<PAGE> 1
================================================================================
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 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-13894
TRANSPRO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1807383
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Gando Drive, New Haven, Connecticut 06513
(Address of principal executive offices, including zip code)
(203) 401-6450
(Registrant's telephone number, including area code)
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 [ ]
The number of shares of common stock outstanding as of April 30, 1996 was
6,589,936, $.01 par value.
Exhibit Index is on page 12 of this report.
Page 1 of 13
================================================================================
<PAGE> 2
<TABLE>
<CAPTION>
INDEX
Page No.
--------
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income for the quarters ended March 31, 1996
and 1995 3
Condensed Consolidated Balance Sheets at March 31, 1996 and
December 31, 1995 4
Condensed Consolidated Statements of Cash Flows for the three-month
periods ended March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Listing of Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRANSPRO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996 1995
------------------
<S> <C> <C>
SALES $ 58,338 $ 33,495
COST OF SALES 44,511 27,131
-------- --------
GROSS MARGIN 13,827 6,364
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 9,887 1,910
RESTRUCTURING COSTS 1,021 ----
-------- --------
INCOME FROM OPERATIONS 2,919 4,454
EQUITY IN LOSS OF GDI ---- (33)
INTEREST EXPENSE (778) (214)
INTEREST INCOME 9 129
-------- --------
INCOME BEFORE TAXES 2,150 4,336
PROVISION FOR INCOME TAXES 860 1,756
-------- --------
NET INCOME $ 1,290 $ 2,580
======== ========
EARNINGS PER COMMON SHARE $ .20 $ .39
======== ========
CASH DIVIDENDS PER COMMON SHARE $ .05 ----
======== ========
AVERAGE COMMON SHARES
OUTSTANDING 6,609 6,621
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
The EPS calculations presented for 1995 are for comparative purposes only as
common shares were not issued until October 1995. The amount of shares issued in
the spin-off were assumed to be outstanding for the 1995 period.
The EPS effect of the restructuring costs is $.09 during the first quarter of
1996.
3
<PAGE> 4
TRANSPRO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1996 1995
--------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Accounts receivable (less allowances of $3,180 and $3,059) $ 36,399 $ 35,692
Inventories:
Raw materials 13,536 11,943
Work in process 8,302 8,512
Finished goods 33,860 31,086
--------- ---------
Total inventories 55,698 51,541
--------- ---------
Deferred income tax benefit 6,242 6,338
Other current assets 1,393 1,588
--------- ---------
Total current assets 99,732 95,159
--------- ---------
Property, plant and equipment 81,874 80,554
Less accumulated depreciation 45,195 43,603
--------- ---------
Net property, plant and equipment 36,679 36,951
--------- ---------
Deferred start-up costs 2,244 2,505
Other assets 4,732 5,103
--------- ---------
Total assets $ 143,387 $ 139,718
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of long-term obligations $ 5,200 $ 6,450
Accrued insurance 6,568 6,820
Accrued salaries and wages 4,135 5,688
Accounts payable 11,428 12,573
Accrued taxes 1,630 2,667
Accrued expenses 9,791 7,706
--------- ---------
Total current liabilities 38,752 41,904
--------- ---------
Long-term liabilities:
Long-term debt 40,613 34,396
Retirement and postretirement obligations 7,001 7,155
Deferred income taxes 3,601 3,718
Other liabilities 1,397 1,442
--------- ---------
Total liabilities 91,364 88,615
--------- ---------
Stockholders' equity:
Common stock, $.01 par value: 66 67
Authorized 17,500,000 shares; issued 6,652,077 shares at
March 31, 1996 and 6,686,743 shares at December 31, 1995
Preferred stock, $.01 par value: ---- ----
Authorized 2,500,000 shares; none issued at March 31, 1996
Unearned compensation (402) (806)
Paid-in capital 52,043 52,445
Retained earnings 1,889 928
Translation adjustment (153) (111)
Adjustment for minimum pension liability (1,420) (1,420)
--------- ---------
Total stockholders' equity 52,023 51,103
--------- ---------
Total liabilities and stockholders' equity $ 143,387 $ 139,718
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
TRANSPRO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1996 1995
