United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
--------------
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 33-75154
J.B. POINDEXTER & CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0312814
------------- -------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 Louisiana
Suite 5400
Houston, Texas
77002
---------------------
(Address of principal executive offices)
(Zip code)
(713) 655-9800
---------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------
(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
There were 3,059 shares of Common Stock, $.01 par value, of the registrant
outstanding as of May 1, 2000.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
March 31, December 31,
2000 1999
----------- ------------
(Unaudited)
Current assets
Restricted cash ....................................... $ 1,745 $ 997
Accounts receivable, net of allowance for doubtful
accounts of $1,104 and $1,121, respectively ........ 45,936 33,114
Inventories, net ...................................... 47,741 37,774
Deferred income taxes ................................. 2,302 2,307
Prepaid expenses and other ............................ 952 829
-------- --------
Total current assets ......................... 98,676 75,021
Property, plant and equipment, net .................... 49,148 37,332
Goodwill, net ......................................... 18,197 14,711
Deferred income taxes ................................. 4,891 5,229
Other assets .......................................... 4,331 4,418
-------- --------
Total assets .......................................... $175,243 $136,711
======== ========
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities
Current portion of long-term debt ..................... $ 3,652 $ 576
Borrowings under the revolving credit facilities ...... 31,318 15,286
Accounts payable ...................................... 29,271 21,792
Accrued compensation and benefits ..................... 5,840 9,548
Accrued interest ...................................... 4,121 1,404
Accrued income taxes .................................. 547 910
Other accrued liabilities ............................. 9,096 6,467
-------- --------
Total current liabilities ............................. 83,845 55,983
-------- --------
Noncurrent liabilities
Long-term debt, less current portion .................. 93,754 85,404
Employee benefit obligations and other ................ 3,927 3,347
------- --------
Total noncurrent liabilities .......................... 97,681 88,751
------- --------
Commitments and contingencies
Stockholder's deficit
Common stock and paid-in-capital ...................... 16,486 16,486
Cumulative other elements of comprehensive income ..... (321) (316)
Accumulated deficit ................................... (22,448) (24,193)
-------- ---------
Total stockholder's deficit ........................... (6,283) (8,023)
-------- ---------
Total liabilities and stockholder's deficit ........... $175,243 $136,711
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except share and per share amounts)
For the Three Months
Ended March 31,
2000 1999
--------- --------
(Unaudited)
Net sales .......................................... $ 114,809 $ 108,098
Cost of sales ...................................... 94,616 90,290
--------- ---------
Gross profit ....................................... 20,193 17,808
Selling, general and administrative expense ........ 14,457 12,212
Other income ....................................... (25) (49)
--------- ---------
Operating income ................................... 5,761 5,645
Interest expense ................................... 3,508 3,717
--------- ---------
Income before income taxes ......................... 2,253 1,928
Income tax provision ............................... 508 48
--------- ---------
Income before extraordinary gain ................... 1,745 1,880
Extraordinary gain on purchase of Senior Notes,
net of applicable taxes ................... -- 222
---------- ---------
Net income ......................................... $1,745 $2,102
========== =========
Basic and diluted loss per share:
Income before extraordinary gain ................... $570 $615
Extraordinary gain on purchase of Senior Notes ..... -- 72
---------- ---------
Net income ......................................... $570 $687
========== =========
Weighted average shares outstanding ................ 3,059 3,059
========== =========
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Three Months
Ended March 31,
2000 1999
----- ------
(Unaudited)
Cash (used in) provided by operations ............. $(5,542) $ 1,648
------- -------
Cash flows (used in) provided by investing activities:
Purchases of businesses net of cash acquired ............. (17,548) --
Proceeds from sales of businesses and equipment .......... -- 3,687
Acquisition of property, plant and equipment ............. (3,620) (1,808)
Other .................................................... -- (15)
------- -------
Net cash (used in) provided by investing activities .. (21,168) 1,864
------- -------
Cash flows provided by (used in) financing activities:
Net proceeds from revolving lines of credit and
short-term debt........................................ 16,032 4,834
Proceeds from long-term debt.............................. 11,665 -
Payments of long-term debt and capital leases............. (239) (8,316)
---------- ---------
Net cash provided by (used in) financing activities....... 27,458 (3,482)
---------- ---------
Increase in restricted cash and cash equivalents.......... 748 30
Restricted cash and cash equivalents, beginning of period. 997 2,194
---------- ---------
Restricted cash and cash equivalents, end of period....... $ 1,745 $ 2,224
========== =========
Supplemental information:
Cash paid for income taxes, net of refunds........... $ 729 $ 61
========== =========
Cash paid for interest............................... $ 607 $ 467
========== =========
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
J.B. POINDEXTER & CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) Organization and Business. J.B. Poindexter & Co., Inc. (JBPCO) and its
subsidiaries (the Subsidiaries, and, together with JBPCO, the Company), operate
primarily manufacturing businesses. Subsidiaries consist of Morgan Trailer Mfg.
