SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
{x} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number: 0-27932
PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0790158
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1270 S.E. Monmouth Cut-Off Road
Dallas, Oregon 97338-9532
(503) 623-9273 (telephone)
(503) 623-3403 (telecopy)
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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 last 90 days.
Yes {x} No { }
Number of shares of Common Stock outstanding as of May 7, 1997: 12,422,518
<PAGE>
PRAEGITZER INDUSTRIES, INC.
Table of Contents
Page No.
--------
Part I Financial Information
Condensed Balance Sheet-
March 31, 1997 and June 30, 1996 ..................................3
Condensed Statement of Operations-
Three months and nine months ended
March 31, 1997 and 1996 ...........................................4
Condensed Statement of Cash Flows-
Nine months ended March 31, 1997 and 1996 .........................5
Notes to Condensed Financial Statements ...........................6
Management's Discussion and Analysis of Financial Condition
and Results of Operations .........................................9
Part II Other Information
Item 1 Legal Proceedings ...............................13
Item 2 Changes in Securities............................13
Item 6 Exhibits and Reports on Form 8-K ................13
Signatures ..........................................................15
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<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
PRAEGITZER INDUSTRIES, INC.
CONDENSED BALANCE SHEET
(Unaudited)
(In Thousands)
ASSETS
CURRENT ASSETS March 31, June 30,
1997 1996
<S> <C> <C>
Cash $ 667 $ 39
Accounts receivable, net 24,928 13,074
Inventories 8,823 6,211
Prepaid expenses 1,904 600
------------ -----------
Total current assets 36,322 19,924
Property, plant and equipment 60,704 46,917
Less: Accumulated depreciation and amortization (24,288) (22,121)
------------ -----------
36,416 24,796
Other assets 13,222 8,116
------------ -----------
$ 85,960 $ 52,836
============ ===========
LIABILITIES
CURRENT LIABILITIES
Bank Overdraft $ 2,676 $ 531
Accounts payable 11,167 5,158
Accrued payroll and related expenses 3,260 1,623
Other current liabilities 495 998
Current portion of long-term obligations 2,397 871
------------ -----------
Total current liabilities 19,995 9,181
Long-term obligations 27,533 7,695
Deferred tax liability 2,561 896
Other liabilities 80 423
Common stock 41,119 29,932
Retained earnings (accumulated deficit) (5,328) 4,709
------------ -----------
Total shareholders' equity 35,791 34,641
------------ -----------
$ 85,960 $ 52,836
============ ===========
The accompanying notes are an integral part of these condensed
financial statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRAEGITZER INDUSTRIES, INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Data)
Three Months Ended Nine Months Ended
March 31, March 31,
-------------------------------- -----------------------------
1997 1996 1997 1996
-------------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Revenue $ 38,303 $ 25,778 $ 102,542 $ 66,348
Cost of sales 33,095 19,801 85,285 51,451
-------------- -------------- ----------- -------------
Gross profit 5,208 5,977 17,257 14,897
Selling, general and administrative expenses 4,777 1,997 12,118 5,451
Impairment and in-process technology expense 11,650
Amortization of goodwill 481 263 1,216 350
-------------- ------------- ----------- -------------
Income (loss) from operations (50) 3,717 (7,727) 9,096
Interest expense 606 523 1,596 1,467
Other income (expense) (145) 20 331 133
-------------- --------------- ----------- -------------
Income (loss) from continuing
operations (801) 3,214 (8,992) 7,762
Discontinued Operations:
Loss from lawsuit - (612) - (612)
-------------- --------------- ----------- -------------
Income (loss) before income taxes (801) 2,602 (8,992) 7,150
Income taxes (1996 Pro forma) (255) 950 1,045 2,755
------------- -------------- ----------- -------------
Net income (loss) (1996 Pro forma) (546) 1,652 (10,037) 4,395
============= ============== =========== =============
Weighted average shares outstanding 12,408,389 9,333,612 11,850,425 8,983,612
============= ============== =========== =============
Net income (loss) per share
(1996 Pro forma) $ (0.04) $ 0.18 $ (0.85) $ 0.49
============= ============== =========== =============
