<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 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 0-22519
--------------------------------
KAYNAR TECHNOLOGIES INC.
--------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0591091
------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 N. State College Blvd.
Orange, California 92868
--------------------------------
(Address of principal executive offices)
(714) 712-4900
--------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether 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 No X
--- ---
As of May 12, 1997, the registrant had 5,206,000 shares of Series C
Convertible Preferred Stock, $.01 par value, outstanding and 1,594,000 shares
of Common Stock, $.01 par value, outstanding.
<PAGE>
KAYNAR TECHNOLOGIES INC. AND SUBSIDIARIES
Form 10 Q - Kaynar Technologies Inc.
INDEX
Page
PART I - Financial Information
ITEM 1. Financial Statements
Condensed Consolidated Statements of Income
for the three months ended March 30, 1997 (Unaudited)
and March 31, 1996 (Unaudited) 1
Condensed Consolidated Balance Sheets at
March 30, 1997 (Unaudited) and December 31, 1996 2
Condensed Consolidated Statements of Cash Flows for
the three months ended March 30, 1997 (Unaudited)
and March 31, 1996 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements 5
ITEM 2. Managements' 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 9
ITEM 6. Exhibits and Reports on Form 8-K 9
<PAGE>
Page 1
Form 10 Q - Kaynar Technologies Inc.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Kaynar Technologies Inc. and Subsidiaries Condensed Consolidated Statements
of Income (in thousands except earnings per share data)
<TABLE>
<CAPTION>
Qtr Ended Qtr Ended
March 30, 1997 March 31, 1996
-------------- --------------
Unaudited Unaudited
<S> <C> <C>
Net sales, including $2,550 and $1,987 in 1997 and 1996,
respectively, to a related party $32,202 $20,662
Cost of sales 22,969 15,192
------- -------
Gross profit 9,233 5,470
------- -------
Selling, general and administrative expenses 4,340 2,785
------- -------
Operating income 4,893 2,685
Interest expense, net 1,265 823
------- -------
Income before provision for income taxes 3,628 1,862
Provision for income taxes 1,459 745
------- -------
Net income $2,169 $1,117
------- -------
------- -------
Earnings per share of common stock and common stock
equivalents outstanding $0.32 $0.16
------- -------
------- -------
Weighted average number of shares of common stock and
common stock equivalents outstanding 6,800 6,800
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
<PAGE>
Page 2
Form 10 Q - Kaynar Technologies Inc.
Kaynar Technologies Inc. and Subsidiaries
Condensed Consolidated Balance Sheets - Assets
(in thousands of dollars)
<TABLE>
<CAPTION>
March 30, December 31,
1997 1996
--------- ------------
Unaudited
<S> <C> <C>
Current assets:
Cash $625 $909
Accounts receivable, including $2,550 and $1,987 in 1997 and
1996, respectively, from a related party, net of allowance for
doubtful accounts of $288 and $235 in 1997 and 1996, respectively 18,529 15,392
Inventories 30,742 29,901
Prepaid expenses and other current assets 450 709
------- -------
Total current assets 50,346 46,911
------- -------
Property, plant and equipment, at cost 27,350 24,160
Less - accumulated depreciation and amortization (6,189) (5,451)
------- -------
21,161 18,709
Intangible assets, net of accumulated amortization of $265
and $167 in 1997 and 1996, respectively 7,723 7,815
Other assets 525 254
------- -------
$79,755 $73,689
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
Page 3
Form 10 Q - Kaynar Technologies Inc.
