UNITED STATES
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 June 30, 1997
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 0-21220
ALAMO GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-1621248
(State of incorporation) (I.R.S. Employer Identification Number)
1502 E. Walnut, Seguin, Texas 78155
(Address of principal executive offices)
(830) 379-1480
(Telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was requiredto file such reports), and (2) has been subject to such filing
requirement for the past 90 days.
Yes X No ___
At July 31, 1997, 9,604,714 shares of common stock, $.10 par value, of the
Registrant were outstanding.
Alamo Group Inc. and Subsidiaries
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Interim Condensed Consolidated Financial Statements (Unaudited)
Interim Condensed Consolidated Statements of Income -
Three months and Six months ended June 30, 1997 and
June 29, 1996 3
Interim Condensed Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 4
Interim Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 1997 and June 29, 1996 5
Notes to Interim Condensed Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. None
Item 3. None
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. None
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
2
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 29, June 30, June 29,
1997 1996 1997 1996
-------- -------- -------- --------
Net Sales $58,433 $50,727 $110,076 $95,773
Cost of Sales 41,864 36,288 80,771 71,117
------- ------- -------- -------
Gross Profit 16,569 14,439 29,305 24,656
Selling,General & Admin-
istrative expense 7,925 7,195 15,066 13,557
------- ------- -------- -------
Income from operations 8,644 7,244 14,239 11,099
Interest expense (654) (791) (1,185) (1,405)
Interest Income 91 213 222 312
Other income (net) (61) 168 (55) 461
------- ------- -------- -------
Income before income taxes 8,020 6,834 13,221 10,467
Provision for income taxes 2,830 2,600 4,753 3,907
------- ------- -------- -------
Net income $ 5,190 $ 4,234 $ 8,468 $ 6,650
======= ======= ======== =======
Net income per share $ .54 $ .44 $ .88 $ .68
======= ======= ======== =======
Weighted average common
shares and equivalents 9,677 9,699 9,673 9,680
See accompanying notes
3
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
June 30, 1997 December 31, 1996
------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,966 $ 2,228
Accounts receivable 58,527 43,925
Inventories 59,797 60,171
Deferred income taxes 2,206 2,206
Preferred expenses and other 2,302 1,327
-------- --------
Total current assets 126,798 109,857
Property, plant and equipment 50,213 48,932
Less: Accumulated depreciation (27,751) (26,546)
-------- --------
22,462 22,386
Goodwill 13,214 14,237
Other assets 7,633 7,382
-------- --------
Total assets $ 170,107 $ 153,862
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Trade accounts payable $ 17,713 $ 11,066
Income taxes payable 2,646 930
Accrued liabilities 7,998 6,725
-------- --------
Total current liabilites 29,174 19,752
Long-term debt,net of
current maturities 36,794 35,299
Deferred income taxes 1,580 1,561
Stockholders' equity:
Common stock, $.10 par value,
20,000,000 shares authorized;
9,604,714 and 9,589,851 issued
and outstanding at June 30,1997
and December 31, 1996, respectively 960 959
Additional paid-in capital 49,751 49,592
Retained Earnings 51,621 45,071
Translation adjustment 227 1,628
-------- --------
Total stockholders' equity 102,559 97,250
-------- --------
Total liabilities and
stockholders' equity $ 170,107 $ 153,862
======== ========
See accompanying notes.
