<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from _________________ to _________________
Commission File Number: 0-24094
LESLIE BUILDING PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3764357
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 Mamaroneck Avenue, White Plains, N.Y. 10601
(Address of principal executive offices)
(Zip Code)
(914) 421-2545
Registrant's Telephone Number including Area Code
(Former name, former address and former fiscal year,
if changed since last year)
Indicate by check marks 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 such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes XX No _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 4,805,762 shares of common
stock as of May 6, 1996.
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
INDEX TO FINANCIAL STATEMENTS FILED WITH
QUARTERLY REPORT OF REGISTRANT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996
(UNAUDITED)
---------------------------------
Page
----
PART I - FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED BALANCE SHEETS 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9-12
PART II - OTHER INFORMATION
Item 1 13
SIGNATURES 14
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
------------------
1996 1995
- - -----------------------------------------------------------------------------
(In thousands, except per share amounts)
Net sales $18,751 $16,567
Cost of sales (Note 2) 15,504 14,007
------- -------
Gross profit 3,247 2,560
Selling, general and administrative expenses 3,094 2,881
Restructuring expense 145
------- -------
Operating income (loss) 153 (466)
Interest expense, net 420 193
------- -------
Net loss $ (267) $ (659)
======= =======
Net loss per common share $ (.06) $ (.14)
======= =======
Weighted average common shares outstanding 4,804 4,787
======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31,
------------------ December 31,
1996 1995 1995
- - ------------------------------------------------------------------- -----------
(In thousands, except shares and
per share amounts)
ASSETS
Current assets
Cash $ 36 $ 10 $ 15
Accounts receivable, trade, less allowance
for doubtful accounts 12,151 10,648 7,707
Inventories (Note 2) 12,868 14,485 12,242
Prepaid expenses and other current assets 1,955 1,899 1,842
-------- ------- -------
Total current assets 27,010 27,042 21,806
Fixed assets, net 16,605 10,905 16,383
Goodwill, net 5,163
Other assets 549 489 560
-------- ------- -------
Total assets $ 44,164 $43,599 $38,749
======== ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 784 $ 187 $ 551
Accounts payable, trade 8,161 7,727 5,255
Accrued expenses and other current
liabilities 5,269 4,909 5,856
Discontinued operations, net (Note 3) 3,580 3,464 3,541
-------- ------- -------
Total current liabilities 17,794 16,287 15,203
Long-term debt (Note 4) 17,825 9,491 14,749
Other long-term liabilities 929 2,559 929
-------- ------- -------
Total liabilities 36,548 28,337 30,881
-------- ------- -------
Commitments and Contingencies (Note 3)
Stockholders' equity
Common stock par value $.01 per share:
authorized 20,000,000 shares; issued
4,805,762 shares in March 1996, 4,787,393
shares in March 1995 and 4,796,920
shares in December 1995 48 48 48
Paid-in capital 20,259 20,228 20,244
Accumulated deficit (12,691) (5,014) (12,424)
-------- ------- -------
Total stockholders' equity 7,616 15,262 7,868
-------- ------- -------
Total liabilities and stockholders' equity $ 44,164 $43,599 $38,749
======== ======= =======
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
------------------
1996 1995
- - -----------------------------------------------------------------------------
(In thousands)
Cash flows from operating activities:
Net loss $ (267) $ (659)
Adjustments to reconcile net loss to cash flows
used for operating activities:
Depreciation and amortization 499 423
Provision for accounts receivable 18 20
Changes in assets and liabilities:
Accounts receivable (4,462) (3,065)
Inventories (626) (2,127)
Prepaid expenses and other assets (140) 267
Accounts payable, accrued expenses and other
current liabilities 2,358 1,842
Other noncurrent liabilities (11)
------- -------
Net cash flows used for operating activities (2,620) (3,310)
------- -------
Cash flows from investing activities:
Capital expenditures (683) (1,146)
------- -------
Net cash flows used for investing activities (683) (1,146)
------- -------
Cash flows from financing activities:
Equipment loan 925 700
Mortgage loan 165
Borrowings under revolving line of credit 7,530 8,315
Loan repayments under revolving line of credit (5,053) (4,864)
Other (78) (42)
------- -------
Net cash flows provided by financing activities 3,324 4,274
------- -------
Net increase (decrease) in cash 21 (182)
Cash at beginning of period 15 192
------- -------
Cash at end of period $ 36 $ 10
======= =======
Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest on debt $ 422 $ 167
Income taxes $ 8 $ 5
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Retained Total
Common Paid-in Earnings Stockholders'
Stock Capital (Deficit) Equity
- - --------------------------------------------------------------------------------
(In thousands, except shares)
Balance - December 31, 1996 $48 $20,244 $(12,424) $7,868
Net loss for three months ended
March 31, 1996 (267) (267)
Employee purchases of 8,842 shares of
common stock 15 15
--- ------- -------- ------
Balance - March 31, 1996 $48 $20,259 $(12,691) $7,616
=== ======= ======== ======
6
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The Consolidated Financial Statements presented herein have been prepared
by the Company in accordance with the accounting policies described in its
December 31, 1995 Annual Report on Form 10-K and should be read in conjunction
with the Notes to Consolidated Financial Statements included therein.