Co., (Morgan), Truck Accessories Group, Inc., (TAG), EFP Corporation, (EFP) and
Magnetic Instruments Corp., (MIC Group).
The consolidated financial statements included herein have been prepared by
the Company, without audit, following the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
information furnished reflects all adjustments, consisting only of normal
recurring adjustments, which are necessary for a fair presentation of the
results of the interim periods. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted following such
rules and regulations. However, the Company believes that the disclosures are
adequate to make the information presented understandable. Operating results for
the three-month period ended March 31, 2000 are not necessarily indications of
the results that may be expected for the year ended December 31, 2000. These
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto for the year ended December 31, 1999
filed with the Securities and Exchange Commission on Form 10-K.
(2) Segment Data. The following is a summary of the business segment data (in
thousands):
For the Three Months
Ended March 31,
2000 1999
---- ----
Net Sales:
Morgan ..................................... $ 67,198 $ 65,607
TAG ........................................ 30,818 28,755
EFP ........................................ 8,566 8,687
Specialty Manufacturing Group .............. 8,483 5,066
Intercompany Sales ......................... (256) (17)
--------- ---------
Net Sales .................................. $ 114,809 $ 108,098
========= =========
Operating Income (Loss):
Morgan ..................................... $ 3,674 $ 4,948
TAG ........................................ 1,028 621
EFP ........................................ 686 600
Specialty Manufacturing Group .............. 1,407 262
JBPCO (Corporate) .......................... (1,034) (786)
------- -------
Operating Income ........................... $ 5,761 $ 5,645
======= =======
March 31, December 31,
Total Assets as of: 2000 1999
------------ ------------
Morgan ..................................... $ 84,657 $ 70,711
TAG ........................................ 44,920 41,996
EFP ........................................ 13,523 13,604
Specialty Manufacturing Group .............. 30,291 8,493
JBPCO (Corporate) .......................... 1,852 1,907
--------- ---------
Total Assets ............................... $175,243 $136,711
========= =========
5
<PAGE>
During the three months ended March 31, 2000, MIC Group acquired two
corporations, see Note 5 below. The acquired companies operate machining and
fabrication businesses, which with MIC Group make up the Specialty Manufacturing
Group segment of operations. The total assets acquired were approximately
$20,650,000 at March 31, 2000.
Morgan has two customers (truck leasing and rental companies) that together
accounted for approximately 54% and 57% of Morgan's net sales during the three
months ended March 31, 2000 and 1999, respectively. EFP has four customers in
the electronics industry that collectively accounted for approximately 35% and
39% of EFP's net sales during the three months ended March 31, 2000 and 1999,
respectively. The Specialty Manufacturing Group has an industry concentration,
pertaining to international oil field service companies, with one customer that
accounted for approximately 45% and 48% of Specialty Manufacturing Group's net
sales during the three months ended March 31, 2000 and 1999, respectively.
(3) Comprehensive Income. The components of comprehensive income (loss) were as
follows (in thousands):
For the Three Months
Ended March 31,
----------------------
2000 1999
Net income .................................... $ 1,745 $ 2,102
Foreign currency translation
adjustments ............................... (5) 77
------- -------
Comprehensive income .......................... $ 1,740 $ 2,179
======= =======
(4) Inventories. Consolidated net inventories consisted of the following (in
thousands):
March 31, December 31,
2000 1999
----------- -------------
FIFO Basis Inventory:
Raw Materials ................................. $ 31,955 $ 24,990
Work in Process................................. 7,746 5,296
Finished Goods ................................. 8,040 7,488
-------- --------
Total Inventory ................................. $ 47,741 $ 37,774
======== ========
(5) Acquisitions. Effective March 8, 2000, MIC Group acquired the stock of KWS
Manufacturing Company, Inc. (KWS). Based in Joshua, Texas, KWS designs and
fabricates bulk material handling equipment. MIC Group paid approximately
$5,964,000, net of cash acquired, in cash for the stock of KWS and there was no
goodwill recorded. During the three months ended March 31, 2000 and 1999, KWS
had net sales of $3,396,000 and $2,811,000, respectively, and operating income
of $179,000 and $553,000, respectively. The acquisition was treated as a
purchase and revenues and operating income from the date of acquisition until
March 31, 2000 of $985,000 and $282,000, respectively, were included in the
consolidated results of operations for the three months ended March 31, 2000.