Kaynar Technologies Inc. and Subsidiaries
Condensed Consolidated Balance Sheets - Liabilities and Stockholders' Equity
(in thousands of dollars)
<TABLE>
<CAPTION>
March 30, December 31,
1997 1996
--------- ------------
Unaudited
<S> <C> <C>
Current liabilities:
Revolving line-of-credit, to a related party $3,632 $746
Current portion of long-term debt 1,752 1,457
Current portion of capital lease obligations 177 133
Accounts payable 6,305 6,105
Accrued payroll and related expenses 3,566 5,330
Other accrued expenses 4,850 2,664
Deferred income taxes 288 288
------- -------
Total current liabilities 20,570 16,723
------- -------
Long-term debt, primarily to a related party 45,261 45,176
Capital lease obligations 531 332
Deferred income taxes 832 832
------- -------
Total long-term liabilities 46,624 46,340
------- -------
Commitments and contingencies
Stockholders' equity:
Series C Convertible Preferred stock, $0.01 par value; Authorized--
10,000,000 shares; issued and outstanding--5,206,000 shares 52 52
Common stock, $.01 par value; Authorized--20,000,000 shares;
issued and outstanding--1,594,000 shares 16 16
Additional paid-in capital 1,432 1,432
Retained earnings 10,982 8,838
Currency translation adjustment 79 288
------- -------
Total stockholders' equity 12,561 10,626
------- -------
$79,755 $73,689
------- -------
------- -------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
Page 4
Form 10 Q - Kaynar Technologies Inc.
Kaynar Technologies Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in thousands of dollars)
<TABLE>
<CAPTION>
Qtr Ended Qtr Ended
March 30, 1997 March 31, 1996
-------------- --------------
Unaudited Unaudited
<S> <C> <C>
Cash flows from operating activities:
Net income $2,169 $1,117
Adjustments to reconcile net income to net
cash provided by operating activities--
Depreciation and amortization 893 522
Loss on sale of property, plant and equipment 62 27
Changes in operating assets and liabilities--
Increase in accounts receivable (3,184) (1,851)
Increase in inventories (860) (2,277)
Decrease in prepaid expenses 219 23
Increase in other assets (271) (34)
Increase in accounts payable 166 228
Increase in accrued expenses 458 1,188
Increase in deferred income taxes 0 (509)
-------- -------
Net cash used in operating activities (348) (1,566)
-------- -------
Cash flows from investing activities:
Purchases of property, plant and equipment (3,058) (930)
Proceeds from sales of property, plant and equipment 0 26
Increase in intangible assets (52) (273)
-------- -------
Net cash used in investing activities (3,110) (1,177)
-------- -------
Cash flows from financing activities:
Net borrowings on line-of-credit, from a related party 2,886 2,747
Borrowings on long-term debt, primarily from a related party 500 194
Payments on long-term debt, primarily to a related party (200) (200)
Principal payments on capital lease obligations (4) (6)
-------- -------
Net cash provided by financing activities 3,182 2,735
-------- -------
Effect of exchange rate changes on cash (8) (2)
-------- -------
Net decrease in cash (284) (10)
Cash, beginning of period 909 52
-------- -------
Cash, end of period $625 $42
-------- -------
-------- -------
Supplemental disclosures of cash flow information:
Cash paid during the period for
Interest $1,215 $751
-------- -------
-------- -------
Income taxes $574 $328
-------- -------
-------- -------
Noncash financing activities:
Capital lease obligations assumed for the purchase
of equipment $246 $0
-------- -------
-------- -------
Borrowings on long-term debt for preferred stock dividends $24 $24
-------- -------
-------- -------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
Page 5
Form 10 Q - Kaynar Technologies Inc.
Kaynar Technologies Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 30, 1997
(Amounts in thousands except for earnings per share)
(1) BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying consolidated
condensed financial statements have been prepared on the same basis as the
consolidated financial statements for the year ended December 31, 1996.
These financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's Registration
Statement on Form S-1 dated May 6, 1997 for the year ended December 31, 1996.
The condensed consolidated financial statements include the
accounts of the Company and all of its subsidiaries after eliminating all
significant intercompany transactions and reflect all normal recurring
adjustments which are, in the opinion of management, necessary to present a
fair statement of the results for the interim periods reported. The results
of operations for the three months ended March 30, 1997 are not necessarily
indicative of the results to be expected for the full year.
