FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the Quarterly Period Ended June 30, 1997
-------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission file number 1-4743
------
Standard Motor Products, Inc.
-----------------------------
(Exact name of registrant as specified in its charter)
New York 11-1362020
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
37-18 Northern Blvd., Long Island City, N.Y. 11101
- -------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(718) 392-0200
--------------
(Registrant's telephone number, including area code)
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:
Date Class Shares Outstanding
---- ----- ------------------
June 30, 1997 Common Stock 13,132,395
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STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL AND OTHER INFORMATION
JUNE 30, 1997
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1 Page No.
- ------ --------
CONSOLIDATED BALANCE SHEETS
June 30, 1997 and December 31, 1996 2 & 3
CONSOLIDATED STATEMENTS OF EARNINGS AND
RETAINED EARNINGS for the Six-Month periods ended
June 30, 1997 and 1996 4
CONSOLIDATED STATEMENTS OF CASH FLOWS for the
Six-Month periods ended June 30, 1997 and 1996 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 - 8
Item 2
- ------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9 & 10
PART II - OTHER INFORMATION
---------------------------
Item 4
- ------
Submission of matters to a vote of Security Holders 11
Item 6
- ------
Exhibits and Reports on Form 8-K 12
Signature 12
- 1 -
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
------
<CAPTION>
June 30, December 31,
1997 1996
- ---------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,088 $ 4,664
Marketable securities (Note 2) 2 2
Accounts and notes receivable, net of
allowance for doubtful accounts and
discounts of $7,512 (1996 - $5,499) 247,163 156,795
Inventories (Note 3) 216,004 229,210
Deferred income taxes 20,668 20,668
Prepaid expenses and other current assets 9,854 7,131
-------- -------
Total current assets 495,779 418,470
Property, plant and equipment, net of
accumulated depreciation (Note 4) 127,690 126,919
Goodwill, net 33,759 34,417
Other assets (Note 9) 42,767 45,000
-------- --------
Total assets $ 699,995 $ 624,806
-------- --------
-------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
- 2 -
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for shares and per share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<CAPTION>
June 30, December 31,
1997 1996
- --------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable - banks $ 112,825 $ 74,568
Current portion of long-term debt (Note 7) 17,266 17,492
Accounts payable 53,377 30,619
Sundry payables and accrued expenses 62,489 59,031
Accrued customer returns 20,769 15,061
Payroll and commissions 9,137 9,973
-------- --------
Total current liabilities 275,863 206,744
Long-term debt (Note 7) 171,552 172,387
Deferred income taxes 4,174 4,188
Postretirement benefits other than pensions
and other accrued liabilities 20,151 18,576
-------- --------
Total liabilities 471,740 401,895
Minority interest (353) (429)
Commitments and contingencies (Note 7)
Stockholders' equity (Notes 6 and 7):
Common stock-par value $2.00 per share
Authorized - 30,000,000 shares
Issued - 13,324,476 shares in 1997 and 1996
(including 192,081 and 194,175 shares held as
treasury shares in 1997 and 1996, respectively) 26,649 26,649
Capital in excess of par value 2,693 2,705
Loan to Employee Stock Ownership Plan (ESOP) (1,665) (3,345)
Minimum pension liability adjustment 764 764
Retained earnings 203,718 200,235
Foreign currency translation adjustment 147 71
-------- --------
232,306 227,079
Less: treasury stock-at cost 3,698 3,739
-------- --------
Total stockholders' equity 228,608 223,340
-------- --------
Total liabilities and stockholders' equity $ 699,995 $ 624,806
-------- --------
-------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
- 3 -
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS
(Dollars in thousands, except for shares and per share data)
(Unaudited) (Unaudited)
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ------------------------
1997 1996 1997 1996
------- -------- ------- -------
<S> <C> <C> <C> <C>
Net sales $ 220,022 $ 205,252 $ 409,047 $ 379,692
Cost of sales 148,805 139,081 278,914 257,621
------- ------- ------- -------
Gross profit 71,217 66,171 130,133 122,071
Selling, general and
administrative expenses 58,177 54,028 113,575 100,580
Operating Income 13,040 12,143 16,558 21,491