4
Alamo Group Inc. and Subsidiaries
Interim Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
Six Months Ended
June 30, 1997 June 29, 1996
------------- -------------
Operating Activities
Net income $ 8,468 $ 6,560
Adjustment to reconcile net
income to net cash provided
(used) by operating activities:
Provision for doubtful accounts 391 151
Depreciation 1,857 1,625
Amortization 704 600
Realized gain on marketable securities - (370)
Gain on sale of equipment (151) (98)
Changes in operating assets
and liabilities:
Accounts receivable (15,607) (5,597)
Inventories (259) (4,458)
Prepaid expenses and other assets (1,435) (3,038)
Trade accounts payable and
accrued liabilities 8,473 3,312
Income taxes payable 1,752 2,922
--------- ---------
Net cash provided by operating
activities 4,204 1,556
Investing Activites
Purchase of property,
plant and equipment (2,496) (1,326)
Proceeds from sale of property,
plant and equipment 184 134
Proceeds from sale of marketable
securities - 445
--------- ---------
Net cash (used) by investing
activities (2,312) (747)
Financing Activities
Net change in bank revolving
credit facility 2,000 4,000
Principal payments on long-term
debt and capital leases (284) (940)
Dividends paid (1,918) (1,916)
Proceeds from sale of common
stock 201 223
--------- ---------
(1) 1,367
Effect of exchange rate changes
on cash (153) (8)
--------- ---------
Net change in cash and cash
equivalents 1,738 2,168
Cash and cash equivalents at
beginning of the period 2,228 1,839
--------- ---------
Cash and cash equivalents at
end of the period $ 3,966 $ 4,007
========= =========
Cash paid during the period for:
Interest $ 752 $ 1,125
Income taxes 2,604 2,375
See Accompanying notes
5
Alamo Group Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
June 30, 1997
1. Basis of Financial Statement Presentation
The accompanying unaudited interim condensed consolidated financial state-
ments have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the periods presented are not necessarily indicative of the
results that may be expected for the year ended December, 1997. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1996.
2 Accounts Receivable
Accounts Receivable is shown less allowance for doubtful accounts of
$1,594,000 and $1,521,000 at June 30, 1997 and December 31, 1996,
respectively.
3. Inventories
Inventories valued at LIFO cost represented 80% of total inventory at each
of June 30, 1997 and December 31, 1996. The excess of current costs over
LIFO valued inventories was $3,221,000 at each of June 30, 1997 and December
31, 1996. Inventory obsolescence reserves were $4,323,000 at June 30, 1997
and $4,110,000 at December 31, 1996. Net inventories consist of the
following (in thousands):
June 30, 1997 December 31, 1996
------------- -----------------
Finished goods $ 51,609 $ 53,748
Work in process 3,788 2,858
Raw materials 4,400 3,565
-------- --------
$ 59,797 $ 60,171
======== ========
An actual valuation of inventory under the LIFO method can be made only at
the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Because these
are subject to many forces beyond management's control, interim results are
subject to the final year-end LIFO inventory valuation.
6
Alamo Group Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements - (Unaudited)
June 30, 1997 - (Continued)
4. Common Stock and Dividends
Dividends declared and paid on a per share basis were as follows:
Three Months Ended Six Months Ended
June 30, 1997 June 29, 1996 June 30, 1997 June 29, 1996
Dividends
declared $ 0.10 $ 0.10 $ 0.20 $ 0.20
Dividends
paid $ 0.10 $ 0.10 $ 0.20 $ 0.20
5. Earnings Per Share
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which is required to be adopted on December31,
1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior periods.
The impact of Statement 128 on the calculation of the Company's earnings per
share for these quarters is not expected to be material.
6. Contingent Matters
The Company is subject to various unresolved legal actions which arise in
the ordinary course of its business. The most prevalent of such actions
relate to product liability which are generally covered by insurance. While
amounts claimed may be substantial and the ultimate liability with respect
to such litigation cannot be determined at this time, the Company believes
that the ultimate outcome of these matters will not have a material adverse
effect on the Company's consolidated financial position.
The Company has been named in a suit by the former owner of Rhino Inter-
national which includes aggregate claims totaling $8 million. The Company
believes it has meritorious defenses against these matters and will
vigorously defend the pending claims and prosecute appropriate counterclaims.
While the ultimate outcome of this litigation cannot be determined at this
time, the Company believes this matter will not have a material effect on the
Company's consolidated financial position.