The Company's fiscal quarters are on a 13 week basis. The first
quarter of 1997 ended on March 30, 1997 (the Sunday nearest to March 31,
1997). Last year's first quarter ended on March 31, 1996.
(2) INVENTORIES
Inventories are stated at the lower of cost (FIFO) or market and
include the cost of material, labor and factory overhead. Inventories
consist of the following at March 30, 1997 and December 31, 1996:
1997 1996
------- -------
Finished goods $8,698 $8,781
Components 5,332 4,628
Work in progress 9,763 9,151
Raw materials 2,341 2,790
Supplies and small tools 4,608 4,551
------- -------
$30,742 $29,901
------- -------
------- -------
(3) EARNINGS PER SHARE
Earnings per common share and common share equivalent are computed on
the basis of the weighted average number of common shares outstanding. The
outstanding Series C Convertible Preferred Stock are common share equivalents.
5
<PAGE>
Page 6
Form 10 Q - Kaynar Technologies Inc.
(4) ACQUISITION
The Company acquired an Australian corporation (Recoil) in mid
August 1996. The acquisition has been accounted for in accordance with the
purchase method of accounting. The Company's condensed consolidated
financial statements include the acquiree's results of operations from the
effective acquisition date.
The following unaudited pro forma consolidated statement of income
information presents the results of the Company's operations for the quarter
ended March 31, 1996, as though the acquisition of Recoil had occurred as of
the beginning of that period:
Net Sales $23,050
---------
---------
Net Income $1,349
---------
---------
Earnings per Share $0.20
---------
---------
The pro forma results have been prepared for comparative purposes
only and are not necessarily indicative of the actual results of operations
had the acquisition taken place at the beginning of the fiscal period or the
results that may occur in the future. Furthermore, the pro forma results do
not give effect to cost savings or incremental costs which may occur as a
result of the integration and consolidation of Recoil. The pro forma results
include additional interest on borrowed funds and additional amortization of
goodwill resulting from the acquisition.
(5) INCOME TAXES
Income taxes are provided using the estimated effective tax rates
for the years ended December 31, 1996 and December 31, 1997.
(6) SUBSEQUENT EVENT
On May 9, 1997 the Company completed a public sale of 1.8 million
shares of common stock at $14.50. The net proceeds approximated $23.6
million. The shares sold will be included in the calculation of earnings per
share from the date of sale forward.
6
<PAGE>
Page 7
Form 10 Q - Kaynar Technologies Inc.
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Forward-Looking Statements
Certain statements contained in Management's Discussion and Analysis
of Financial Condition and Results of Operation, particularly in the three
paragraphs entitled "Liquidity and Capital Resources," and elsewhere in this
quarterly report on Form 10-Q are forward-looking statements. Statements in
this quarterly report on Form 10-Q which address activities, events or
developments that the registrant expects or anticipates will or may occur in
the future, including such things as future issuances of shares, future
capital expenditures (including the amount and nature thereof), expansion and
other development and technological trends of industry segments in which the
registrant is active, business strategy, expansion and growth of the
registrant's and its competitors' business and operations and other such
matters are forward-looking statements. These forward-looking statements are
subject to risks and uncertainties, including those identified as "Risk
Factors" in the registrant's Pre-Effective Amendment No. 6 to the
Registration Statement on Form S-1 filed May 6, 1997. The foregoing should
not be construed as an exhaustive list of all factors which could cause
actual results to differ materially from those expressed in forward-looking
statements made by the registrant. Actual results may materially differ from
anticipated results described in these statements.