6
<PAGE>
Effective March 17, 2000, MIC Group acquired the stock of Universal
Brixius, Inc. (Universal). Based in Milwaukee, Wisconsin, Universal is a
diversified, high-volume contract machining company that produces close
tolerance parts from castings, forgings and bar stock. MIC Group paid
approximately $11,600,000, net of cash acquired for the stock of Universal, of
which $8,725,000 was paid in cash. In addition, $2,875,000 of the purchase price
was evidenced by a promissory note payable in 12 consecutive quarterly
installments of principal and interest. Goodwill recorded of approximately
$3,700,000 will be amortized over 20 years. During the three months ended March
31, 2000 and 1999, Universal had net sales of $2,680,000 and $1,985,000,
respectively, and operating income of $540,000 and $352,000, respectively. The
acquisition was treated as a purchase and revenues and operating income from the
date of acquisition until March 31, 2000 of $436,000 and $123,000, respectively,
were included in the consolidated results of operations for the three months
ended March 31, 2000.
The Company's consolidated results of operations on an unaudited pro forma
basis, as though the businesses acquired during the quarter ended March 31, 2000
had been acquired on January 1, 1999 were as follows (in thousands, except per
share amounts):
Three Months Ended
March 31,
2000 1999
---- ----
Pro forma net sales ........................... $119,225 $112,894
Pro forma operating income .................. 6,449 6,176
Pro forma income before extraordinary gain .. 2,219 2,072
Pro forma net income ........................ 2,219 2,294
Pro forma income per share:
Income before extraordinary gain .......... $ 725 $ 677
Net income ................................ $ 725 $ 750
These pro forma results are presented for informational purposes only.
These results do not purport to show the actual results, which would have
occurred had the business combinations been consummated on January 1, 1999, nor
should they be viewed as indicative of future results of operations. The
allocations of purchase price to the assets acquired and liabilities assumed has
been initially assigned and recorded based on preliminary estimates of fair
value and may be revised as additional information concerning the valuation of
such assets and liabilities becomes available.
(6) Revolving Loan Agreements. At March 31, 2000, the Company had total
borrowing availability of approximately $55,000,000, of which $2,910,000 was
used to secure letters of credit. Additionally, $31,318,000 had been borrowed to
fund operations, resulting in unused availability of $20,772,000.
(7) Long-term Debt. During the three months ended March 31, 1999, the Company
purchased $8,011,000 of its 2004 12 1/2% Senior Notes. The Company realized a
gain of $222,000, net of income taxes of $6,000, which was recognized as an
extraordinary gain in the consolidated statements of operations for the period.
As a result of this purchase and purchases made in subsequent quarters during
1999, the Company held $15,000,000 of its Senior Notes in a brokerage account as
of March 31, 2000.
(8) Income Taxes. The income tax expense of $508,000 in 2000 differs from
amounts computed based on the federal statutory rates principally due to the
Company's ability to utilize the benefit of net operating loss carryforwards
7
<PAGE>
against which valuation allowances had been previously provided. The 22 1/2%
effective tax rate utilized for the first quarter of 2000 is based upon
management projections of taxable income for the 12 months ended December 31,
2000, which will result in the utilization of 1) net operating loss
carryforwards against which valuation allowances had been previously provided as
well as 2) operating loss carryforwards for which no valuation allowances have
been provided.
The effective tax rate for the three months ended March 31, 1999
reflected the fact that the Company began to utilize net operating loss
carryforwards against which valuation allowances had been previously provided.
(9) Contingencies.
Claims and Lawsuits. The Company is involved in certain claims and lawsuits
arising in the normal course of business. In the opinion of management, the
ultimate resolution of these matters will not have a material adverse effect on
the financial position or results of operations of the Company.
Environmental Matters. Since 1989, Morgan has been named as a potentially
responsible party ("PRP") with respect to its generation of hazardous materials
alleged to have been handled or disposed of at two Federal Superfund sites in
Pennsylvania and one in Kansas. Although a precise estimate of liability cannot
currently be made with respect to these sites, based upon information known to
Morgan, the Company currently believes that it's proportionate share, if any, of
the ultimate costs related to any necessary investigation and remedial work at
those sites will not have a material averse effect on the Company.
(10) New Accounting Pronouncements.
Derivative Instruments and Hedging Activities. In June 1998, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging Activities,
which, as amended, is required to be adopted in fiscal years beginning after
June 15, 2000. Because of the Company's limited use of derivatives to manage its
exposure to fluctuations in foreign exchange rates, management does not
anticipate that the adoption of the new statement will have a significant effect
on earnings or the financial position of the Company.