7
Alamo Group Inc. and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following tables set forth, for the periods indicated, certain financial
data:
Sales in Thousands
Three Months Ended Six Months Ended
June 30, 1997 June 29, 1997 June 30, 1997 June 29,1996
------------- ------------- ------------- ------------
American
Agricultural $ 27,612 $ 21,751 $ 54,228 $ 44,368
Industrial 16,726 16,311 29,384 27,532
European 14,095 12,665 26,464 23,873
-------- -------- -------- --------
Total sales,net $ 58,433 $ 50,727 $110,076 $ 95,773
======== ======== ======== ========
Three Months Ended Six Months Ended
June 30,1997 June 29, 1996 June 30, 1997 June 29, 1996
------------ ------------- ------------- -------------
Cost Trends and
Profit Margin,
as Percentage of
Net Sales
Gross margin 28.4 % 28.5 % 26.6 % 25.7 %
Income from opera 14.8 % 14.3 % 12.9 % 11.6 %
Income before
income taxes 13.7 % 13.5 % 12.0 % 10.9 %
Net income 8.9 % 8.3 % 7.7 % 6.8 %
Results of Operations
Three Months Ended June 30, 1997 Compared to Three Months Ended June 29, 1996
Net sales increased $7,706,000, up 15.2% over 1996's second quarter. Second
quarter results benefited from the return of more normalized domestic weather
and operating conditions. Accordingly, Alamo's American agricultural and
industrial markets achieved results more in-line with the Company's
traditional levels of profitability as both its wholegoods and replacement
parts sales increased. Sales in Alamo's European operations increased 11.3%.
The period's results were also favorably impacted by the continued integra-
tion of the Company's 1995 acquisitions. Expense increases were in line with
Company growth.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 29, 1996
Net Sales increased $ 14,303,000, up 14.9%. Six-months results, like the
second quarter, were benefited throughout the period by a return to more
normalized domestic weather conditions and improved performance, particularly
from the 1995 acquisitions. Order rates improved in the current six-month
period, up 20% over 1996, but some softening in European markets was noted
late in the second quarter which resulted, in part, from currency related
issues.
Liquidity and Capital Resources
Cash provided by operations was $4,204,000 for the six-month period ended
June 30, 1997, with net income cash flows for the period partially offset by
a net increase in working capital accounts related primarily to sales growth
and seasonal effects.
8
Alamo Group Inc. and Subsidiaries
Management Discussion and Analysis of Financial Condition and Results
of Operations - (Continued)
As of June 30, 1997, $32,554,000 was utilized under the Company's bank revolving
credit facility, of which $3,054,000 was for standby letters of credit and
$29,500,000 was borrowed. On June 23, 1997 the credit facility was increased
to $45,000,000. The Company's borrowings are seasonal in nature with the
greatest utilization generally occurring in the first quarter and early
spring.
During the second quarter of 1997, the Company announced that its Board of
Directors had authorized the repurchase of up to 1,000,000 shares of its
common stock. Any such purchases will be funded through working capital
or borrowing under the credit facility.
The bank credit facility and the Company's ability to internally generate funds
from operations should be sufficient to meet the Company's cash requirements
on the near future.
- ------------------------------------------------------------------------------
This report may be deemed to contain forward-looking statements which involve
known and unknown risks and uncertainties which may cause the Company's
actual results in future periods to differ materially from forecasted results.
Among those factors which could cause actual results to differ materially are
the following: market demand, competition, weather, and other risk factors
listed from time to time in the Company's SEC reports.
9
Alamo Group Inc. and Subsidiaries
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to various unresolved legal actions which arise in the
ordinary course of its business. The most prevalent of such actions relate
to product liability which are generally covered by insurance. While amounts
claimed may be substantial and the ultimate liability with respect to such
litigation cannot be determined at this time, the Company believes that the
ultimate outcome of these matters will not have a material adverse effect on
the Company's consolidated financial position.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on April 29, 1997, with
the following results of elections and approvals
Votes Cast
-----------------------------------------------
Against/ Abstentions/
For Withheld Non-Votes
a. The following Directors
were elected to serve
until the next Annual
Meeting of Stockholders.
