<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 June 30, 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 1-6706
BADGER METER, INC.
----------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0143280
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<TABLE>
<S> <C>
4545 West Brown Deer Road, Milwaukee, Wisconsin 53223
- ----------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 355-0400
--------------
</TABLE>
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 X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at July 31, 1995
- --------------------------- ----------------------------
<S> <C>
Common Stock, $1.00 par value 1,191,907
Class B Common Stock, $.10 par value 562,785
</TABLE>
<PAGE> 2
BADGER METER, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
Part I. Financial Information:
<S> <C>
Item 1 Financial Statements:
Consolidated Condensed Balance Sheets --
June 30, 1995 and December 31, 1994 3
Consolidated Condensed Statements of Operations --
Three and Six Months Ended June 30, 1995 and 1994 4
Consolidated Condensed Statements of Cash Flows --
Six Months Ended June 30, 1995 and 1994 5
Notes to Consolidated Condensed Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II. Other Information
Item 4 Submission of Matters to a Vote of Security Holders 8
Item 6(a) Exhibits 8
Item 6(b) Reports on Form 8-K 8
Exhibit Index 10
</TABLE>
-2-
<PAGE> 3
Part I - Financial Information
BADGER METER, INC.
Item 1 Financial Statements
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
---- ----
Assets (Unaudited)
------ -----------
<S> <C> <C>
Current assets:
Cash $ 159 $ 365
Receivables 16,663 14,432
Inventories:
Finished goods 2,943 3,101
Work in process 10,980 9,495
Raw materials 5,674 5,871
---------- -----------
Total inventories 19,597 18,467
Prepaid expenses 684 735
---------- -----------
Total current assets 37,103 33,999
Property, plant and equipment 54,621 52,939
Less accumulated depreciation (38,009) (36,322)
---------- -----------
16,612 16,617
Intangible assets 1,456 1,632
Pension asset 5,623 5,307
Deferred income taxes 1,564 1,327
Deferred charges and other assets 3,095 3,111
---------- -----------
Total assets $ 65,453 $ 61,993
========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
Short-term debt $ 10,957 $ 10,437
Payables 6,212 4,617
Accrued liabilities 3,590 4,209
Income taxes 445 168
---------- -----------
Total current liabilities 21,204 19,431
Accrued non-pension postretirement
benefits 8,427 8,334
Accrued employee benefits 3,921 3,678
Long-term debt 1,000 1,200
Shareholders' equity:
Common Stock 1,550 1,547
Less: Treasury stock (358) (358)
---------- -----------
1,192 1,189
Class B Common Stock 56 56
Capital in excess of par value 7,762 7,708
Reinvested earnings 23,423 22,164
Less: Employee benefit stock (1,144) (1,379)
Pension liability adjustment (388) (388)
---------- -----------
Total shareholders' equity 30,901 29,350
---------- -----------
Total liabilities and shareholders' equity $ 65,453 $ 61,993
=========== ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-3-
<PAGE> 4
BADGER METER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 28,579 $ 25,847 $ 56,508 $ 46,789
Operating costs and expenses:
Cost of sales 18,588 16,313 36,779 29,172
Marketing and administrative 6,407 6,279 12,822 11,815
Research and engineering 1,588 1,557 3,173 2,992
-------- -------- -------- --------
26,583 24,149 52,774 43,979
-------- -------- -------- --------
Operating earnings 1,996 1,698 3,734 2,810
Interest expense 237 230 486 422
Other deductions 123 (20) 229 2
-------- -------- -------- --------
Earnings before income taxes 1,636 1,488 3,019 2,386
Provision for income taxes 585 565 1,111 883
-------- -------- -------- --------
Net earnings $ 1,051 $ 923 $ 1,908 $ 1,503
======== ======== ======== ========
Per share amounts:
Net earnings $ .60 $ .54 $ 1.09 $ .88
======== ======== ======== ========
Dividends declared - Common Stock $ .20000 $ .18150 $ .38150 $ .34650
======== ======== ======== ========
Dividends declared - Class B
Common Stock $ .182 $ .165 $ .347 $ .315
======== ======== ======== ========
Weighted average shares
outstanding 1,754,092 1,725,878 1,752,792 1,714,767
========= ========= ========= =========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-4-
<PAGE> 5
BADGER METER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
1995 1994
---- ----
<S> <C> <C>
Operating activities:
Net earnings $ 1,908 $ 1,503
Adjustments to reconcile net
earnings to net cash provided
by (used for) operations:
Depreciation 1,831 1,753
Amortization 390 450
Noncurrent employee benefits 55 (232)
Deferred income taxes (237) (30)
Other 10 6
Changes in:
Receivables (2,231) (2,404)
Inventory (1,130) (91)
Current liabilities 1,205 1,092
