cash, internal cash
generation and the external financing described above. Management believes that
the Company has sufficient liquidity capacity to fund its anticipated needs for
working capital.
Backlog and Orders. The Company's backlog of unfilled orders at March 31, 1995
- -------------------
was approximately $68 million compared to $42 million at March 31, 1994; an
increase of 62%. The backlog included increases of $22 million of packaging,
and $4 million of banknote-related equipment orders over 1994.
When sales are recorded under the completed contract method of accounting, the
Company normally experiences a six to nine month lag between the time new orders
are booked and the time they are reflected in sales and results of operations.
Larger orders, which are accounted for using the percentage of completion method
of
10
<PAGE>
accounting, are reflected in sales and results of operations as the project
progresses through the manufacturing cycle.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The lawsuit filed by Howard Lasker, as the representative of an alleged class
consisting of purchasers of the Company's common stock between October 18, 1989
and October 31, 1990, in the United States District Court for the Northern
District of Texas (Dallas Division), was set for trial for February 1995, but
was not reached on the docket. As of May 5, 1995, a new trial date had not been
set. The Company believes that the allegations in this lawsuit are
substantially without basis and intends to vigorously pursue its defenses. See
Note 6 of "Notes to Consolidated Condensed Financial Statements".
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
3.1 Second Amended and Restated Certificate of Incorporation of the
Company.(1)
3.2 Bylaws of the Company, as amended.(2)
4.1 Specimen of Series A Common Stock Certificate.(3)
4.2 Specimen of Series B Common Stock Certificate.(4)
10.1 Form of Indemnity Agreement.(2)
10.3 Second Amended and Restated Stock Option Plan of the Company.(5)
10.4 Description of Stevens Graphics Incentive Plan.(3)
10.5 Description of Hamilton Life Insurance Payroll Deduction Plan.(2)
10.6 Labor Agreement, dated July 2, 1994, between Hamilton, Stevens Group,
Inc. and the International Union United Automobile, Aerospace and
Agricultural Implement Workers of America.(6)
10.9 Chem-Dyne Site Trust Fund Agreement, dated September 23, 1985.(2)
10.10 Lease Agreement between Space Unlimited Joint Venture #3 and Stevens
Corporation ("Stevens"), dated September 11, 1981, and related lease
addendum.(2)
10.11 First Extension Agreement dated January 19, 1987 between Stevens and
Space Unlimited Joint Venture #3.(3)
11
<PAGE>
10.12 First Amended Joint Venture Agreement of Space Unlimited Joint Venture
#3, dated June 26, 1980, and related Assignment of Joint Interest and
Loan Modification, Assumption Agreement and Release.(2)
10.13 Second Extension Agreement between the Company and Space Unlimited
Joint Venture #3.(7)
10.14 Stevens Graphics Corporation Pension Plan and Trust.(7)
10.15 Stevens Graphics Corporation Profit Sharing and 401(k) Savings
Retirement Plan.(7)
10.17 Lease Agreement between Rochester Hills Executive Park and Zerand-
Bernal Group, Inc.(8)
10.18 Severance Agreement among the Company, Post, and Robert F. Hopkins.(7)
10.19 Restated and Amended Subordinated Debt Agreement dated March 27, 1992,
together with forms of Subordinated Notes and Subordinated
Guaranties.(7)
10.20 Amended and Restated Intercreditor and Subordination Agreement dated
April 26, 1994.(9)
10.21 Contract of Sale between the Company and the Banque de France.(7)
10.23 Asset Purchase Agreement dated July 20, 1993 among Post Machinery
Company, Inc., the Company, and Bobst Group, Inc.(11)
10.24 Letter Agreement dated August 5, 1993 among the Company, Post Machinery
Company, Inc., Bobst Group, Inc., and Bobst, S.A.(11)
10.25 Intellectual Property Purchase Agreement dated August 5, 1993 among the
Company, Post Machinery Company, Inc., and Bobst S.A.(11)
10.26 Loan and Security Agreement, dated as of April 26, 1994, between the
Company and Bank One, Milwaukee, N.A.(9)
10.27 First Amendment to Loan and Security Agreement, dated as of August 24,
1994, among the Company, Bank One, Milwaukee, NA, and certain
subsidiaries of the Company.(6)
10.28 Fourth Amendment to Amended and Restated Senior Subordinated Note
Agreement dated April 29, 1994. (9)
10.29 Form of Stock Purchase Agreement dated as of September 16, 1994 between
the Company and certain investors.(12)
11.1 Computation of Net Income per Common Share. (6)
27.1 Financial Data Schedule.(6)
______________________________________
12
<PAGE>
(1) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990 and incorporated herein
by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 33-15279) and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (No. 33-24486) and incorporated herein by
reference.
(4) Previously filed as an exhibit to the Registrant's report on Form 8-A
filed August 19, 1988 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1994 and incorporated herein
by reference.
(6) Filed herewith.
(7) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991 and incorporated herein
by reference.
(8) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended September 30, 1993 and incorporated
herein by reference.
(9) Previously filed as an exhibit to the Registrant's Quarterly Report on
Form 10-Q for the period ended March 31, 1994 and incorporated herein
by reference.
(10) Previously filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992 and incorporated herein
by reference.
(11) Previously filed as an exhibit to the Company's Current Report on Form
8-K filed August 12, 1993 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (No. 33-84246) and incorporated herein by
reference.
(b) Reports on Form 8-K.
None.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Stevens
Graphics Corporation has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
STEVENS GRAPHICS CORPORATION
Date: May 9, 1995 By:
Kenneth W. Reynolds
Senior Vice President -
Administration & Finance and
Chief Financial Officer
14
<PAGE>
EXHIBIT 11.1
STEVENS GRAPHICS CORPORATION AND SUBSIDIARIES
COMPUTATIONS OF NET INCOME PER COMMON SHARE
(UNAUDITED)
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31,
------------------
1994 1995
-------- --------
<S> <C> <C>
Primary and fully diluted:
Weighted average shares outstanding 9,026 9,389
Assumed exercise of Series A and B stock options
(Treasury stock method) 127 220
------ ------
Total common share equivalents 9,153 9,609
====== ======
Net income $ 72 $1,448
====== ======
Per share amounts - primary and fully diluted:
Net income $ 0.01 $ 0.15
====== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF STEVENS GRAPHICS CORPORATION AND
SUBSIDIARIES AS OF MARCH 31, 1995 AND FOR THE THREE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 592
<SECURITIES> 0
<RECEIVABLES> 21504
<ALLOWANCES> 479
<INVENTORY> 23961
<CURRENT-ASSETS> 57231
<PP&E> 51631
<DEPRECIATION> 21250
<TOTAL-ASSETS> 103935
<CURRENT-LIABILITIES> 30488
<BONDS> 23696
<COMMON> 940
0
0
<OTHER-SE> 42048
<TOTAL-LIABILITY-AND-EQUITY> 103935
<SALES> 33042
<TOTAL-REVENUES> 33042
<CGS> 24893
<TOTAL-COSTS> 24893
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 828
<INCOME-PRETAX> 2633
<INCOME-TAX> 1185
<INCOME-CONTINUING> 1448
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1448
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
</TABLE>