Donald J. Douglass 9,329,236 15,738 N/A
Oran F. Logan 9,329,474 15,500 N/A
Joseph C. Graf 9,320,374 24,600 N/A
O.S. Simpson, Jr. 9,329,574 15,400 N/A
William R. Thomas 9,322,374 22,600 N/A
David Morris 9,328,974 16,000 N/A
James B. Skaggs 9,328,974 16,000 N/A
b. Ernst & Young was approved as
the Company's auditors for the
1997 fiscal year.
9,328,403 100 16,471
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are included herein:
(10.1) Third Amendment to Third Amended and Restated Revolving
Credit and Term Loan Agreement dated June 23, 1997
(11.1) Statement Re: Computation of Per Share Earnings
(27.1) Financial Data Schedule
(b) Reports on Form 8-K
None
10
Alamo Group Inc. and Subsidiaries
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.
Alamo Group Inc.
(Registrant)
/ Jim A. Smith /
--------------------------------
Jim A. Smith
Executive Vice President and CFO
(Principal Accounting and Financial Officer)
11
Exhibit 10.1
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
(WITH LETTER OF CREDIT FACILITY)
This Third Amendment to Third Amended and Restated Revolving Credit and
Term Loan Agreement (With Letter of Credit Facility) (this "Third Amendment")
ie entered into effective the 23rd day of June, 1997, by and between ALAMO
GROUP INC., a Delaware corporation (the "Company"), Alamo Group (USA) Inc.,
Alamo Group (TX) Inc., Alamo Group (KS) Inc., Alamo Group (IL) Inc., Alamo
Sales Corp., Tiger Corporation f/k/a Alamo Group (SD) Inc., Alamo Group (WA)
Inc., M&W Gear Company, Adams Hard-Facing Company, Inc., Herschel-Adams Inc.,
Alamo Group(IA) Inc.(collectively, the "Guarantors") and NATIONSBANK OF
TEXAS,N.A. (the "Bank")
R E C I T A L S
A. Company and Bank executed a Third Amended and Restated Revolving
Credit and Term Loan Agreement (With Letter of Credit Facility), dated
December 29, 1995 (the "Third Amended Loan Agreement"), pursuant to
which Bank provided to Company a $35,000,000 loan facility to be used
for general working capital purposes, financing new acquisitions, and
to support letter of credit;
B. Among the credit support for this facility are the Guaranty Agreements
, dated December 29, 1995 (collectively, the "Guaranties"), executed
by Alamo Group (USA) Inc., Alamo Group (TX) Inc., Alamo Group (KS) Inc.,
Alamo Group (IL) Inc., Alamo Sales Corp., Tiger Corporation f/k/a Alamo
Group (SD) Inc., Alamo Group (WA) Inc., M&W Gear Company, Adams
Hard-Facing Company Inc., Herschel-Adams Inc., Alamo Group (IA) Inc.
(collectively, the "Guarantors");
C. Effective April 10, 1996, Company and Bank executed First Amendment
to Third Amended and Restated Revolving Credit and Term Loan Agreement
(With Letter of Credit Facility) (the "First Amendment"), pursuant to
which Bank increased the amount available under this facility to
$40,000,000.00, on the terms and conditions stated in the First
Amendment.
D. Effective December 23, 1996, Company and Bank executed Second
Amendment to Third Amended and Restated Revolving Credit and Term Loan
Agreement (With Letter of Credit Facility) (the "Second Amendment"),
pursuant to which Bank agreed to (i) give a one-year extension of the
maturity of the term and revolving loans evidenced by this facility;
(ii) reduce the interest rate margin on certain LIBOR-priced
borrowings under the facility; and (iii) adjust the threshold for
application of an unused facility fee and the timing of payment
thereof.