Prepaid expenses 51 (92)
---------- ------------
Total adjustments (56) 452
---------- ------------
Net cash provided by operations 1,852 1,955
---------- ------------
Investing activities:
Property, plant and equipment (1,836) (1,807)
Other - net (150) (243)
---------- ------------
Net cash used for investing activities (1,986) (2,050)
---------- ------------
Financing activities:
Bank borrowings (repayments) 520 (107)
Dividends (649) (579)
Exercised stock options 57 51
---------- ------------
Net cash provided by (used for)
financing activities (72) (635)
---------- ------------
Increase (decrease) in cash (206) (730)
Beginning of year 365 874
---------- ------------
End of period $ 159 $ 144
========== ============
Supplemental disclosures of cash flow information:
Cash paid (refunded) during the period for:
Income taxes $ 896 $ 971
========== ============
Interest $ 477 $ 423
========== ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
-5-
<PAGE> 6
BADGER METER, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary to present fairly the consolidated
condensed financial position at June 30, 1995 and the results of
operations for the three and six-month periods ended June 30, 1995 and
1994 and the cash flows for the six-month periods ended June 30, 1995 and
1994. The results of operations for the six-month period ended June 30,
1995 are not necessarily indicative of the results to be expected for the
full year. The consolidated condensed balance sheet at December 31, 1994
was derived from amounts included in the Annual Report to Shareholders
which was incorporated by reference in the Company's annual report on
Form 10-K for the year ended December 31, 1994.
-6-
<PAGE> 7
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition
A strong performance in the second quarter of 1995 enabled the company to
reduce short-term debt by $1,531,000 to $10,957,000 as of June 30, 1995, from
the March 31, 1995 level of $12,488,000. Short-term debt at June 30, 1994 was
$12,476,000. The record sales performance has resulted in investments in
receivables ($2,231,000) and inventory ($1,130,000) since December 31, 1994,
funded primarily from operations and an increase in payables.
As of June 30, 1995, the company had approximately $28,500,000 of credit lines
with domestic and foreign banks of which $10,957,000 was in use. The company
believes that the present lines of credit are adequate to meet operating
requirements.
Results of Operations
Net sales for the second quarter of 1995 of $28,579,000 reflects a 10.6%
increase from sales of $25,847,000 for the second quarter of 1994. For the
first six months of 1995, sales were $56,508,000, a 20.8% increase from sales
of $46,789,000 for the same period in 1994. Earnings for the second quarter of
1995 were $1,051,000 or $.60 per share compared to $923,000 or $.54 in the 1994
period. Year-to-date earnings of $1,908,000 or $1.09 per share have increased
26.9% over 1994 year-to-date earnings of $1,503,000 or $.88 per share.
Sales for the first six months of 1995 have improved for both the Utility and
Industrial Divisions. Utility Division sales have improved 30.5% on a 25.7%
improvement in unit volume primarily in small disc meters and meter reading
technology products. Industrial Division sales are 6% ahead of 1994 levels
with lubrication meter volume being the primary reason.
The 1995 year-to-date gross profit margin of 34.9% is down from the 1994 margin
of 37.7%. This decrease in margin reflects a product mix change. There is a
substantial increase in sales of utility products, in particular meter reading
technology products that have a lower profit margin than the company's overall
profit margin. The 8.5% increase in marketing and administrative expense is
related to variable selling expenses.
The 1995 effective tax rate is estimated to be 36.8% compared to a 35.4% rate
for the year 1994. Reduced tax credits are affecting the overall rate.
-7-
<PAGE> 8
Part II - Other Information
Item 4 Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held April 28, 1995.
(b) Proxies were solicited for the election of eight directors. There was no
solicitation in opposition to management's nominees and all nominees were
re-elected. As of the record date, March 1, 1995, the total number of votes
represented by shares of Common Stock and Class B Common Stock was 6,816,457
votes.
(c) 1. The Badger Meter, Inc. 1995 Stock Option Plan (Option Plan) was
approved. The Option Plan provides for the grant of options representing up to
an aggregate of 100,000 shares of Common Stock to approximately 250 employees
eligible to participate in the Option Plan. The option price will not be less
than 50% of fair market value on the date of grant.