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,290 $ 2,580
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,657 775
Amortization of deferred start-up costs 261 291
Joint venture loss ---- 33
Change in:
Accounts receivable (707) (1,013)
Inventory (4,157) 805
Accounts payable (1,145) 774
Accrued expenses (755) 339
Other 322 (14)
------- -------
Cash provided by (used in) operating activities (3,234) 4,570
------- -------
Cash flows from investing activities:
Capital expenditures (1,388) (472)
Sales and retirements of fixed assets 3 ----
------- -------
Cash used in investing activities (1,385) (472)
------- -------
Cash flows from financing activities:
Dividends paid (331) ----
Payment of short-term debt (2,500) ----
Proceeds from borrowings 7,450 4
Increase in receivable from The Allen Group Inc. ---- (4,201)
------- -------
Cash provided by (used in) financing activities 4,619 (4,197)
------- -------
Increase (decrease) in cash and cash equivalents 0 (99)
Cash and cash equivalents:
Beginning of period 0 5,749
------- -------
End of period $ 0 $ 5,650
======= =======
Interest paid $ 742 $ 156
Taxes paid (net of refunds) $ 1,664 ----
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
TRANSPRO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY
On September 29, 1995, TransPro, Inc. (the "Company") completed a
series of transactions pursuant to which the Company's sole stockholder, The
Allen Group Inc. ("Allen"), contributed (the "Contribution") to the Company
substantially all of the assets and liabilities of Allen's original equipment
radiator and fabricated metal products business (the "Automotive and Truck
Products Business"), as well as Allen's 50% ownership interest in GO/DAN
Industries ("GDI"), a 50/50 joint venture partnership between affiliates of
Allen and Handy & Harman. Immediately thereafter, Allen caused GDI to redeem the
outstanding ownership interest in GDI not already owned by Allen (the "GDI
Redemption"), thereby making GDI an indirect wholly owned partnership of the
Company. GDI produces replacement radiators and other heat transfer products for
the automotive and truck aftermarkets. The GDI Redemption was accounted for
under the purchase method of accounting.
In addition, Allen effected the distribution (the "Distribution"), on a
pro rata basis, of 100% of the outstanding shares of the Company's common stock
to the holders of record of Allen's common stock as of the close of business on
September 29, 1995 (the "Record Date"). The Distribution was made on the basis
of one share of the Company's common stock for every four shares of Allen's
common stock outstanding on the Record Date, which resulted in the distribution
of an aggregate of 6,621,349 shares of TransPro common stock.
In connection with the foregoing transactions, the Company also entered
into a Revolving Credit and Term Loan Agreement with The First National Bank of
Boston, as agent, and certain lenders named therein (the "Credit Agreement").
(See Note 3 for additional information.)
As a result of the Contribution, the Distribution, and the GDI
Redemption, TransPro now owns the Automotive and Truck Products Business and
100% of GDI, and is an independent publicly-traded company.
Operating results up to the date of the Distribution as presented
herein include all costs directly associated with the Automotive and Truck
Products Business operations, including all facilities and data processing
costs, and an allocation of Allen's compensation, insurance, interest and
pension plans. Results of operations do not include residual costs for certain
general corporate management and public reporting functions since there is no
reasonable basis for such an allocation. As such, these statements may not
necessarily reflect the combined income (loss) that would have resulted if the
Company had operated as an independent stand-alone company. As part of the
Distribution Agreement, TransPro entered into agreements with Allen relating to
interim administrative services, certain employee matters and other
miscellaneous matters. Any agreements entered into following the distribution
are on an arm's length basis.
NOTE 2 - INTERIM FINANCIAL STATEMENTS
The condensed consolidated financial information should be read in
conjunction with the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 filed with the
6
<PAGE> 7
Securities and Exchange Commission on March 27, 1996, including those financial
statements and notes thereto included therein.