Summary
The following table sets forth certain items from the Company's
Condensed Consolidated Statements of Income for the periods indicated and
presents the results of operations as a percentage of net sales:
Quarter Quarter
Ended Ended
March 30, March 31,
1997 1996
--------- --------
Net sales 100.0% 100.0%
Cost of sales 71.3% 73.5%
--------- --------
Gross profit 28.7% 26.5%
Selling, general and
administrative expenses 13.5% 13.5%
--------- --------
Operating income 15.2% 13.0%
Interest expense, net 3.9% 4.0%
Provision for income taxes 4.6% 3.6%
--------- --------
Net income 6.7% 5.4%
--------- --------
--------- --------
Quarter Ended March 30, 1997 Compared to Quarter Ended March 31, 1996
Net Sales. Net Sales increased 55.6% or $11.5 million, to $32.2
million in the first quarter of 1997 from $20.7 million in the first quarter
of 1996. This growth was primarily the result of increased customer demand,
which occurred as commercial aircraft build rates increased. In addition,
net sales growth was enhanced by the expansion of existing product lines, the
development of variations of existing products and the introduction of new
products. The company's acquisition of Recoil and its purchase of the KELOX
product line accounted for approximately $3.0 million of the increase in net
sales over the comparable quarter.
Gross Profit. Gross profit improved from $5.5 million for the first
quarter in 1996 to $9.2 million during the same period in 1997. As a
percentage of sales, gross profit improved from 26.5 percent to 28.7 percent.
This improvement in gross profit margin was primarily due to the increase in
sales volume (which resulted in a greater absorption of fixed costs) and
improved productivity.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses of $4.3 million, were 56 percent higher than last
year's similar period, but were constant as a percentage of sales, at 13.5
percent for each period. The $1.6 million increase in the absolute dollar
amount of such expenses, however, was attributable primarily to (i)
additional employee costs needed to support the increased sales volume and
(ii) the selling, general and administrative expenses of Recoil, which, due
to the nature of its business, tends to have higher selling, general and
administrative expenses as a percentage of net sales than the Company's
Kaynar and Microdot business units.
7
<PAGE>
Page 8
Form 10 Q - Kaynar Technologies Inc.
Interest Expense. Interest expense increased 54 percent to $1.3 million,
up from $823,000 for the same period in the preceeding year, but decreased as
a percentage of sales from 4.0 percent for the first quarter in 1996 compared
to 3.9 percent for the first quarter in 1997. Interest expense was up in 1997
primarily as a result of capital expenditures and the Recoil acquisition.
Net Income. Net income for the first quarter of 1997 increased to $2.2
million or 32 cents per share compare to $1.1 million or 16 cents per share
for the same period in 1996.
Liquidity and Capital Resources
The Company generally relies upon internally generated cash flows and amounts
that may be available under its revolving line of credit to satisfy working
capital needs and to fund capital expenditures. Cash used in operations in
the first quarter was $.3 million compared to cash used of $1.6 million in
the prior year. A decrease in investment in inventories was the primary
reason for the reduction in the cash used in operations relative to the prior
year. To support increased sales volume and enhance productivity, capital
expenditures increased to $3.1 million in the first quarter of 1997 as
compared to $.9 million in the same period of the proceeding year.
On May 9, 1997 the Company received net proceeds of approximately $23.6
million from the sale of 1.8 million shares of common stock, from its initial
public offering. The underwriters also have an option to acquire an
additional 300,000 shares.
The Company believes that the net proceeds from the offering, internally
generated cash flow and amounts that may be available under the revolving line
of credit will provide adequate funds to meet its working capital needs,
planned capital expenditures and debt service obligations. However, the
Company's ability to fund its operations, make planned capital expenditures
and make scheduled payments on, and refinance its indebtedness, depends on
its future operating performance and cash flow. Future operating performance
and cash flow are, in turn, subject to prevailing economic conditions and to
financial, business and other factors affecting the Company, some of which
are beyond the Company's control.
8
<PAGE>
PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Action by Written Consent of Stockholders executed on March 27, 1997:
The stockholders unanimously elected the following individuals to serve as
directors:
Jordan A. Law
David A. Werner
Norman A. Barkeley
Burton J. Kloster, Jr.