Other income (expense) - net 76 686 599 1,316
------ ------- ------- -------
13,116 12,829 17,157 22,807
Interest expense 5,350 4,722 10,378 8,567
------ ------- ------- -------
Earnings before taxes and
minority interest 7,766 8,107 6,779 14,240
Minority interest (32) -- (178) --
Income taxes (Note 5) 1,214 2,005 1,017 3,845
------ ------- ------- -------
Net earnings $ 6,520 $ 6,102 $ 5,584 $ 10,395
Retained earnings
at beginning of period 198,249 193,080 200,235 189,837
------- ------- ------- -------
204,769 199,182 205,819 200,232
Less: cash dividends for period 1,051 1,052 2,101 2,102
------- ------- ------- -------
Retained earnings at end of period $ 203,718 $ 198,130 $ 203,718 $ 198,130
------- ------- ------- -------
------- ------- ------- -------
Per share data:
- ---------------
Net earnings per share $0.50 $0.46 $0.43 $0.79
----- ----- ----- -----
----- ----- ----- -----
Dividends per common share $0.08 $0.08 $0.16 $0.16
----- ----- ----- -----
Average number of common shares 13,131,367 13,134,701 13,130,918 13,131,263
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
- 4 -
[CAPTION]
<TABLE>
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<CAPTION>
For the Six Months Ended
June 30,
________________________
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 5,584 $ 10,395
Adjustments to reconcile net earnings to net
cash used in operating activities:
Depreciation and amortization 9,658 8,786
(Gain) on disposal of property, plant & equipment (22) (326)
Proceeds from sales of trading securities -- 4,050
Purchases of trading securities -- (6,411)
Change in assets and liabilities, net of effects
from acquisitions:
(Increase) in accounts receivable, net (86,107) (103,107)
(Increase) decrease in inventories 17,468 (2,172)
(Increase) decrease in other assets 3,627 (4,722)
Increase in accounts payable 19,132 8,253
(Decrease) in other current assets and liabilities (3,162) (1,862)
Increase in sundry payables and accrued expenses 8,514 10,363
------- -------
Net cash (used in) operating activities (25,308) (76,753)
Cash flows from investing activities:
Purchases of held-to-maturity securities -- (162)
Capital expenditures, net of effects from acquisitions (8,657) (9,878)
Payments for acquisitions, net of cash acquired (6,157) (9,953)
------- --------
Net cash (used in) investing activities (14,814) (19,993)
Cash flows from financing activities:
Net borrowings under line-of-credit agreements 38,257 94,500
Proceeds from issuance of long-term debt 1,997 20,835
Principal payments of long-term debt (2,270) (4,183)
Reduction of loan to ESOP 1,680 1,680
Proceeds from exercise of employee stock options -- 163
Dividends paid (2,101) (2,102)
------- --------
Net cash provided by financing activities 37,563 110,893
Effect of exchange rate changes on cash (17) (27)
------- --------
Net increase (decrease) in cash (2,576) 14,120
Cash and cash equivalents at beginning of the period 4,664 10,856
------- --------
Cash and cash equivalents at end of the period $ 2,088 $ 24,976
------- -------
------- -------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 10,355 $ 6,988
Income taxes 1,837 4,502
</TABLE>
- 5 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The accompanying unaudited financial information should be read in conjunction
with the consolidated financial statements, including the notes thereto, for the
year ended December 31, 1996.
The consolidated financial statements include the accounts of the Company and
all domestic and international companies in which the Company has more than a
50% equity ownership. The Company's investments in unconsolidated affiliates
are accounted for on the equity method. All significant inter-company items
have been eliminated.
Management acknowledges its responsibility for the preparation of the
accompanying interim consolidated financial statements which reflect all
adjustments considered necessary, in the opinion of management, for a fair
statement of the results of interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the results
of operations for the entire year.
Where appropriate, certain amounts in 1996 have been reclassified to conform
with the 1997 presentation.
Note 2
At June 30, 1997, held-to-maturity securities amounted to approximately
$7,200,000. Held-to-maturity securities consist primarily of collateralized
corporate notes and certificates of deposit which are reported at unamortized
cost which approximates fair value. As of June 30, 1997, $7,200,000 mature
within seven years.
The first-in, first-out method is used in computing realized gains or losses.