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PRAEGITZER INDUSTRIES, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(In Thousands)
Nine Months
Ended March 31,
-----------------------------
1997 1996
----------- ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net cash provided by operating activities $ 439 $ 2,612
Cash Flows from Investing Activities:
Capital expenditures (17,335) (4,904)
Proceeds from sale of property, plant and equipment 9,031 -
Business acquisitions (6,356) (2,000)
Other 100 259
----------- ------------
Net cash used in investing activities (14,560) (6,645)
----------- ------------
Cash Flows from Financing Activities:
Increase in short-term borrowings 13,602 1,850
Borrowings of long-term debt 11,814 6,864
Payments on long-term debt and capital leases (12,583) (4,475)
Increase in bank overdraft 1,685 -
Other 231 (170)
----------- ------------
Cash provided by financing activities 14,749 4,069
----------- ------------
Increase in Cash 628 36
Cash at Beginning of Period 39 23
----------- ------------
Cash at End of Period $ 667 $ 59
=========== ============
Supplemental disclosure of cash flow information: Cash paid during the
respective periods for:
Interest $ 1,253 $ 1,467
Income Taxes $ 2,189 $ -
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
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<PAGE>
PRAEGITZER INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
financial statements of Praegitzer Industries, Inc. (the "Company") contain all
adjustments necessary to present fairly the financial position of the Company as
of March 31, 1997, and the results of operations for the three months ended
March 31, 1997 and 1996 and the results of operations and cash flows for the
nine months ended March 31, 1997 and 1996. The results of operations for the
three and nine months ended March 31, 1997 are not necessarily indicative of the
results expected for the entire fiscal year ending June 30, 1997.
These financial statements have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such regulations, although the Company believes
the disclosures provided are adequate to prevent the information presented from
being misleading.
This report on Form 10-Q for the quarter ended March 31, 1997, should be
read in conjunction with the Company's Annual Report to Shareholders and Form
10-K for the fiscal year ended June 30, 1996. Portions of the accompanying
financial statements are derived from the audited year-end financial statements
of the Company dated June 30, 1996.
Note 2: Inventories
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market and consist of the following: (In thousands)
<TABLE>
<CAPTION>
March 31, June 30,
1997 1996
------------- ------------
<S> <C> <C>
Raw Materials and supplies $ 2,791 $ 1,824
Work-in-progress $ 6,032 4,387
------------- ------------
Total inventory $ 8,823 $ 6,211
============= ============
</TABLE>
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<PAGE>
Note 3: Income Taxes
Prior to April 4, 1996, the Company was treated for federal income tax
purposes as an S corporation under Subchapter S of the Internal Revenue Code of
1986, as amended, and was treated as an S corporation for state income tax
purposes under comparable state tax laws. As a result, the Company's earnings
through the day preceding the termination of the Company's S corporation status
(the "Termination Date") were, for federal and state income tax purposes, taxed
directly to the Company's shareholders, at their individual federal and state
income tax rates, rather than to the Company. After the Termination Date, the
Company is no longer treated as an S corporation and, accordingly, is subject to
federal and state income taxes on its earnings.
The provision for income taxes included in the Statement of Operations for
the three and nine months ended March 31, 1996 is shown pro forma to reflect the
expected federal and state income tax expense as if the Company had been subject
to income tax as a C corporation for the period presented, at the prevailing tax
rate.
Note 4: Notes Payable
In August 1996 the Company increased its line of credit with Key Bank from
$10.0 million to $15.0 million. At March 31, 1997 borrowings of $14.6 million
were outstanding and $400,000 was available for borrowings based on eligible
accounts receivable and inventory. Amounts outstanding under the line of credit
bear interest at an annual rate equal to the prime rate (8.5% at March 31,
1997). The line of credit agreement expires in September 1998.