In the opinion of management, the information furnished in this Form 10-Q
reflects all adjustments necessary for a fair statement of the results of
operations as of and for the three month periods ended March 31, 1996 and 1995
All such adjustments are of a normal recurring nature. The Consolidated
Financial Statements have been prepared in accordance with the instructions to
Form 10-Q and therefore do not include some information and notes necessary to
conform with annual reporting requirements.
The Company has adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" in the first quarter of 1996. The adoption had no
effect on the financial statements.
2. Inventories
Inventories are valued at the lower of cost (using the last-in, first-out
and first-in, first-out methods) or market. Cost includes material, labor and
overhead (for manufactured products); market is replacement cost or realizable
value after allowance for costs of distribution.
Quarterly inventories valued on the last-in, first-out method are based on
an annual determination of quantities and costs as of the previous year-end.
Therefore, such quarterly inventory valuations are based on estimates.
3. Discontinued Operations
In fiscal 1990, the Company discontinued the operations of White Metal
Rolling and Stamping Corp. ("White Metal"), the Company's ladder manufacturing
subsidiary, and sold certain assets of White Metal, (machinery, equipment and
supplies and customer lists) to a private company. The buyer did not assume
any liabilities of White Metal, nor acquire the White Metal name and will not
produce White Metal ladders. All manufacturing operations of White Metal ceased
as of January 31, 1991 and substantially all of its remaining assets have since
been liquidated.
At March 31, 1996, White Metal's estimated future product liability, which
is no longer covered by insurance, was approximately $4.2 million which is
reflected on the Balance Sheet, net of imputed interest, at $3.6 million
representing (i) the estimated non-discounted cost of existing product liability
claims in excess of insurance coverage, (ii) future estimated non-discounted
claims administration costs and (iii) the actuarially estimated reserve for
potential future unasserted claims, which are anticipated to be incurred over an
extended number of years. On September 30, 1994, White Metal filed a voluntary
petition seeking liquidation under the provisions of chapter 7 of the United
States Bankruptcy Code. While Leslie-Locke was named as a defendant in certain
actions commenced in connection with these claims, Leslie-Locke has not been
held responsible, and the Company and Leslie-Locke disclaim any liability for
the obligations of White Metal.
7
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
On May 6, 1996, the Company and Leslie-Locke were served with a summons and
complaint in an adversary proceeding commenced by the Chapter 7 trustee of White
Metal. The proceeding is based upon the trustee's allegations, previously
disclosed by Leslie Building Products, that Leslie-Locke, as well as Drew
Industries Incorporated, the former parent of Leslie-Locke, and Drew affiliated
companies, obtained tax benefits attributable to the use of White Metal's net
operating losses. The trustee seeks to recover the purported value of the tax
savings achieved. In addition, the trustee alleges that White Metal made certain
payments to Leslie-Locke and Drew which were preferential and are recoverable by
White Metal. The complaint, which appears to allege several duplicate claims,
seeks damages in the aggregate amount of approximately $10.6 million plus
attorneys' fees. Management believes that the trustee's allegations are without
merit and have no basis in fact. Leslie Building Products and Leslie-Locke deny
any liability for any amount claimed and will vigorously defend against the
allegations. Management believes it has substantial and meritorious defenses,
however, an estimate of potential loss, if any, cannot be made at this time.
In connection with the chapter 7 filing by White Metal, numerous proofs of
claim have been filed against White Metal. Included is a claim by Sears, Roebuck
& Co., ("Sears") dated April 7, 1995, in the amount of $164 million, including
actual losses of $1,657,000 and estimated future product liability losses for
the next 20 years, based upon indemnification obligations which Sears alleges
White Metal undertook in connection with White Metal's sale of ladders to Sears.