<TABLE>
<CAPTION>
Votes Votes Votes Broker
FOR AGAINST ABSTAIN Non-Votes
--- ------- ------- ---------
<S> <C> <C> <C> <C>
STOCK OPTION PLAN 5,847,649 31,586 7,080 162,712
</TABLE>
(c) 2. The following table represents the aggregate votes related to the
election of directors:
<TABLE>
<CAPTION>
Votes Votes
NAME FOR WITHHELD Not Voted
- ---- --- -------- ----------
<S> <C> <C> <C>
James L. Forbes 6,033,552 7,255 775,650
Robert M. Hoffer 6,033,002 7.805 775,650
Charles F. James, Jr. 6,033,252 7,555 775,650
Donald J. Schuenke 6,033,196 7,611 775,650
Warren R. Stumpe 6,033,196 7,611 775,650
Edwin P. Wiley 6,033,252 7,555 775,650
James O. Wright 6,033,002 7,805 775,650
James O. Wright, Jr. 6,032,802 8,005 775,650
</TABLE>
(d) Not applicable.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
(10.0) The Badger Meter, Inc. 1995 Stock Option Plan
(11.0) Computation of fully diluted earnings per share
(27.0) Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed for the three months ended
June 30, 1995.
-8-
<PAGE> 9
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.
BADGER METER, INC.
Dated: August 2, 1995 By /s/ Deirdre C. Elliott
-----------------------
Deirdre C. Elliott
Vice President -
Corporate Counsel
and Secretary
By /s/ W. J. Shinners
-------------------
W. J. Shinners
Vice President - Controller
-9-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
<S> <C> <C>
(10.0) The Badger Meter, Inc. 1995 Stock Option Plan 11
(11.0) Computation of fully diluted earnings per share 15
(27.0) Financial Data Schedule
</TABLE>
-10-
<PAGE> 1
EXHIBIT 10.0
BADGER METER, INC.
1995 STOCK OPTION PLAN
1. Purpose
The purpose of the Badger Meter, Inc. 1995 Stock Option Plan (the
"Plan") is to promote the best interests of Badger Meter, Inc. (the
"Corporation") and its shareholders by encouraging key employees of the
Corporation and its subsidiaries to secure or increase on reasonable terms
their stock ownership in the Corporation. The Board of Directors of the
Corporation believes the Plan will promote continuity of management, increased
incentive and personal interest in the welfare of the Corporation by those who
are primarily responsible for shaping and carrying out the long-range plans of
the Corporation and its subsidiaries and securing their continued growth and
financial success. It is intended that certain of the options issued under the
Plan may constitute incentive stock options within the meaning of Section 422
of the Internal Revenue Code ("Incentive Stock Options") and the remainder of
the options issued under the Plan will constitute non-qualified stock options
("Non-qualified Stock Options").
2. Effective Date
The Plan shall become effective on the date of adoption by the Board
of Directors of the Corporation (the "Board"), subject to the approval and
ratification of the Plan by the shareholders of the Corporation within twelve
(12) months of the date of adoption by the Board, and all options granted prior
to such shareholder approval shall be subject to such approval.
3. Administration
(a) The Plan shall be administered by the Compensation Committee
of the Board (the "Committee") as such Committee may be constituted from time
to time. The Committee shall consist of not less than two members of the Board
selected by the Board, each of whom shall be a "disinterested person" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 ("Exchange
Act"), or any successor rule or regulation thereto. A majority of the members
of the Committee shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a majority vote at
a meeting duly called and held.
(b) Subject to the express provisions of the Plan, the Committee
shall have complete authority to select the key employees to whom options shall
be granted, to determine the number of shares subject to each option, the time
at which the option is to be granted, the type of option, the option period,
the option price and the manner in which options become exercisable, and shall
establish such other terms and conditions of the options as the Committee may
deem necessary or desirable. In making such determinations, the Committee may
take into account the nature of the services rendered by the respective
employees, their present and potential contribution to the success of their
respective organizations and such other factors as the Committee in its
discretion shall deem relevant. Subject to the express provisions of the Plan,
the Committee shall also have complete authority to interpret the Plan, to
prescribe, amend and rescind the rules and regulations relating to it, and to
make all other determinations necessary or advisable for the administration of
the Plan. The determinations of the Committee on the matters referred to in
this paragraph 3 shall be conclusive.
4. Eligibility
Any key employee ("Employee") of the Corporation or its present and
future subsidiaries, as defined in Section 424(f) of the Code ("Subsidiaries"),
whose judgment, initiative and efforts contribute materially to the successful
performance of the Corporation or its Subsidiaries as determined by the
Committee, shall be eligible to receive options under the Plan.