In connection with the acquisition of Trend Circuits, Inc., the Company
borrowed $5.0 million in August 1996 from Heller Financial secured by real
property and miscellaneous equipment at the Company's White City, Oregon
facility. The loan calls for monthly payments of $55,555 for a period of 90
months plus accrued interest equal to the One Month LIBOR Rate plus 2.55% (8.3%
at March 31, 1997).
An additional amount of $4.6 million was borrowed from Finova Capital,
secured by miscellaneous equipment. The principal amount is amortized over a 36
month repayment period plus accrued interest equal to 9.93%.
To reduce the risk of fluctuations in interest rates, the Company entered
into an interest rate swap agreement with Key Bank in December 1996. The swap
has a notional amount of $5 million and effectively changes the Company's
interest rate exposure on the Key Bank lease line from a variable rate to a
6.10% fixed rate. This agreement matures in 2003.
After the end of the quarter the Company temporarily increased its
operating line with Key Bank to $17.5 million, which effectively increased the
excess borrowing base to $2.9
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<PAGE>
million on April 1, 1997. As of May 12, 1997, the Company was in compliance with
all of its covenants to its lenders.
Note 5: Acquisition
On August 28, 1996, the Company acquired Trend Circuits, Inc. ("Trend"), a
circuit board manufacturing company. The acquisition was accomplished by a
merger of Trend with and into Praegitzer. The purchase price included $5.0
million of cash and 1.0 million shares of Praegitzer's common stock valued at
$10.65 per share. The acquisition was accounted for under the purchase method of
accounting and, accordingly, the operating results of Trend from the date of
purchase are included in the Company's financial statements. The estimated fair
market value of assets and liabilities acquired was approximately $9.6 million
and $9.7 million, respectively. The Company incurred a one-time, non-recurring
charge of $8.0 million related to a portion of the purchase price allocated to
in-process technology which was expensed at the closing of the transaction. The
remaining excess of the aggregate purchase price over the fair market value of
net assets acquired of $9.0 million was recognized as goodwill and is being
amortized over eight years.
The following pro forma results of operations assume the acquisition
occurred on July 1, 1995:
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
March 31, 1997 June 30, 1996
----------------- ------------------
<S> <C> <C>
Revenue $ 106,930 $ 109,481
Net income (loss) (1,870) 7,123
Net income (loss) per share (0.16) 0.70
</TABLE>
The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Trend acquisition been
consummated as of July 1, 1995, nor is it necessarily indicative of future
operating results.
Note 6: Impairment of Goodwill
In the quarter ended September 30, 1996, the Company recorded an impairment
of $3.65 million of certain goodwill associated with the Circuit Technology,
Inc. ("CTI") acquisition.
-8-
<PAGE>
The Company periodically reviews the recoverability of goodwill.
Praegitzer's management made the assessment that $3.65 million of the goodwill
associated with the purchase of CTI should be written off. This assessment was
due to the inability of the CTI operation (now Redmond Division), which was
purchased to serve as the quick-turn operation of the Company, to move its
product mix from 75% production and 25% quick-turn. Further, it was expected
that turning Redmond's operation into a quick-turnaround operation would be very
costly in both time and cash-flow. Recognizing the problem, Company management
acquired Trend Circuits, Inc. (now Fremont Division), an operation that is 80%
to 90% quick turnaround. The Company plans on utilizing Trend for the bulk of
its quick-turnaround requirements. This resulted in impairment of the goodwill
related to the CTI acquisition.
In determining the amount of the impairment charge, the Company developed
its best estimate of operating cash flows over the remaining business life
cycle. Future cash flows, excluding interest charges, were discounted using an
estimated 8% incremental borrowing rate.
Note 7: Future Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, Earnings per Share. SFAS 128
requires all companies whose capital structures include convertible securities
and options to make a dual presentation of basic and diluted earnings per share
(EPS) on the face of the income statement and requires additional disclosures
regarding the computation of EPS. The new standard becomes effective for the
interim statements issued after December 15, 1997. The effect on earnings per
share for all periods reported is immaterial.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview
The Company designs and manufactures complex, rigid multilayer printed
circuit boards. The Company's design division provides schematic capture and
design services. The Fremont and Redmond facilities specialize in
quick-turnaround prototypes and low volume production, the White City facility
specializes in medium volume production and the Dallas facility specializes in
medium to high volume production.