Note 3
Inventories
-----------
(Dollars in thousands)
June 30, December 31,
1997 1996
------------ ------------
(Unaudited)
Finished goods $ 136,851 $ 152,404
Work in process 3,829 4,283
Raw materials 75,324 72,523
------------ ------------
Total inventories $ 216,004 $ 229,210
------------ ------------
------------ ------------
Note 4
Property, Plant and Equipment
-----------------------------
(Dollars in thousands)
June 30, December 31,
1997 1996
------------ ------------
(Unaudited)
Land, buildings and improvements $ 72,959 $ 72,785
Machinery and equipment 95,044 93,446
Tools, dies and auxiliary equipment 9,406 9,196
Furniture and fixtures 21,651 21,323
Leasehold improvements 7,308 7,105
Construction in progress 17,758 12,013
------------ ------------
224,126 215,868
Less accumulated depreciation 96,436 88,949
------------ ------------
Total property, plant and equipment-net $ 127,690 $ 126,919
------------ ------------
------------ ------------
- 6 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5
The provision for taxes is less than the normal statutory rate primarily because
earnings of a subsidiary operating in Puerto Rico, amounting to approximately
$4,514,000 and $7,273,000 for the six months ended June 30, 1997 and 1996,
respectively are exempt from United States income taxes and are partially exempt
from Puerto Rican income taxes. In addition, the Company utilized the loss
carryforward in Canada thereby lowering the effective tax rate in 1997.
Note 6
The Company granted 1,000 options in January, 1997 and 5,000 options in May,
1997 at the stock's fair market value at the time of issuance.
At June 30, 1997, 1,070,000 shares of authorized but unissued common stock where
reserved for issuance under the Company's stock option plans, of which 430,000
shares were subject to outstanding options. 192,081 shares held in treasury
will be used to meet requirements for the Company's stock option program.
248,000 outstanding options were vested at June 30, 1997. 182,000 of the
unvested outstanding options will become vested starting July 18, 1997 through
April 4, 2000.
Note 7
Long-Term Debt
--------------
(Dollars in thousands)
June 30, December 31,
1997 1996
------------ ------------
(Unaudited)
Long-term debt consists of:
6.81% senior note payable $ 73,000 $ 73,000
7.85% senior note payable 55,714 55,714
9.47% senior note payable 30,000 30,000
Credit Facility ($20 Million Canadian) 14,492 14,624
Intermotor Facilities 7,076 5,464
7.88% - 10.08% purchase obligations 5,468 5,997
Credit Agreement 1,674 3,354
Other 1,394 1,726
------------ ------------
188,818 189,879
Less current portion 17,266 17,492
------------ ------------
Total noncurrent portion of
long-term debt $ 171,552 $ 172,387
------------ ------------
------------ ------------
Under the terms of the $73,000,000 senior note agreement, the Company is
required to repay the loan in seven equal annual installments beginning in 2000.
Under the terms of the $55,714,000 senior note agreement, the Company is
required to repay the loan in six equal annual installments from 1997 through
2002.
Under the terms of the $30,000,000 senior note agreement, the Company is
required to repay the loan in seven (7) varying annual installments beginning in
1998. Subject to certain restrictions, the Company may make prepayments without
premium beginning in 1998.
- 7 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 (Continued)
Under the terms of the $20,000,000 CDN Credit Agreement, the Company is required
to repay the loan with four (4) equal annual installments of $2,000,000 CDN
beginning in 1998 with a final payment of $12,000,000 CDN due in 2002. Subject
to certain restrictions, the Company can make prepayments without premium. The
Credit Agreement has various interest rate options.
The purchase obligations, due under agreements with municipalities, mature in
annual installments through 2003, and are secured by certain property, plant,
and equipment.
The Company acquired a 73.4% equity interest in Intermotor Holdings Limited
assuming various existing credit facilities which mature by 2003.
The Credit Agreement matures in varying annual installments through 1998 and
bears interest at the lower of 91% of prime rate, or 91% of the "LIBOR" plus
1.092%. The Company also entered into an interest rate swap agreement to reduce
the impact of changes in interest rates on its Credit Agreement. The swap
agreement modifies the interest rate on the Credit Agreement, adjusted favorably
or unfavorably for the spread between 77.52% of the 3-month reserve unadjusted
"LIBOR" and 7.69%. The proceeds of such note were loaned to the Company's
Employee Stock Ownership Plan (ESOP) to purchase 1,000,000 shares of the
Company's common stock to be distributed in accordance with the terms of the
ESOP established in 1989. The Company is exposed to credit loss in the event of
nonperformance by the other parties to the interest rate swap agreement.
However, the Company does not anticipate nonperformance by the counterparties.
Certain loans agreements contain restrictive covenants which require the
maintenance, on a quarterly basis, of minimum working capital and tangible net
worth, as defined, and limit, among other items, investments, indebtedness and
distributions for the payment of dividends and the acquisition of capital stock.
At June 30, 1997, the Company has unrestricted retained earnings of $36,041,000.