The 1995 consolidated statement of income reflects the earnings of
Allen's Automotive and Truck Products Business and its 50% equity interest in
GDI. The redemption of the remaining 50% of GDI not owned by Allen was not
concluded until September 29, 1995 and, therefore, GDI was reported under the
equity method of accounting through that date. The 1995 reported earnings
results do not include the other 50% of GDI's income, the incremental costs for
TransPro to perform the necessary functions of a public company and the
incremental cost of borrowings to accomplish the redemption of the other 50% of
GDI.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included in the
accompanying unaudited financial statements. All such adjustments are of a
normal recurring nature. The year end condensed consolidated balance sheet data
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
NOTE 3 - FINANCING
In September 1995, the Company entered into the Credit Agreement with a
group of five banking institutions. The Credit Agreement provides for unsecured
borrowings or the issuance of letters of credit in an aggregate amount not to
exceed $75 million. The Credit Agreement expires in October, 2000, and is
comprised of a $50 million revolving credit facility (the "Revolver") and a $25
million term loan facility (the "Term Loan"). The Term Loan is payable in 20
equal quarterly installments over five years commencing December 31, 1995. The
Revolver and Term Loan will each bear interest at variable rates based on either
(i) a Eurodollar loan rate, plus an applicable margin based upon the ratio of
the Company's total funded debt to earnings before interest, taxes, depreciation
and amortization, or (ii) the prime lending rate, at the Company's option. At
March 31, 1996, borrowings were $22.5 million under the Term Loan and
approximately $10.7 million under the Revolver. The Company entered into a two
year interest rate swap agreement to fix the interest rate on $25 million of
borrowings through December 29, 1997.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OPERATING RESULTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations covers the first quarter of 1995 when the Company was
owned by Allen and operated as the Automotive and Truck Products Business of
Allen. In addition, during the first quarter of 1995 the Company's 50% ownership
interest in GDI was accounted for under the equity method. Under this method,
the Company's share of net earnings (losses) of GDI was included as a separate
item in the consolidated statements of income of the Company. As a result of the
GDI Redemption, the financial results of GDI were reported on a fully
consolidated basis with those of the Company effective October 1, 1995.
QUARTER ENDED MARCH 31, 1996 VERSUS QUARTER ENDED MARCH 31, 1995
Net sales for the first quarter of 1996 were $58.3 million versus $33.5
million for the first quarter of 1995. GDI, which was not included in 1995
results, contributed $27.2 million of additional sales in 1996. OEM sales were
$2.4 million lower in the first quarter of 1996. Sales of heat transfer products
to heavy duty, Class 8 truck manufacturers were lower as a result of lower sales
of Class 8 trucks. Sales to Ford Motor Company of Crew Cabs and DRWs were also
down year-to-year.
Gross margins increased to 23.7% for the first quarter 1996 from 19.0%
for the same period last year. The increase was primarily the result of the
inclusion of GDI's aftermarket sales which yielded substantially higher gross
margins. Lower OEM sales volume negatively impacted margins due to lower
production levels. Continued escalation of metal commodity costs, primarily
copper and brass from March 1995 to March 1996, negatively impacted margin
levels.
Selling, general and administrative expenses totaled $9.9 million in
the first quarter 1996 versus $1.9 million in the first quarter 1995. The
majority of the increase is due to the inclusion of GDI. GDI, with its
nationwide distribution system and additional marketing expenses which are not
incurred in the OEM market, incurs substantially higher selling expenses. Also
included in 1996 were additional costs associated with the corporate office and
being a publicly-traded company.
The restructuring charge of approximately $1.0 million in the first
quarter results from the actions previously announced to consolidate the OEM and
aftermarket heat transfer organizations, to increase competitiveness and
profitability and close the New Haven, Connecticut OEM heat transfer plant and
move all such manufacturing to Jackson, Mississippi. The charge primarily
reflects severance and other personnel termination costs associated with these
two consolidations. The one-time costs of these two actions plus the relocation
of an additional manufacturing facility which is expected to occur later in
1996, are anticipated to be approximately $5.5 million on a pre-tax basis. The
majority of the $5.5 million charge is expected to be incurred during 1996.
Net interest expense rose to $.8 million in 1996 versus $.1 million in
1995 due to the GDI
8
<PAGE> 9
Redemption, which resulted in approximately $25.0 million in additional debt.
Interest costs in 1995 were comprised of both interest on outstanding industrial
revenue bonds and an allocation of interest costs from Allen, which are not
necessarily indicative of the interest costs incurred if TransPro was financed
independently.
The Company's effective tax rate of 40% for the three months of 1996
and 40.5% for the three months of 1995 is comprised of the U.S. federal income
tax rate plus estimated state and local income taxes.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
Prior to the GDI Redemption the financial position of the Company and
its cash flow and financial needs were intertwined with those of Allen for the
first quarter of 1995. With the exception of certain industrial revenue bonds,
the Company's cash flow and financial requirements were funded to or from Allen
through intercompany transactions on a daily basis.