This discussion and analysis is designed to be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in the Company's Form 10-K for the fiscal year ended June
30, 1996.
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<PAGE>
Results of Operations
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996
Revenue for the three months ended March 31, 1997 increased 48% to $38.3
million from $25.8 million for the three months ended March 31, 1996. The
increase resulted from several factors including the acquisition of Trend
Circuits, Inc. ("Trend"), which added $7.6 million to revenue for the three
months ended March 31, 1997. The balance of the increase was due to higher
production volumes and shipments resulting from the expanded capacity at the
Company's Dallas and White City facilities, the addition of three strategically
located design centers during the quarter, and the efforts of the Company's
expanded sales force.
Gross profit for the three months ended March 31, 1997 was $5.2 million or
14% of revenue, compared to $6.0 million or 23% of revenue for the three months
ended March 31, 1996. The decrease in gross profit was primarily due to an
increase in fixed costs associated with the plant expansions at the Company's
Dallas and White City facilities to increase capacity. In addition, the Dallas
and White City facilities experienced a temporary increase in the level of scrap
resulting from bringing additional capacities on-line during the current
quarter.
Selling, general and administrative expense for the three months ended
March 31, 1997 was $4.8 million or 13% of revenue, compared to $2.0 million or
8% of revenue for the three months ended March 31, 1996. The increase is due
primarily to increases in administrative personnel and fixed costs required to
support the Company's continuing growth, and secondarily to several factors
including increased sales costs resulting from the expansion of the Company's
sales force in the current year, costs of completing the integration of the
Trend acquisition, and the strategic restructuring of the sales organization.
Goodwill amortization was $481,000 for the three months ended March 31,
1997, compared to $263,000 for the three months ended March 31, 1996. The
increase in goodwill amortization resulted primarily from the Trend acquisition
in August 1996.
Nine Months Ended March 31, 1997 Compared to Nine Months Ended March 31, 1996
Revenue for the nine months ended March 31, 1997 increased 55% to $102.5
million from $66.3 million for the nine months ended March 31, 1996. The
increase resulted from several factors including the acquisition of Trend, which
added $18.5 million to revenue after August 24, 1996, and the acquisition of
CTI, acquired on November 15, 1995, which added $8.7 million of revenue in the
period from July 1, 1996 to November 15, 1996. Revenue contribution from the
design division increased $3.5 million for the nine months ended March 31, 1997
due primarily to the acquisition of five strategically located design centers
during the current year. The balance of the increased revenue was due to
improved sales resulting from the efforts of the Company's expanded sales force.
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<PAGE>
Gross profit for the nine months ended March 31, 1997 was $17.3 million or
17% of revenue, compared to $14.9 million or 22% of revenue for the nine months
ended March 31, 1996. The decrease in gross margin as a percent of revenue was
primarily due to capacity constraints in the first quarter of fiscal year 1997
which resulted from the increased demand for higher layer count circuit boards
and higher technology circuit boards which negatively impacted yields. As a
consequence, the Company was required to outsource some of its component
production and refuse some premium higher layer and quick-turn business. During
the second quarter of fiscal year 1997, the Company realigned some of its
facilities through the purchase of additional equipment and process changes and
was able to recapture almost all of the orders from customers that had
previously been outsourced or refused. In the third quarter of fiscal year 1997,
the Company completed expansions of the Dallas and White City facilities to
increase capacities. Associated with these expansions, the Company experienced
an increase in fixed costs and a temporary increase in the level of scrap, which
reduced margins at the Dallas and White City facilities.