These proofs of claim have been evaluated and no change was required in the
Company's estimated product liability accrual. The Company and Leslie-Locke have
in the past disclaimed, and continue to disclaim, any liability for the
obligations of White Metal.
4. Long-Term Debt
The Company entered into a $6.7 million credit agreement with Branch
Banking and Trust Company ("BBT") effective July 29, 1994, secured by
substantially all of the Company's assets. The agreement was subsequently
amended on November 29, 1995 to provide for a seasonally adjusted $12 million
maximum revolving line of credit, consisting of cash advances of $10.5 million
and letters of credit of $1.5 million, with interest payable at 0.375% over the
prime rate. The interest rate was amended to 0.625% over the prime rate on
February 20, 1996. The loan agreement expires in July 1997.
In connection with the facilities restructuring plan approved by the Board
of Directors in December 1994, on January 6, 1995 the Company entered into a new
$7.2 million Construction and Equipment Loan Facility with BBT to provide
construction and permanent financing for a 165,000 square foot, 17 acre,
addition to the Company's manufacturing, warehouse and distribution facility in
Burgaw, North Carolina, and for acquisition of manufacturing equipment. The
building mortgage loan of $4.2 million bears interest at the LIBO rate plus
2.825%. Payments under the mortgage loan commenced in September 1995 based on a
fifteen year amortization schedule with a balloon payment after five years. The
$3 million equipment loan is payable over four years commencing July 1, 1996.
Interest on $690,000 of the equipment loan is at 4% per annum and the remainder
bears interest at the LIBO rate plus 2.825%.
Pursuant to its bank agreements the Company is prohibited from declaring or
paying dividends without the prior written consent of the lender. Leslie-Locke
is also required to maintain certain financial covenants typical to secured
borrowing arrangements.
8
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Leslie Building Products, Inc. ("Leslie Building Products"), including its
wholly-owned subsidiary Leslie-Locke, Inc. ("Leslie-Locke") (together, the
"Company"), is a diversified manufacturer and marketer of a wide variety of
specialty building products for the professional and do-it-yourself home
remodeling and residential construction industry. Its products consist of
ornamental iron security products (including doors, window guards, fencing and
railings), residential ventilation products, metal and fiberglass air
distribution products for the HVAC industry, skylights, a professional line of
aluminum rakes, and a full line of door louvers and vision lite products for the
architectural door market. This broad range of products is marketed primarily to
leading home center chains and, to a lesser extent, to building material
distributors, hardware co-ops and mass merchandisers.
On July 29, 1994, Drew Industries Incorporated ("Drew") spun off Leslie
Building Products to Drew's shareholders on a one-for-one basis (the
"Spin-off"). Thereafter Leslie Building Products became a stand-alone company
whose common shares are publicly traded.
RESULTS OF OPERATIONS
Restructuring
In December 1994, the Board of Directors of the Company approved a plan to
restructure its manufacturing facilities in order to achieve more efficient and
less costly manufacturing and distribution of its products. The plan, as
revised in 1995, involved (i) expanding the Company's facility in Burgaw, North
Carolina by 165,000 square feet, (ii) closing the Company's facilities in
Chicago, Illinois and Atlanta, Georgia and (iii) transferring operations of the
closed facilities to the new Burgaw factory and the Company's existing facility
in Compton, California. The restructuring was substantially completed by
December 31, 1995. The Company recorded total pretax restructuring charges of
$2,816,000 in 1995 (of which $145,000 was recorded in the quarter ended March
31, 1995) and $4,433,000 in the fourth quarter of 1994.
Operations
The results of operations for the three months ended March 31, 1996 and
1995 should not be regarded as indicative of the results that may be expected
for the entire year, since operations are seasonal in nature. Operations are
historically stronger in the spring and summer months with 60% of sales
occurring during the six month period March to August.
Net sales increased 13% for the three months ended March 31, 1996 compared
to the same period last year, as a result of increased sales of ventilation
products and ductwork. Excluding postal products, which were discontinued during
1995, net sales increased 21%. This sales increase is primarily volume related
and, to a lesser extent, the result of price increases during the second quarter
of 1995.
Gross profit as a percentage of sales improved 1.8% for the three months
ended March 31, 1996 over the same period last year. The Company's new plant in
Burgaw, North Carolina combined with improvements at the Company's west coast
facility are yielding improved efficiencies and reduced labor and overhead
costs. Material costs as a percentage of sales approximate last year's
percentage as the rising costs of raw materials experienced last year have
stabilized.