Immediately prior to the Distribution, the Company entered into a
Credit Agreement with a group of five banking institutions. The Credit Agreement
provides for unsecured borrowings or the issuance of letters of credit in an
aggregate amount not to exceed $75 million. The Credit Agreement is comprised of
a $50 million Revolver and a $25 million Term Loan. The Term Loan is payable in
20 equal quarterly installments over five years commencing December 31, 1995.
The Revolver and Term Loan each bear interest at variable rates based on either
(i) a Eurodollar loan rate, plus an applicable margin based upon the ratio of
the Company's total funded debt to earnings before interest, taxes, depreciation
and amortization, or (ii) the prime lending rate, at the Company's option. The
Company incurred approximately $25 million of borrowings under the Term Loan in
connection with the redemption of H&H's ownership interest in GDI (including
approximately $2 million of borrowings of GDI), and approximately $13 million of
borrowings under the Revolver to refinance existing indebtedness of GDI. The
Company believes that the Credit Agreement, along with cash flow from
operations, will be adequate to meet its anticipated capital expenditure and
working capital requirements for the foreseeable future.
During the first quarter of 1996, TransPro had a cash outflow from
operating activities of $3.2 million. This occurred primarily as a result of an
increase of $4.1 million in inventory since year end. The increase in inventory
is the result of the normal seasonal buildup by GDI.
The significant cash flow change between the first quarter 1996 and
1995 is primarily due to the inclusion of the respective GDI assets and
liabilities in the March 31, 1996 condensed consolidated balance sheet. Prior to
September 30, 1995, GDI was reported under the equity method of accounting and
the Company's share of GDI's assets were reported as an investment on the March
31, 1995 condensed consolidated balance sheet.
The Company has declared a quarterly cash dividend of $.05 per common
share on the issued and outstanding shares payable July 2, 1996 to holders of
record at the close of business on June 4, 1996 and previously paid a quarterly
cash dividend of $.05 per common share on April 4, 1996 to holders of record at
the close of business on March 6, 1996.
9
<PAGE> 10
PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated statement of
income for the quarter ended March 31, 1995 reflects the effects on the
historical results of the Automotive and Truck Products Business of (i) the GDI
Redemption and the incurrence of approximately $25 million of indebtedness in
connection therewith, (ii) the distribution of the shares of Company stock to
Allen stockholders, and (iii) the addition of expenses to be incurred by the
Company when operating as an independent, publicly traded business. The
following 1995 statement of income has been prepared as if the transactions
described above occurred on January 1, 1995. This 1995 pro forma condensed
consolidated statement of income is unaudited and is not necessarily indicative
of the results of operations of the Automotive and Truck Products business had
the transactions reflected therein actually been consummated on the dates
assumed and are not necessarily indicative of the results of operations that
would have been obtained had the Company operated as an independent company or
of the Company's future performance as an independent entity. This information
should be read in conjunction with the historical condensed consolidated
financial statements and the notes thereto included elsewhere in this report.
This presentation is consistent with the pro forma financial information in the
Company's 1995 Annual Report.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
ACTUAL PRO FORMA
1996 1995
------------------------
<S> <C> <C>
Original equipment sales $ 31,101 $ 33,495
Aftermarket sales 27,237 25,542
-------- --------
Net sales 58,338 59,037
Cost of sales 44,511 45,066
-------- --------
Gross margin 13,827 13,971
Selling, general, and
administrative expenses 9,887 9,640
Restructuring costs 1,021 ----
-------- --------
Income from operations 2,919 4,331
Net interest expense 769 720
-------- --------
Income before taxes 2,150 3,611
Provision for income taxes 860 1,462
-------- --------
Net income $ 1,290 $ 2,149
======== ========
Earnings per common share $ .20 $ .32
======== ========
Average common shares
outstanding 6,609 6,621
======== ========
</TABLE>
The EPS effect of the restructuring costs is $.09 during the first quarter of
1996.
10
<PAGE> 11
The pro forma condensed consolidated statement of income for the three
month period ended March 31, 1995 and the following discussion are presented for
informational purposes only and may not necessarily be indicative of future
performance of the company.