Selling, general and administrative expense for the nine months ended March
31, 1997 was $12.1 million or 12% of revenue, compared to $5.5 million or 8% of
revenue for the nine months ended March 31, 1996. The increase was primarily the
result of an expansion of the sales force during the first quarter which was
required to support higher levels of sales, as well as the costs of strategic
restructuring of the sales organization to more effectively support the
Company's growing customer base. The Company has also experienced a significant
increase in general and administrative personnel and fixed costs needed to
provide for the Company's continuing growth. The balance of the increase was a
result of integration costs related to the acquisitions of CTI and Trend.
Goodwill amortization was $1.2 million for the nine months ended March 31,
1997, compared to $350,000 for the nine months ended March 31, 1996. The
increase resulted from the inclusion of goodwill amortization from the Trend
acquisition in August 1996, and from the CTI acquisition for the full period
ended March 31, 1997. The goodwill amortization for the nine months ended March
31, 1996 included goodwill from the CTI acquisition for only half the period,
starting on November 15, 1995.
During the first quarter of fiscal year 1997, the Company took a one-time
write-off of $11.65 million of certain goodwill associated with the CTI
acquisition and purchased research and development costs related to the
acquisition of Trend. (See Notes 5 and 6 to Condensed Financial Statements)
Liquidity and Capital Resources
As of March 31, 1997, the Company had cash of $667,000, compared to $39,000
as of June 30, 1996, and working capital of $16.3 million at March 31, 1997,
compared to $10.7 million at June 30, 1996. Principal sources of liquidity in
the first nine months of fiscal 1997
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<PAGE>
were net financing of $25.4 million under the Company's various credit
facilities. Principal uses of liquidity during the nine months ended March 31,
1997 were property, plant and equipment expenditures of $17.3 million related to
expansions and capacity improvements of the Company's manufacturing operations,
offset by proceeds of $9.0 million from the sale of property, plant and
equipment, and $5.0 million for the acquisition of Trend in August 1996.
The Company increased its operating line of credit with Key Bank from $10.0
million to $15.0 million in the first quarter of fiscal 1997. At March 31, 1997
borrowings of $14.6 million were outstanding and $400,000 was available for
borrowings based on eligible accounts receivable and inventory. The Company's
line of credit with Key Bank provides that it may not, without Key Bank's
consent, borrow more than $20 million unless such borrowings are subordinated to
the Key Bank debt. Under the line of credit, the Company must also maintain a
tangible net worth of at least $30 million plus 50% of its positive net income,
and certain financial ratios, including a ratio of 1.1 to 1 of assets to
liabilities, and a ratio of at least 2.0 to 1 of earnings before interest and
taxes (before extraordinary gains and losses) to interest expense. The Company
is currently in compliance with all covenants to Key Bank.
During the nine months ended March 31, 1997, the Company also borrowed $5.0
million from Heller Financial, secured by real property and miscellaneous
equipment at the Company's White City, Oregon facility and $4.6 million from
Finova Capital, secured by miscellaneous equipment.
Although the Company has no commitments in material amounts, it expects
total capital expenditures for the fiscal year to range from 8% to 12% of
revenue for facilities expansion and equipment.
On April 1, 1997 the Company temporarily increased its operating line with
Key Bank to $17.5 million. The Company is currently negotiating additional
financing with a lender which it expects to complete before the expiration of
the Key Bank operating line increase. The Company believes that currently
available cash, funds generated from operations, its credit facility with Key
Bank, the prospective financing discussed above and equipment financings will be
sufficient to fund its operations for the next twelve months. The Company may
require additional financing for growth opportunities, expansion and capacity
enhancements to its various sites, or strategic acquisitions.
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<PAGE>
PART II - OTHER INFORMATION
Item 1: Legal Proceedings
On April 6, 1993, Karl J. Tadsen, a former employee, filed a complaint in
the Circuit Court of the State of Oregon for the County of Jackson against the
Company for employment discrimination and wrongful discharge that resulted in a
verdict against the Company in the amount of approximately $423,450. The Company
appealed the verdict to the Oregon Court of Appeals and its appeal was denied.