Richard P. Strubel
(b) Action by Written Consent of Stockholders executed on May 5, 1997:
The stockholders unanimously approved the following actions:
(i) Engaging in a 68-to-1 stock split of the registrant's Common Stock.
(ii) Merging of the registrant with its wholly-owned subsidiary Kaynar
Technologies Inc.
(iii) Executing the agreement and plan of merger between registrant and
Kaynar Holdings Inc.
(iv) Authorizing, in connection with the merger, the exchange of each
outstanding share of the registrant's Series A Convertible Preferred
Stock for 9.953 shares of the registrant's Common Stock and 58.047
shares of the registrant's Series C Convertible Preferred Stock and
of each outstanding share of Series B Preferred Stock for 68 shares
of Series C Convertible Preferred Stock.
(v) Changing the name of the registrant after the merger from "Kaynar
Holdings Inc." to "Kaynar Technologies Inc."
(vi) Authorizing the registrant to file amended and restated certificate
of incorporation with the Secretary of State of Delaware.
(vii) Authorizing the registrant to enter indemnification agreements
with each director.
(viii) Approving the registrant's 1997 Stock Incentive Plan.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Number Description
-------- ------------
2 Agreement and Plan of Merger, dated May 5, 1997, between the
Company and Operating Company(2)
3(i) Amended and Restated Certificate of Incorporation of the
Company(2)
3(ii) Amended and Restated Bylaws of the Company(2)
4 Specimen of Common Stock Certificate(2)
10.1 Amended and Restated Term Loan Agreement, dated August 12, 1996,
between the Company and GECC(1)
10.2(a) Amended and Restated Credit Agreement, dated August 12, 1996,
between Operating Company and GECC(1)
10.2(b) First Amendment, Consent, and Limited Waiver to Amended and
Restated Credit Agreement, dated December 17, 1996, between
Operating Company and GECC(1)
9
<PAGE>
10.3 Term Loan Agreement, dated August 12, 1996, between RCL Pty. and
GECC(1)
10.4 PIK Dividend Note Agreement, dated January 3, 1994, among the
Company, GECC and certain other parties identified therein(1)
10.5 Lease with The Prudential Insurance Co. of America regarding the
Fullerton, California facility(1)
10.6 Lease with West L.A. Properties regarding the Placentia,
California facility(1)
10.7 Lease with Enfield View Pty. Ltd. regarding the Oakleigh, VIC,
Australia facility(1)
10.8(a) General Terms Agreement, dated September 20, 1996, between the
Company and Boeing(1)
10.8(b) Special Business Provisions, dated September 20, 1996, between
the Company and Boeing(3)
10.9(a) Contract Award Letter of Agreement, dated April 28, 1994, between
the Company and Boeing(3)
10.9(b) Boeing Commercial Airplane Group Purchase Order Terms and
Conditions(3)
10.10 Stockholders Agreement, dated as of May 6, 1997(2)
27 Financial Data Schedule
99.1 Form of 1997 Stock Incentive Plan(1)
99.2 Form of Employment Agreement for Messrs. Law and Werner(1)
99.3 Form of Employment Agreement for Messrs. Beers, Dack, Berecz and
Varholick(1)
99.4 Employment Agreement for Kenneth D. Jones(1)
99.5 Form of Director Indemnification Agreement(1)
- ---------------------------
(1) Incorporated by reference from the Initial Registration Statement on
Form S-1 of the Registrant filed on February 26, 1997 (SEC File
No. 333-22345).
(2) Incorporated by reference from Pre-Effective Amendment No. 4 to the
Registration Statement on Form S-1 of the Registrant filed on
May 5, 1997 (SEC File No. 333-22345).
(3) Incorporated by reference from Pre-Effective Amendment No. 6 to the
Registration Statement on Form S-1 of the Registrant filed on May 6,
1997 (SEC File No. 333-22345).
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter covered by this
report.
10
<PAGE>
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.