E. Company has requested, and Bank has agreed to (i) increase the loan
and note amounts to $45,000,000.00; (ii) reduce the interest rate
margin on certain LIBOR-priced borrowings under the facility;
(iii) delete the requirement for a separate Consolidated Tangible
Net Worth Retention Percentage of 60% on Tier 1 pricing; (iv)
establish the minimum Consolidated Tangible Net Worth amount for
calendar year 1996 at $80,000,000.00 less adjustments for certain
Treasury stock additions; and (v) consent to stock repurchases
of up to $17,000,000.
F. Although not required to do so for the Guaranties to continue to
be fully effective, the Guarantors confirm by their execution of
this Third Amendment that they acknowledge the amendments affected
hereby and that their Guaranties are unaffected.
G. Each capitalized term used in this Third Amendment shall have the
meaning given to it in the Third Amended Loan Agreement, as
previously amended by the First and Second Amendments.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other valuable consideration, Company and Bank agree
as follows;
A G R E E M E N T
1. Recitals. The foregoing recitals are true and correct.
2. Amendments. The following provisions of the Third Amended Loan
Agreement are hereby amended.
(a) The definitions of Commitment and Revolving Credit Commitment
contained in Section 1.01 of the Third Amended Loan Agreement are
amended and restated to change from $40,000.000.00 to $45,000,000.00,
and any references in the Third Amended Loan Agreement to
$40,000,000.00 or to the total or revolving commitment amounts
are likewise deemed to now mean $45,000.000.00.
(b) Section 2.04 (d)(i) is amended and restated to read as follows:
(1) if, on any date of determination, all of the following are met:
the Current Maturity Coverage Ratio is equal to or greater than
2.75 to 1.0, the Leverage Ratio is equal to or less than 1.25 to 1.0,
the Operating Leverage Ratio is equal to or less than 1.75 to 1.0,
then the Applicable Margin during the fiscal quarter following the
date of determination, expressed as a rate per annum, shall be (-1%)
for Floating Base Advances, and 5/8 of 1% for Eurodollar Advances;
and if not, then . .
The foregoing change reflects that the Applicable Margin for Eurodollar
Advances is reduced by 12.5 basis points (.125%) for the pricing tier
specified in Section 2.04(d)(i) and the phrase "Consolidated Net Worth
Retention Percentage" is at least 60% is deleted. The same adjustments
shall be considered to have been made to the Pricing Grid attached to the
Third Amended Loan Agreement as Exhibit "K."
(c) Section 8.15 is hereby amended and restated to read in its
entirety as follows:
8.15. Minimum Consolidated Tangible Net Worth and Minimum
Consolidated Tangible Net Worth Retention Percentage. Beginning with
the calendar year ending December 31, 1996, the Company shall
maintain, at all times that any part of the Obligation is outstanding
or the Revolving Credit Commitment is still available, a minimum
Consolidated Tangible Net Worth of $80,000,000.00, less the amount
expended by the Company after calendar year 1996 to repurchase
outstanding stock of the Company, plus for each Fiscal Year after
calendar year 1996, an amount equal to fifty percent (50%) of the
Consolidated Adjusted Net Income of the Company for the immediately
preceding Fiscal Year. Upon each such increase of the minimum
Consolidated Tangible Net Worth, the Company shall at all times
thereafter maintain such increased minimum Consolidated Tangible
Net Worth.
(d) Section 9.04 is hereby amended and restated to read in its
entirety as follows:
9.04. Repurchase of Shares. The Company shall make no expenditures
for repurchases of its capital stock in an amount in excess of
$17,000,000.00, in the aggregate, during the term hereof after the
execution of this Agreement. The foregoing $17,000,000.00 aggregate
limitation on repurchases of the Company's capital stock shall be
calculated based on the aggregate dollar value of capital stock
repurchases made by the Company.