Net sales for the first quarter of 1996 were $58.3 million versus $59.0
million for the first quarter of 1995. Aftermarket sales (primarily GDI) were up
due to strong sales of radiators. The OE market was negatively impacted by the
continued softness in the heavy duty truck market and slightly lower volume of
DRW and Crew Cab sales to Ford.
Gross margins of 23.7% were equal to the level achieved in the first
quarter of 1995. Compared to the first quarter of 1995, metal commodity costs,
primarily copper and brass, continued to escalate. The increases in material
costs were offset by cost reduction activities and price increases.
Selling, general and administrative expenses were $.2 million higher
than the same quarter last year, primarily due to the fact that actual costs
associated with a corporate office and operating as a publicly-traded company
were higher than the pro forma estimate used for 1995.
As previously discussed, the Company recognized a pre-tax restructuring
charge of approximately $1.0 million in 1996.
Interest expense of $.8 million was slightly higher than the first
quarter 1995, resulting from slightly higher debt levels in the first quarter of
1996.
The Company's effective tax rate of 40% for the three months of 1996
and 40.5% for the three months of 1995 is comprised of the U.S. federal income
tax rate plus estimated state and local income taxes.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of the Company held on April 25,
1996, two proposals were voted upon by the Company's stockholders. A brief
description of each proposal voted upon at the Annual Meeting and the number of
votes cast for, against and withheld, as well as the number of abstentions to
each proposal are set forth below. There were no broker non-votes with regard to
these proposals.
A vote was taken at the Annual Meeting for the election of seven
Directors of the Company to hold office until the next annual Meeting of
Stockholders of the Company and until their respective successors shall have
been duly elected. The aggregate number of shares of Common Stock voted in
person or by proxy for each nominee were as follows:
<TABLE>
<CAPTION>
NOMINEE FOR WITHHELD
------- --- --------
<S> <C> <C>
Barry R. Banducci 5,698,617 324,188
Henry P. McHale 5,694,012 328,793
William J. Abraham, Jr. 5,700,117 322,688
Philip Wm. Colburn 5,714,250 308,555
Paul R. Lederer 5,709,637 313,168
Sharon M. Oster 5,713,605 309,200
F. Alan Smith 5,707,852 314,953
</TABLE>
A vote was taken at the Annual Meeting on the proposal to ratify the
appointment of Coopers & Lybrand L.L.P. as auditors for the Company for the
fiscal year ending December 31, 1996. The aggregate numbers of shares of Common
Stock in person or by proxy which: (a) voted for, (b) voted against or (c)
abstained from the vote on such proposal were as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
5,951,930 7,005 63,870
</TABLE>
The foregoing proposals are described more fully in the Company's
definitive proxy statement dated March 25, 1996, filed with the Securities and
Exchange Commission pursuant to Section 14 (a) of the Securities Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
(27) Financial Data Schedule
b) There were no reports on Form 8-K filed during the quarter ended March 31,
1996.
12
<PAGE> 13
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.
TRANSPRO, INC.
(Registrant)
Date: May 13, 1996 By: /s/ Henry P. McHale
------------------------------------
Henry P. McHale
President, Chief Executive Officer
and Director
Date: May 13, 1996 By: /s/ John C. Martin, III
------------------------------------
John C. Martin, III
Vice President, Treasurer,
Secretary, and Chief Financial
Officer
(Principal Financial Officer)
Date: May 13, 1996 By: /s/ Andrew J. Mazzarella
------------------------------------
Andrew J. Mazzarella
Vice President and Controller
(Principal Accounting Officer)
13
<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> 0
<SECURITIES> 0
<RECEIVABLES> 39,579
<ALLOWANCES> 3,180
<INVENTORY> 55,698
<CURRENT-ASSETS> 99,732
<PP&E> 81,874
<DEPRECIATION> 45,195
<TOTAL-ASSETS> 143,387
<CURRENT-LIABILITIES> 38,752
<BONDS> 40,613
0
0
<COMMON> 66
<OTHER-SE> 143,321
<TOTAL-LIABILITY-AND-EQUITY> 143,387
<SALES> 58,338
<TOTAL-REVENUES> 58,338
<CGS> 44,511
<TOTAL-COSTS> 44,511
<OTHER-EXPENSES> 10,678
<LOSS-PROVISION> 230
<INTEREST-EXPENSE> 778
<INCOME-PRETAX> 2,150
<INCOME-TAX> 860
<INCOME-CONTINUING> 1,290
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,290
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