KAYNAR TECHNOLOGIES INC.
/s/ David A. Werner
Date: May 13, 1997 -------------------------------------------
By: David A. Werner
Title: Executive Vice President
/s/ Robert M. Nelson
Date: May 13, 1997 -------------------------------------------
By: Robert M. Nelson
Title: Controller (Chief Accounting Officer)
S-1
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
2 Agreement and Plan of Merger, dated May 5, 1997, between the
Company and Operating Company(2)
3(i) Amended and Restated Certificate of Incorporation of the
Company(2)
3(ii) Amended and Restated Bylaws of the Company(2)
4 Specimen of Common Stock Certificate(2)
10.1 Amended and Restated Term Loan Agreement, dated August 12, 1996,
between the Company and GECC(1)
10.2(a) Amended and Restated Credit Agreement, dated August 12, 1996,
between Operating Company and GECC(1)
10.2(b) First Amendment, Consent, and Limited Waiver to Amended and
Restated Credit Agreement, dated December 17, 1996, between
Operating Company and GECC(1)
10.3 Term Loan Agreement, dated August 12, 1996, between RCL Pty. and
GECC(1)
10.4 PIK Dividend Note Agreement, dated January 3, 1994, among the
Company, GECC and certain other parties identified therein(1)
10.5 Lease with The Prudential Insurance Co. of America regarding the
Fullerton, California facility(1)
10.6 Lease with West L.A. Properties regarding the Placentia,
California facility(1)
10.7 Lease with Enfield View Pty. Ltd. regarding the Oakleigh, VIC,
Australia facility(1)
10.8(a) General Terms Agreement, dated September 20, 1996, between the
Company and Boeing(1)
10.8(b) Special Business Provisions, dated September 20, 1996, between
the Company and Boeing(3)
10.9(a) Contract Award Letter of Agreement, dated April 28, 1994, between
the Company and Boeing(3)
10.9(b) Boeing Commercial Airplane Group Purchase Order Terms and
Conditions(3)
10.10 Stockholders Agreement, dated as of May 6, 1997(2)
27 Financial Data Schedule
99.1 Form of 1997 Stock Incentive Plan(1)
99.2 Form of Employment Agreement for Messrs. Law and Werner(1)
99.3 Form of Employment Agreement for Messrs. Beers, Dack, Berecz and
Varholick(1)
99.4 Employment Agreement for Kenneth D. Jones(1)
99.5 Form of Director Indemnification Agreement(1)
- ---------------------------
(1) Incorporated by reference from the Initial Registration Statement on
Form S-1 of the Registrant filed on February 26, 1997 (SEC File No.
333-22345).
S-2
<PAGE>
(2) Incorporated by reference from Pre-Effective Amendment No. 4 to the
Registration Statement on Form S-1 of the Registrant filed on May 5, 1997
(SEC File No. 333-22345).
(3) Incorporated by reference from Pre-Effective Amendment No. 6 to the
Registration Statement on Form S-1 of the Registrant filed on May 6, 1997
(SEC File No. 333-22345).
S-3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-30-1997
<CASH> 625
<SECURITIES> 0
<RECEIVABLES> 18,817
<ALLOWANCES> 288
<INVENTORY> 30,742
<CURRENT-ASSETS> 50,346
<PP&E> 27,350
<DEPRECIATION> 6,189
<TOTAL-ASSETS> 79,755
<CURRENT-LIABILITIES> 20,570
<BONDS> 0
0
52
<COMMON> 16
<OTHER-SE> 12,493
<TOTAL-LIABILITY-AND-EQUITY> 79,755
<SALES> 32,202
<TOTAL-REVENUES> 32,202
<CGS> 22,969
<TOTAL-COSTS> 22,969
<OTHER-EXPENSES> 4,340
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,265
<INCOME-PRETAX> 3,628
<INCOME-TAX> 1,459
<INCOME-CONTINUING> 2,169
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,169
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