3. Guaranties. The Guarantors hereby confirm that the Guaranties
cover the entire amount of the Loan, as increased to $45,000,000.00,
are in full force and effect and are in no way diminished or adversely
affected by this Third Amendment.
4. No Other Amendments. All other provisions of the Third Amended Loan
Agreement, as previously amended by the First Amendment and Second
Amendment, that are not specifically modified or amended by this Third
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Third Amendment as
of the day and year first above written.
COMPANY: BANK:
ALAMO GROUP INC. NATIONSBANK OF TEXAS, N.A.
By: By:
Robert H. George D. Kirk McDonald
Vice President Senior Vice President
GUARANTORS:
ALAMO GROUP (USA) INC. TIGER CORPORATION
By: By:
Robert H. George Robert H. George
Vice President - Administration Vice President - Administration
ALAMO GROUP (TX) INC. ALAMO GROUP (WA) INC.
By: By:
Robert H. George Robert H. George
Vice President - Administration Vice President - Administration
ALAMO GROUP (KS) INC. M&W GEAR COMPANY
By: By:
Robert H. George Robert H. George
Vice President - Administration Vice President - Administration
ALAMO GROUP (IL) INC. ADAMS HARD-FACING COMPANY, INC.
By: By:
Robert H. George Robert H. George
Vice President - Administration Vice President - Administration
ALAMO SALES CORP. HERSCHEL-ADAMS INC.
By: By:
Robert H. George Robert H. George
Vice President - Administration Vice President - Administration
ALAMO GROUP (IA) INC.
By:
Robert H. George
Vice President - Administration
Alamo Group Inc. and Subsidiaries
Exhibit (11.1) - Statement Re: Computation of Per Share Earnings
Three Months Ended Six Months Ended
June 30, 1997 June 29, 1996 June 30, 1997 June 29, 1996
------------- ------------- ------------- -------------
(000's omitted, except per share data)
Primary
Average shares
outstanding 9,595 9,590 9,590 9,577
Net effect of
dilutive stock
options and war-
rants --based
on the treasury
stock method
using average
market price 82 109 83 103
----- ------ ----- -----
Total 9,677 9,699 9,673 9,680
===== ===== ===== =====
Net Income $ 5,190 $ 4,234 $ 8,468 $ 6,560
===== ===== ===== =====
Per share
amount $ 0.54 $ 0.44 $ 0.88 $ 0.68
===== ===== ===== =====
Fully Diluted
Average shares
outstanding 9,595 9,590 9,577
Net effect of
dilutive stock
options and war-
rants --based
on the treasury
stock method
using the year-
end market price,
if higher than
average market
price 132 136 112
----- ----- -----
Total 9,727 9,726 9,689
----- ----- -----
Net Income $ 5,190 $ 8,468 $ 6,560
===== ===== =====
Per share
amount $ 0.53 (1) $ 0.87 $ 0.68
===== ===== ===== =====
(1) Not applicable as price at end of the period
was lower than the average for the period.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,966
<SECURITIES> 0
<RECEIVABLES> 58,727
<ALLOWANCES> 0
<INVENTORY> 59,797
<CURRENT-ASSETS> 126,798
<PP&E> 50,213
<DEPRECIATION> 27,751
<TOTAL-ASSETS> 170,107
<CURRENT-LIABILITIES> 29,174
<BONDS> 0
0
0
<COMMON> 960
<OTHER-SE> 101,559
<TOTAL-LIABILITY-AND-EQUITY> 170,107
<SALES> 110,076
<TOTAL-REVENUES> 110,076
<CGS> 80,771
<TOTAL-COSTS> 80,771
<OTHER-EXPENSES> 15,066
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,185
<INCOME-PRETAX> 13,221
<INCOME-TAX> 4,753
<INCOME-CONTINUING> 8,468
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,468
<EPS-PRIMARY> .88
<EPS-DILUTED> .87
</TABLE>