9
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Selling, general and administrative expenses increased 7% over the 1995
quarter, which is less than the increase in net sales, as a result of staff
reductions and the effect of higher volume and fixed costs. Included in the
March 1995 amount is $43,000 amortization of goodwill which is not in the 1996
amount since the goodwill was written off in the third quarter of 1995.
Interest Expense, Net
Interest expense, net includes interest on bank debt, as well as imputed
interest on certain long-term obligations of White Metal, Leslie-Locke's
discontinued ladder manufacturing subsidiary. The $227,000 increase in interest
expense for the quarter ended March 31, 1996 results primarily from debt
incurred in connection with the restructuring, including capital expenditures.
Income Taxes
The Company's income tax provision is recorded pursuant to the requirements
of Financial Accounting Standards No. 109 "Accounting for Income Taxes"
("Statement 109"). At December 31, 1995, the Company had a net operating loss
carryforward for Federal income tax purposes of approximately $3.9 million that
expires in the year 2010. Due to the uncertainty of future realization no income
tax benefit has been recorded.
Other
The Company has adopted Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" in the first quarter of 1996. The adoption had no
effect on the financial statements.
Pursuant to a Shared Services Agreement in connection with the Spin-off,
for a period of two years following the Spin-off, Drew and Leslie Building
Products share certain administrative functions and employee services, such as
management overview and planning, tax preparation, financial reporting,
coordination of independent audit, stockholder relations, and regulatory
matters. Drew will be reimbursed by Leslie Building Products for the fair
market value of such services. On May 9, 1996, this Agreement was extended to
December 31, 1997. The Company was charged management fees by Drew of $129,000
and $138,000 for the quarters ended March 31, 1996 and 1995, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company entered into a $6.7 million credit agreement with BBT which
became effective July 29, 1994, secured by substantially all of the Company's
assets. The agreement was subsequently amended on November 29, 1995 to provide
for a seasonally adjusted $12 million revolving line of credit, consisting of
cash advances of $10.5 million and letters of credit of $1.5 million, with
interest payable at 0.375% over the prime rate. The interest rate was amended to
0.625% over the prime rate on February 20, 1996. The loan agreement expires in
July 1997.
10
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
In connection with the facilities restructuring plan approved by the Board
of Directors in December 1994, on January 6, 1995 the Company entered into a new
$7.2 million Construction and Equipment Loan Facility with BBT to provide
construction and permanent financing for a 165,000 square foot, 17 acre,
addition to the Company's manufacturing, warehouse and distribution facility in
Burgaw, North Carolina, and for acquisition of manufacturing equipment. The new
building mortgage loan of $4.2 million bears interest at the LIBO rate plus
2.825%. Payments under the mortgage loan commenced in September 1995 based on a
fifteen year amortization schedule with a balloon payment after five years. The
$3 million equipment loan is payable over four years commencing July 1, 1996.
Interest on $690,000 of the equipment loan is at 4% per annum and the remainder
bears interest at the LIBO rate plus 2.825%.
Pursuant to its bank agreements the Company is prohibited from declaring or
paying dividends without the prior written consent of the lender. Leslie Locke
is also required to maintain certain financial covenants typical to secured
borrowing arrangements.
The Statements of Cash Flows reflect the following (in thousands):
Quarter Ended March 31,
1996 1995
-----------------------------------------------------------------------
Net cash flows used for operating activities $(2,620) $(3,310)
Net cash flows used for investing activities $ (683) $(1,146)
Net cash flows provided by financing activities $ 3,324 $ 4,274
Net cash used for operating activities was $2.6 million in 1996 quarter
compared to $3.3 million in the 1995 quarter. The seasonal increase in accounts
receivable was $4.5 million compared to $3.1 million for the 1995 quarter as a
result of the increased sales. Inventories increased $.6 million compared to
$3.1 million in the prior year's quarter. The inventory buildup in 1995 was a
result of a planned increase in production during the off-season in order to
increase efficiencies. The increases in accounts receivable and inventories were
partially offset by increased payables of $2.1 million and $1.8 million in the
1996 and 1995 quarters, respectively.