Note 8
In January 1997, the Company acquired the assets of the Filko Automotive
Division of F & B Manufacturing Company for approximately $6,200,000 plus
certain future consulting and non-compete payments. Located in Des Plaines,
Illinois, Filko Automotive assembles and distributes ignition, emissions and
wire products to traditional and retail aftermarket customers in North America
under the Filko and Cobra brands.
In July 1997, the Company signed a letter of intent to exchange its brake
business for the temperature control business of Moog Automotive, Inc., a
subsidiary of Cooper Industries. This anticipated transaction will involve an
exchange of certain assets, assumption of certain liabilities, and possible
payment of cash to achieve an equivalent exchange value. These two businesses
each had revenues of approximately $150 million in 1996.
Note 9
Other assets primarily consist of deferred new customer acquisition costs,
marketable securities, unamortized customer supply agreements, equity in joint
ventures and pension assets.
- 8 -
STANDARD MOTOR PRODUCTS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of June 30, 1997, the Company had stockholders' equity of $228,608,000 and
working capital of $219,916,000. The Company expects capital expenditures for
the remainder of 1997 to be approximately $10,000,000 primarily for new
machinery and equipment. The Company utilized funds from its lines of credit
to acquire Filko Automotive during the first quarter of 1997. At June 30,
1997, the Company had unused lines of credit aggregating approximately
$20,000,000. The Company is expanding its credit lines with a three-year
secured $185,000,000 revolving credit bank facility. Completion of this new
credit facility is planned for mid-September, 1997. This facility will be
used as a source of funding working capital requirements and capital
expenditures. The Company anticipates that its present sources of funds under
the credit lines and the future sources described above are adequate to meet
its needs.
During the six months ended June 30, 1997, total debt increased by
$37,196,000. This was primarily due to an increase in accounts receivable and
the Filko acquisition completed in the first quarter partially offset by an
increase in payables and a reduction in inventory. During the six-month
period ended June 30, 1997, accounts receivable increased by $90,368,000
primarily due to the seasonal dating programs extended by the Climate Control
and Brake Parts Divisions, increased sales and the Filko acquisition.
INTERIM RESULTS OF OPERATIONS
- -----------------------------
Comparison of the three months ended June 30, 1997 to the three months
- ----------------------------------------------------------------------
ended June 30, 1996.
- -------------------
Net sales for the current quarter increased $14,770,000 or 7.2% from the
comparable period in 1996 primarily due to recent acquisitions and a sales
increase within the Climate Control Division. Recent acquisitions produced
significant sales growth within the Engine Management Division. Excluding the
revenues from acquisitions not present in last year's second quarter, net
sales decreased in the second quarter of 1997 by 1.0%.
The gross margin percentage for the second quarter of 1997 of 32.4% improved
by two tenths of a percentage point (0.2%) compared with 32.2% from the
comparable period one year ago. Total sales deductions as a percentage of net
sales improved by one and one tenth of a percentage point (1.1%) during these
periods. Compared to the first quarter of 1997, the gross margin improved by
one and two tenths of a percentage point (1.2%).
Selling, general and administrative (S.G. & A.) expenses increased by
$4,149,000 over the comparable quarter in 1996. As a percentage of net sales,
S.G. & A. increased by one tenth of a percentage point (26.4% versus 26.3% in
1996). This S.G. & A. increase was primarily attributable to the customer
acquisition costs related to new business gained in late 1996 and the S.G. & A.
expense related to the Filko acquisition. Excluding these two items, S.G. & A.
was unchanged compared with a year ago. Both of these elements of cost will be
reduced, as strict controls on new customer acquisition costs impact future
quarters and Filko becomes fully consolidated.
- 9 -
INTERIM RESULTS OF OPERATIONS (Continued)
- -----------------------------------------
Comparison of the three months ended June 30, 1997 to the three months
- ----------------------------------------------------------------------
ended June 30, 1996.
- --------------------
Other income - net decreased by $610,000 primarily due to a decrease in
investment income, lower earnings from joint ventures, and an increase in the
loss on sale of accounts receivable.
Interest expense for the quarter increased by $628,000 as compared to 1996 due
primarily to higher average borrowings needed to finance recent acquisitions
and to support higher accounts receivable.
Taxes based on earnings decreased by $791,000 as compared to 1996 primarily
due to reduced earnings before taxes coupled with the tax benefits from the
loss carryforward in Canada.
INTERIM RESULTS OF OPERATIONS
- -----------------------------
Comparison of the six months ended June 30, 1997 to the six months ended
- ------------------------------------------------------------------------
June 30, 1996.