Revenue Recognition. In December 1999, the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin 101 ("SAB 101"), "Revenue
Recognition in Financial Statements" which provides guidance related to revenue
recognition based on interpretations and practices followed by the SEC. The
effective date of this bulletin was deferred to no later than the second fiscal
quarter beginning after December 15, 1999. SAB 101 requires companies to report
any changes in revenue recognition as a cumulative change in accounting
principle at the time of implementation in accordance with Accounting Principles
Board Opinion No. 20, "Accounting Changes." The Company is currently in the
process of evaluating the impact SAB 101 will have on its financial position or
results of operations.
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations
The Company operates in industries that are dependent on various factors
reflecting general economic conditions, including corporate profitability,
consumer spending patterns, sales of truck chassis and new pickup trucks and
levels of oil and gas exploration.
8
<PAGE>
Results of Operations
During the three months ended March 31, 2000, the Company made two
acquisitions. Effective March 8, 2000, the Company acquired the stock of KWS
Manufacturing Company, Inc., (KWS) and effective March 17, 2000, the Company
acquired the stock of Universal Brixius (Universal). KWS and Universal are
machining and fabrication operations that will complement the existing machining
operations of MIC Group and will be considered part of the Company's Specialty
Manufacturing Group segment of operations.
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Net sales increased $6.7 million or 6% to $114.8 million for the three
months ended March 31, 2000 compared to $108.1 million during 1999. All
operations contributed to the increase in sales with the exception of EFP, the
sales of which declined approximately $0.1 million or 1%. KWS and Universal
contributed $1.4 million to the increase in sales during the three months ended
March 31, 2000. While Morgan's sales increased 2% or $1.6 million, unit
shipments decreased 7% to 9800 units including a 38% unit decrease in consumer
rental product shipments. TAG sales increased $2.1 million or 7% to $30.8
million due to pricing changes and an improved product mix as well as a 1%
increase in unit shipments. EFP sales decreased $0.1 million or 1%, mainly due
to a decrease in the tooling products business of $0.2 million offset by
increased shipments of packaging products. Sales of the Specialty Manufacturing
Group increased $3.4 million or 67%, including $1.4 million of sales from the
operations of KWS and Universal acquired during the period.
Morgan's backlog at March 31, 2000 was $83.5 million compared to $83.9
million at March 31, 1999. Backlog at EFP was $3.3 million at March 31, 2000
compared to $2.0 million at March 31, 1999. Specialty Manufacturing Group's
backlog at March 31, 2000 was $9.5 million including a combined backlog of $3.0
million for KWS and Universal compared to $3.2 million at the end of the first
quarter of 1999.
Cost of sales rose 5% to $94.6 million for the three months ended March 31,
2000 compared to $90.3 million, during the 1999 period. Gross profit increased
13% to $20.2 million (18% of net sales) during the 2000 quarter compared to
$17.8 million (16% of net sales) for 1999. Gross profit at Morgan decreased $0.5
million or 5% to $8.6 million or 13% of sales compared to 14% of sales during
1999, primarily due to increased labor costs as a result of a change in product
mix associated with the decline in consumer rental sales as well as a high labor
turnover rate at its main Pennsylvania plant. TAG's gross profit for the three
months ended March 31, 2000, increased $1.1 million or 18%. Although partially
reduced by increased material costs, TAG's gross profit as a percent of sales
increased to 23% during the 2000 period compared to 21% during 1999 due to
improved pricing of its products. Gross profit increased $0.2 million or 12% at
EFP because of reduced material costs due to product mix changes and improved
manufacturing processes. Specialty Manufacturing Group's gross profit increased
$1.6 million during 2000 compared to 1999 as a result of a 39% increase in sales
at MIC Group and $0.7 million of gross profit from the operations of KWS and
Universal acquired during the period. Gross profit as a percentage of sales at
Specialty Manufacturing Group increased to 30% during 2000 compared to 19% in
1999 due to reduced material costs and improved overhead absorption at MIC Group
and the contribution from businesses acquired during the 2000 quarter.
Selling, general and administrative expenses increased $2.2 million or 18%
to $14.5 million (13% of net sales) for the three months ended March 31, 2000
compared to $12.2 million (12% of net sales) during 1999. The increase in
selling, general and administrative expense as a percentage of sales is due
primarily to increased personnel costs at Morgan and at the parent company.