The Company appealed the verdict to the Oregon Supreme Court, which accepted the
case for review. In December 1996, the Company received notification from the
Oregon Supreme Court that the judgment of the circuit court and the decision of
the Court of Appeals were upheld. The entire verdict amount was expensed in
fiscal year 1994. In the third quarter of fiscal year 1997 the judgment was paid
in full.
On August 10, 1994, Virtual Vision, Inc., a former customer, filed an
adversary proceeding in the U.S. Bankruptcy Court for the Western District of
Washington against the Company and another creditor, D. Blech and Company
Incorporated ("Blech"), each of which held a security interest in Virtual
Vision, Inc.'s accounts receivable, inventory, and equipment, to determine the
extent, validity, and priority of each party's security interest. On October 19,
1994, the court entered a default judgment in favor of the Company. Blech
appealed the decision to the U.S. District Court for the Western District of
Washington, which reversed the bankruptcy court's denial of a motion to vacate
the default judgment. The Company has appealed this decision. If the district
court's decision is upheld, a trial will be held on the merits, and Blech could
have a claim against the Company for up to approximately $500,000, the amount
received by the Company as a result of its security interest.
A claim against the Company by Pacific Communication Sciences, Inc.,
described in the Company's report on Form 10-K for the year ended June 30, 1996,
is also pending.
On March 21, 1997, the Company filed a complaint, entitled Praegitzer
Industries, Inc. v. Mesa West, Inc., in the U.S. District Court for the District
of Oregon (Case No. CV97 407 AS) seeking approximately $4.4 million for
consequential and incidental damages suffered as the result of defects in an
electroplating machine purchased from the defendant. The defendant has denied
the allegations and asserted affirmative defenses. Discovery is in the early
stages, and there is no assurance the Company will achieve any recovery.
Item 2: Changes in Securities
As of Decemebr 31, 1996, the Company issued 10,000 shares of Common Stock
in a private placement exempt from registration under Rule 505 of the Securities
Act to the shareholders of TravTech, Inc. as consideration for the merger of
TravTech, Inc. with and into the Company. As of February 25, 1997, the Company
issued 90,000 shares of Common Stock in a private placement exempt from
registration under Rule 505 of the Securities Act to the shareholders of
Off-Site Solutions, Inc. as consideration for the merger of Off-Site Solutions,
Inc. with and into the Company. On March 28, 1997, the Company issued 230,000
shares in a private placement exempt from registration under Rule 505 of the
Securities Act to the shareholders of PCB West, Inc. as partial consideration
for the merger of PCB West, Inc. with and into the Company.
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<PAGE>
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
27 - Financial Data Schedule
(b) Reports on Form 8-K
During the three month period ending March 31, 1997, there were no
reports on Form 8-K filed.
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<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.
PRAEGITZER INDUSTRIES, INC.
Date: May 15, 1997 MATTHEW J. BERGERON
-----------------------------------------
(Matthew J. Bergeron)
(Duly Authorized Officer)
WILLIAM J. THALE
-----------------------------------------
(William J. Thale)
(Principal Financial Officer)
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 667
<SECURITIES> 0
<RECEIVABLES> 24,928
<ALLOWANCES> 0
<INVENTORY> 8,823
<CURRENT-ASSETS> 36,322
<PP&E> 60,704
<DEPRECIATION> 24,288
<TOTAL-ASSETS> 85,960
<CURRENT-LIABILITIES> 19,995
<BONDS> 27,533
0
0
<COMMON> 41,119
<OTHER-SE> (5,328)
<TOTAL-LIABILITY-AND-EQUITY> 85,960
<SALES> 102,542
<TOTAL-REVENUES> 102,542
<CGS> 85,285
<TOTAL-COSTS> 85,285
<OTHER-EXPENSES> 24,984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,596
<INCOME-PRETAX> (8,992)
<INCOME-TAX> 1,045
<INCOME-CONTINUING> (10,037)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,037)
<EPS-PRIMARY> (.85)
<EPS-DILUTED> 0
</TABLE>