-11-
<PAGE> 2
5. Shares Subject to the Plan
The shares which may be issued pursuant to options under the Plan
shall be shares of the Corporation's Common Stock, $1.00 par value ("Stock"),
and may be either authorized and unissued or treasury shares. The total number
of shares for which options may be granted and which may be purchased pursuant
to options under the Plan shall not exceed an aggregate of 100,000 shares,
subject to adjustment as provided in the following sentence and in paragraph 12
hereof. If an option granted under the Plan expires, is canceled or terminates
unexercised as to any shares of Stock subject thereto, such shares shall again
be available for the granting of additional options under the Plan.
6. Option Price
The option price per share of Stock shall be fixed by the Committee,
but shall be not less than 50% (100% in the case of Incentive Stock Options) of
the fair market value of the Stock on the date the option is granted. Unless
otherwise determined by the Committee, the "fair market value" of Stock on the
date of grant shall be the closing price for a share of Stock on such date, or,
if such date is not a trading date, the next preceding trading date as quoted
on the American Stock Exchange Transaction Reporting System.
7. Grant of Options
Subject to the terms and conditions of the Plan, the Committee may,
from time to time, grant to Employees options to purchase such number of shares
of Stock and on such terms and conditions as the Committee may determine. More
than one option may be granted to the same Employee. The day on which the
Committee approves the granting of an option shall be considered as the date on
which such option is granted.
8. Option Period
The Committee shall determine the expiration date of each option, but
in the case of Incentive Stock Options such expiration date shall be not later
than ten (10) years after the date such option is granted.
9. Maximum Per Participant
The aggregate fair market value (determined at the time the option is
granted pursuant to paragraph 7) of the Stock with respect to which any
Incentive Stock Options are exercisable for the first time by an Employee
during any calendar year under the Plan or any other such plan of the
Corporation or any Subsidiary shall not exceed $100,000.
10. Exercise of Options
An option may be exercised, subject to its terms and conditions and
the terms and conditions of the Plan, in full at any time or in part from time
to time by delivery to the Corporation at its principal office of a written
notice of exercise specifying the number of shares with respect to which the
option is being exercised. Any notice of exercise shall be accompanied by full
payment of the option price of the shares being purchased (a) in cash or its
equivalent; (b) with the consent of the Committee, by delivering to the
Corporation shares of Stock (valued at their fair market value as of the date
of exercise, as determined by the Committee consistent with the method of
valuation set forth in paragraphs 6 and 7); or (c) with the consent of the
Committee, by any combination of (a) and (b).
-12-
<PAGE> 3
11. Transferability
To the extent required in order to comply with Rule 16b-3 or unless
otherwise determined by the Committee, no option shall be assignable or
transferable by an Employee other than by will or the laws of descent and
distribution, and may be exercised during the life of the Employee only by the
Employee or his guardian or legal representative.
12. Capital Adjustments Affecting Common Stock
In the event of a capital adjustment resulting from a stock dividend,
stock split, reorganization, recapitalization, merger, consolidation,
combination or exchange of shares or the like, the number of shares of Stock
subject to the Plan and the aggregate number, exercise price and class of
shares under option in outstanding option agreements shall be adjusted in a
manner consistent with such capital adjustment; provided, however, that no such
adjustment shall require the Corporation to sell any fractional shares. The
determination of the Committee as to any adjustment shall be final.
13. Corporate Mergers and Other Consolidations
The Committee may also grant options having terms and provisions which
vary from those specified in the Plan provided that any options granted
pursuant to this paragraph are granted in substitution for, or in connection
with the assumption of, existing options granted by another corporation and
assumed or otherwise agreed to be provided for by the Corporation pursuant to
or by reason of a transaction involving a corporate merger, consolidation,
acquisition or other reorganization to which the Corporation is a party.
14. Option Agreements
All options granted under the Plan shall be evidenced by written
agreement (which need not be identical) in such form as the Committee shall
determine. Each option agreement shall specify whether the option granted
thereunder is intended to constitute an Incentive Stock Option or a
Non-qualified Stock Option.
15. Transfer Restrictions
Shares of Stock purchased under the Plan and held by any person who is
an executive officer or director of the Corporation, or who directly or
indirectly controls the Corporation, may not be sold or otherwise disposed of
except pursuant to an effective Registration Statement under the Securities Act
of 1933 or except in a transaction which, in the opinion of counsel for the
Corporation, is exempt from registration under such Act. The Committee may
waive the foregoing restrictions in whole or in part in any particular case or
cases, or may terminate such restrictions, whenever the Committee determines
that such restrictions afford no substantial benefit to the Corporation.