Cash flows used for investing activities represent capital expenditures
which aggregated $.7 million for the three months ended March 31, 1996 compared
to $1.1 million for the three months ended March 31, 1995. The capital
expenditures relating to the new plant in Burgaw, North Carolina, were primarily
made in calendar 1995 and were funded by the $4.2 million mortgage and $3
million equipment loan from BBT as well as cash flow from operations.
At March 31, 1996, White Metal's estimated future product liability was
approximately $4.2 million which is reflected in discontinued operations, net on
the Consolidated Balance Sheet, net of imputed interest, at $3.6 million. On
September 30, 1994, White Metal filed a voluntary petition seeking liquidation
under chapter 7 of the United States Bankruptcy Code. While Leslie-Locke was
named as a defendant in certain actions commenced in connection with these
claims, Leslie-Locke has not been held responsible and the Company and
Leslie-Locke disclaim any liability for the obligations of White Metal.
On May 6, 1996, the Company and Leslie-Locke were served with a summons and
complaint in an adversary proceeding commenced by the Chapter 7 trustee of White
Metal. The proceeding is based upon the
11
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
trustee's allegations, previously disclosed by Leslie Building Products, that
Leslie-Locke, as well as Drew Industries Incorporated, the former parent of
Leslie-Locke, and Drew affiliated companies, obtained tax benefits attributable
to the use of White Metal's net operating losses. The trustee seeks to recover
the purported value of the tax savings achieved. In addition, the trustee
alleges that White Metal made certain payments to Leslie-Locke and Drew which
were preferential and are recoverable by White Metal. The complaint, which
appears to allege several duplicate claims, seeks damages in the aggregate
amount of approximately $10.6 million plus attorneys' fees. Management believes
that the trustee's allegations are without merit and have no basis in fact.
Leslie Building Products and Leslie-Locke deny any liability for any amount
claimed and will vigorously defend against the allegations. Management believes
it has substantial and meritorious defenses, however, an estimate of potential
loss, if any, cannot be made at this time.
In connection with the chapter 7 filing by White Metal, numerous proofs of
claim have been filed against White Metal. Included is a claim by Sears, Roebuck
& Co., ("Sears") dated April 7, 1995, in the amount of $164 million, including
actual losses of $1,657,000 and estimated future product liability losses for
the next 20 years, based upon indemnification obligations which Sears alleges
White Metal undertook in connection with White Metal's sale of ladders to Sears.
These proofs of claim have been evaluated and no change was required in the
Company's estimated product liability accrual. The Company and Leslie-Locke
have in the past disclaimed, and continue to disclaim, any liability for the
obligations of White Metal.
INFLATION
The prices of raw materials, consisting primarily of steel, aluminum,
paint, electric motors and packaging materials are influenced by demand and
other factors specific to these commodities rather than being directly affected
by inflationary pressures.
12
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
Part II - Other Information
Item 1 - Legal Proceedings
On May 6, 1996, the Company was served with a Summons and Complaint in an
adversary proceeding entitled In re White Metal Rolling and Stamping Corp.,
Debtor, Alan Nisselson, Chapter 7 Trustee of White Metal Rolling and Stamping
Corp., Plaintiff vs. Drew Industries , Inc., Leslie-Locke, Inc., Leslie Building
Products, Inc. and Kinro, Inc. pending in the United States Bankruptcy Court,
Southern District of New York (Adversary Proceeding No. 96/961 8544A). See Note
3 of Notes to Consolidated Financial Statements for a description of this
proceeding.
13
<PAGE>
LESLIE BUILDING PRODUCTS, INC.
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.
LESLIE BUILDING PRODUCTS, INC.
Registrant
By /s/ Fredric M. Zinn
---------------------------
Fredric M. Zinn
Principal Financial Officer
May 9, 1996
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 36
<SECURITIES> 0
<RECEIVABLES> 12,500
<ALLOWANCES> 349
<INVENTORY> 12,868
<CURRENT-ASSETS> 27,010
<PP&E> 23,094
<DEPRECIATION> 6,489
<TOTAL-ASSETS> 44,164
<CURRENT-LIABILITIES> 17,794
<BONDS> 0
0
0
<COMMON> 48
<OTHER-SE> 7,568
<TOTAL-LIABILITY-AND-EQUITY> 44,164
<SALES> 18,751
<TOTAL-REVENUES> 18,751
<CGS> 15,504
<TOTAL-COSTS> 18,598
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 420
<INCOME-PRETAX> (267)
<INCOME-TAX> 0
<INCOME-CONTINUING> (267)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (267)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