- --------------
Net sales increased $29,355,000 or 7.7% from the comparable period in 1996
primarily due to sales resulting from recent acquisitions and a sales increase
within the Climate Control Division. Recent acquisitions produced significant
sales growth within the Engine Management Division. Excluding the revenues
from acquisitions not present in last year's first half, net sales decreased
in 1997 by 1.8%.
The gross margin percentage for the six-month period in 1997 of 31.8% was
slightly below the 32.2% during the comparable period in 1996. This increase
in cost of goods sold as a percentage of net sales primarily reflects the
Company's continued expansion into lower margin products. The decline in the
gross margin percentage was partially offset by an overall decrease (0.9%) in
sales deductions as a percentage of net sales.
Selling, general and administrative (S.G. & A.) expenses increased by
$12,995,000 over the comparable period in 1996. As a percentage of net sales,
S.G. & A. increased by one and three tenths of a percentage point (27.8% versus
26.5% in 1996). This S.G. & A. increase was primarily attributable to the costs
from acquisitions not present in 1996, including goodwill amortization expenses.
Higher variable selling and distribution expenses due to increased sales and
new customer acquisition costs related primarily to a major customer
changeover also contributed to the S.G. & A. increase.
Other income - net decreased by $717,000 primarily due to a decrease in
investment income, lower earnings from joint ventures, and an increase in the
loss on sale of accounts receivable.
Interest expense increased by $1,811,000 as compared to 1996 due primarily to
higher average borrowings needed to finance recent acquisitions and to support
higher accounts receivable.
Taxes based on earnings decreased by $2,828,000 as compared to 1996 primarily
due to reduced earnings before taxes coupled with the tax benefits from the
loss carryforward in Canada.
- 10 -
PART II - OTHER INFORMATION
---------------------------
Item 4. Submission of matters to a vote of Security Holders
- -------------------------------------------------------------
a) May 22, 1997, Annual Meeting
b) Directors Elected -- Bernard Fife
Nathaniel L. Sills
Lawrence I. Sills
Arthur D. Davis
William H. Turner
John L. Kelsey
Robert J. Swartz
Marilyn F. Cragin
Arthur S. Sills
Robert Gerrity
Andrew Massimilla
c) Proposals voted upon:
(i) Election of Directors:
Votes For Votes Withheld
--------- --------------
Bernard Fife 10,037,372 72,670
Nathaniel L. Sills 10,037,753 72,289
Lawrence I. Sills 10,046,123 63,919
Arthur D. Davis 10,046,537 63,505
William H. Turner 10,046,978 63,064
John L. Kelsey 10,046,807 63,235
Robert J. Swartz 10,045,055 64,987
Marilyn F. Cragin 10,046,937 63,105
Arthur S. Sills 10,045,952 64,090
Robert Gerrity 10,046,922 63,120
Andrew Massimilla 10,046,922 63,120
(ii) To ratify an amendment to the Company's 1994 Omnibus Stock
Option Plan thereby increasing the number of shares of the Company's Common
Stock available for issuance thereunder by 600,000 shares:
Votes For Votes Against Votes Withheld
--------- ------------- --------------
9,840,555 216,283 53,204
- 11 -
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibit(s)
----------
Number Description Method of Filing
------ ----------- ----------------
27 Financial Data Schedule Filed with this Document
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed for this quarter.
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
STANDARD MOTOR PRODUCTS, INC.
----------------------------
(Registrant)
August 14, 1997 Michael J. Bailey
- --------------- -----------------
(Date) Vice President Finance,
Chief Financial Officer
- 12 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,088
<SECURITIES> 2
<RECEIVABLES> 254,675
<ALLOWANCES> 7,512
<INVENTORY> 216,004
<CURRENT-ASSETS> 495,779
<PP&E> 224,126
<DEPRECIATION> 96,436
<TOTAL-ASSETS> 699,995
<CURRENT-LIABILITIES> 275,863
<BONDS> 171,552
0
0
<COMMON> 26,649
<OTHER-SE> 201,959
<TOTAL-LIABILITY-AND-EQUITY> 699,995
<SALES> 409,047
<TOTAL-REVENUES> 409,047
<CGS> 278,914
<TOTAL-COSTS> 278,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,610
<INTEREST-EXPENSE> 10,378
<INCOME-PRETAX> 6,779
<INCOME-TAX> 1,017
<INCOME-CONTINUING> 5,584
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,584
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