16. Amendment of Plan
Shareholder approval of any amendment of the Plan shall be obtained if
otherwise required by: (i) the rules and/or regulations promulgated under
Section 16 of the Exchange Act (in order for the Plan to remain qualified under
Rule 16b-3); (ii) the Code or any rules promulgated thereunder (in order to
allow for Incentive Stock Options to be granted under the Plan); or (iii) the
listing requirements of the American Stock Exchange or any principal securities
exchange or market on which the Stock is then traded (in order to maintain the
quotation or listing of the Stock thereon).
-13-
<PAGE> 4
17. Termination of Plan
The Board shall have the right to suspend or terminate the Plan at any
time; provided, however, that no Incentive Stock Options may be granted after
the tenth (10th) anniversary of the effective date of the Plan as described in
paragraph 2 hereof. Termination of the Plan shall not affect the rights of
Employees under options previously granted to them, and all unexpired options
shall continue in force and operation after termination of the Plan except as
they may lapse or be terminated by their own terms and conditions.
18. Tax Withholding
(a) The Corporation may deduct and withhold from any cash
otherwise payable to an Employee such amount as may be required for the purpose
of satisfying the Corporation's obligation to withhold federal, state or local
taxes as the result of the exercise of an option. In the event the amount so
withheld is insufficient for such purpose, the Corporation may require that the
Employee pay to the Corporation upon its demand or otherwise make arrangements
satisfactory to the Corporation for payment of such amount as may be requested
by the Corporation in order to satisfy its obligation to withhold any such
taxes.
(b) With the consent of the Committee, an Employee may be
permitted to satisfy the Corporation's withholding tax requirements by electing
to have the Corporation withhold shares of Stock otherwise issuable to the
Employee or to deliver to the Corporation shares of Stock having a fair market
value on the date income is recognized pursuant to the exercise of an option
equal to the amount required to be withheld. The election shall be made in
writing and shall be made according to such rules and procedures as the
Committee may determine, including, without limitation, such procedures as may
be necessary to satisfy the requirements of Rule 16b-3.
19. Rights as a Shareholder
An Employee shall have no rights as a shareholder with respect to any
shares subject to any option until the date the options shall have been
exercised, the shares shall have been fully paid and a stock certificate shall
have been issued.
-14-
<PAGE> 1
EXHIBIT 11
BADGER METER, INC.
COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
-------- --------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
PRIMARY
- -------
Shares
- ------
Average shares outstanding 1,754,092 1,725,878 1,752,792 1,714,767
Shares issuable upon exercise of
stock options 37,277 23,599 32,589 24,514
--------- --------- --------- ---------
Total 1,791,369 1,749,477 1,785,381 1,739,281
========= ========= ========= =========
Earnings
- --------
Net earnings applicable to adjusted
common shares $1,051 $923 $1,908 $1,503
====== ==== ====== ======
Per share amounts
- -----------------
Net earnings per share $.59 $.53 $1.07 $.86
==== ==== ===== ====
FULLY DILUTED
- -------------
Shares
- ------
Average shares outstanding 1,754,092 1,725,878 1,752,792 1,714,767
Shares issuable upon exercise of
stock options 37,277 29,867 32,835 29,867
--------- --------- --------- ---------
Total 1,791,369 1,755,745 1,785,627 1,744,634
========= ========= ========= =========
Earnings
- --------
Earnings applicable to adjusted
common shares $1,051 $923 $1,908 $1,503
====== ==== ====== ======
Per share amounts
- -----------------
Net earnings per share $.59 $.53 $1.07 $.86
==== ==== ===== ====
Percentage dilution (1) 2.0% 1.7% 1.8% 1.8%
==== ==== ==== ====
</TABLE>
(1) In 1995 and 1994 earnings per share for financial statement purposes does
not include common stock equivalents since dilution is less than 3%.
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEET AND STATEMENT OF OPERAIONS OF THE JUNE
30, 1995 QUARTERLY REPORT FROM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 159
<SECURITIES> 0
<RECEIVABLES> 16,663
<ALLOWANCES> 0
<INVENTORY> 19,597
<CURRENT-ASSETS> 37,103
<PP&E> 54,621
<DEPRECIATION> (38,009)
<TOTAL-ASSETS> 65,453
<CURRENT-LIABILITIES> 21,204
<BONDS> 0
<COMMON> 1,248
0
0
<OTHER-SE> 29,653
<TOTAL-LIABILITY-AND-EQUITY> 65,453
<SALES> 56,508
<TOTAL-REVENUES> 56,508
<CGS> 36,779
<TOTAL-COSTS> 52,774
<OTHER-EXPENSES> 229
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 486
<INCOME-PRETAX> 3,019
<INCOME-TAX> 1,111
<INCOME-CONTINUING> 1,908
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,908
<EPS-PRIMARY> 1.09
<EPS-DILUTED> 1.09
</TABLE>