9
<PAGE>
Operating income increased 2% or $0.1 million to $5.8 million (5% of net
sales) for the three months ended March 31, 2000 compared to $5.6 million (5% of
net sales) in 1999. Morgan's operating income decreased $1.3 million for the
period. The decrease in Morgan's operating income was primarily the result of
high labor turnover at its Morgantown, Pennsylvania plant, increased
expenditures for the expansion of its parts and service business and costs
associated with the building of a new production facility in Janesville,
Wisconsin. TAG, EFP and Specialty Manufacturing Group's operating incomes
increased $0.4 million, $0.1 million and $0.7 million, respectively. Specialty
Manufacturing Group's operating income included KWS and Universal, which
together contributed $0.4 million for the period subsequent to their being
acquired in March.
Interest expense was $3.5 million for the three months ended March 31,
2000, 6% less than the $3.7 million during the same period in 1999.
The income tax expense of $508,000 in 2000 differs from amounts computed
based on the federal statutory rates principally due to the Company's ability to
utilize the benefit of net operating loss carryforwards against which valuation
allowances had been previously provided. The effective income tax rate during
fiscal 2000 is expected to be greater than 1999 as the net operating loss
carryforwards against which valuation allowances have been provided are
completely utilized and the Company begins to utilize the remaining net
operating loss carryforwards for which no valuation allowance has been
established.
Liquidity and Capital Resources
Operating activities during the three months ended March 31, 2000 used cash
of $5.5 million compared to generating cash of $1.6 million during the same
period in 1999. The decrease in cash from operations during the three months
ended March 31, 2000 compared to 1999 was due primarily to a $2.5 million
greater investment in inventory at Morgan, EFP and MIC and a $4.4 million
decrease in accrued compensation and benefits. Working capital at March 31, 2000
was $14.8 million compared to $14.7 million at March 31, 1999.
The ability to borrow under the Revolving Loan Agreement depends on the
amount of eligible collateral, which, in turn, depends on certain advance rates
applied to the value of accounts receivables and inventory. At May 1, 2000, the
Company had unused available borrowing capacity of approximately $22.3 million
under the terms of the Revolving Loan Agreement. Borrowings under the Revolving
Loan Agreements at March 31, 2000 were $31.3 million compared to $15.3 million
at December 31, 1999 and $22.7 million at March 31, 1999. Borrowings during the
2000 period included $6.5 million to fund the acquisitions of KWS and Universal
and $3.6 million to fund capital expenditures.
Long-term debt, including current portion, increased $11.4 million at March
31, 2000 compared to December 31, 1999 as a result of amounts borrowed to fund
the acquisitions of KWS and Universal.
Capital expenditures for the three months ended March 31, 2000 of $3.6
million compared to $1.8 million during the same period in 1999, related
primarily to the maintenance of existing capacity at TAG Manufacturing and
Morgan.
The Company believes that it has adequate resources to meet its working
capital and capital expenditure requirements consistent with past trends and
practices. Management believes that its cash balances and the borrowing
availability under the Revolving Loan Agreement will satisfy the Company's cash
10
<PAGE>
requirements for the foreseeable future, given its anticipated additional
capital expenditures, working capital requirements and known obligations. The
Company is in compliance with the terms of the Revolving Loan Agreement.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (1) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company; (2) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission.
PART II. OTHER INFORMATION
Item 3. Other Information
None
Item 4. Exhibits and Reports on Form 8-K
None
11
<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.
J.B. POINDEXTER & CO., INC.
(Registrant)
Date: May 4, 2000 By: S. Magee
----------------------------------------------
S. Magee, Chief Financial Officer and Director
By: R.S. Whatley
----------------------------------------------
R. S. Whatley, Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 2000 1ST
QUARTER FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,745
<SECURITIES> 0
<RECEIVABLES> 47,040
<ALLOWANCES> 1,104
<INVENTORY> 47,741
<CURRENT-ASSETS> 98,676
<PP&E> 49,148
<DEPRECIATION> 52,875
<TOTAL-ASSETS> 175,243
<CURRENT-LIABILITIES> 83,845
<BONDS> 97,681
0
0
<COMMON> 16,486
<OTHER-SE> (321)
<TOTAL-LIABILITY-AND-EQUITY> 175,243
<SALES> 114,809
<TOTAL-REVENUES> 114,809
<CGS> 94,616
<TOTAL-COSTS> 109,048
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,508
<INCOME-PRETAX> 2,253
<INCOME-TAX> 508
<INCOME-CONTINUING> 1,745
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,745
<EPS-BASIC> 0.570
<EPS-DILUTED> 0.570
<FN>
LOSS PROVISION IS INCLUDED IN SELLING, GENERAL AND ADMINISTRATIVE ON
THE FINANCIAL STATEMENTS.
</FN>
</TABLE>
