<PAGE>
United States
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 Period Ended June 30, 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: 1-12235
-----------
TRIUMPH GROUP, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0347963
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1255 Drummers Lane, Suite 200
Wayne, PA 19087-1565
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(610) 975-0420
- -----------------------------------------------------------------------------
(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 periods 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 practical date.
Common Stock, $0.001 Par Value 9,749,588 shares as of June 30, 1997
<PAGE>
TRIUMPH GROUP, INC.
INDEX
Part I. Financial Information Page Number
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets 1
March 31, 1997 and June 30, 1997
Condensed Consolidated Statements of Income 3
Three months ended June 30, 1996 and 1997
Condensed Consolidated Statements of Cash Flows 4
Three months ended June 30, 1996 and 1997
Notes to Condensed Consolidated Financial Statements 6
June 30, 1997
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operations.
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
<PAGE>
Triumph Group, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
<TABLE>
<CAPTION>
JUNE 30,
MARCH 31, 1997
1997 (UNAUDITED)
---------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash................................................................................... $ 993 $ 945
Accounts receivable, net............................................................... 39,220 42,969
Inventories............................................................................ 54,310 62,282
Prepaid expenses and other............................................................. 1,036 791
Deferred income taxes.................................................................. 1,795 2,007
----------- ----------
Total current assets..................................................................... 97,354 108,994
Property and equipment, net.............................................................. 48,349 51,310
Excess of cost over net assets acquired, net............................................. 13,516 15,097
Intangible assets, net................................................................... 9,897 11,342
Other assets............................................................................. 2,199 2,293
----------- ----------
Total assets............................................................................. $ 171,315 $ 189,036
----------- ----------
----------- ----------
</TABLE>
<PAGE>
Triumph Group, Inc.
Condensed Consolidated Balance Sheets (continued)
(dollars in thousands)
<TABLE>
<CAPTION>
JUNE 30,
MARCH 31, 1997
1997 (Unaudited)
----------- -----------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................................... $ 20,461 $ 20,253
Accrued expenses..................................................................... 16,255 15,072
Income taxes payable................................................................. 3,951 4,086
Current portion of long-term debt.................................................... 399 399
----------- -----------
Total current liabilities.............................................................. 41,066 39,810
Long-term debt, less current portion................................................... 23,993 35,512
Deferred income taxes and other........................................................ 14,843 17,809
Stockholders' equity:
Common Stock, $.001 par value, 15,000,000 shares authorized, 5,801,898 and 6,021,626
shares issued and outstanding at March 31, 1997 and June 30, 1997, respectively.... 6 6
Class D common stock convertible, $.001 par value, 6,000,000 shares authorized,
3,947,690 and 3,727,962 shares issued and outstanding at
March 31, 1997 and June 30, 1997, respectively..................................... 4 4
Capital in excess of par value....................................................... 68,479 68,479
Retained earnings.................................................................... 22,924 27,416
----------- -----------
Total stockholders' equity............................................................. 91,413 95,905
Total liabilities and stockholders' equity............................................. $ 171,315 $ 189,036
----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
2
<PAGE>
Triumph Group, Inc.
Condensed Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------
<S> <C> <C>
JUNE 30, JUNE 30,
1996 1997
----------- -----------
Net sales................................................................................... $ 55,184 $ 71,856
Operating costs and expenses:
Cost of products sold..................................................................... 39,146 50,757
Selling, general, and administrative...................................................... 9,433 11,027
Depreciation and amortization............................................................. 1,258 1,872
----------- -----------
49,837 63,656
Operating income............................................................................ 5,347 8,200
Interest expense, net....................................................................... 2,286 836
----------- -----------
Income before income taxes.................................................................. 3,061 7,364
Income tax expense.......................................................................... 1,252 2,872
----------- -----------
Net income.................................................................................. $ 1,809 $ 4,492
----------- -----------
Net income per share........................................................................ $ 0.27 $ 0.43
----------- -----------
----------- -----------
Shares used in computing income per share................................................... 7,353 10,496
(in thousands) ----------- -----------
----------- -----------
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE>
Triumph Group, Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------
<S> <C> <C>
JUNE 30, JUNE 30,
1996 1997
----------- -----------
OPERATING ACTIVITIES
Net income.................................................................................. $ 1,809 $ 4,492
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization............................................................. 1,258 1,872
Other amortization included in interest expense........................................... 87 34
Provision for doubtful receivables........................................................ 487 45
Provision for deferred income taxes....................................................... (178) 637
Interest on subordinated promissory note and junior subordinated promissory notes paid by
issuance of additional notes............................................................ 626 156
Compensation in stock options issued to employee.......................................... 80 --
Changes in operating assets and liabilities, net of acquisitions of businesses:
Accounts receivable..................................................................... (2,893) (3,261)
Inventories............................................................................. (3,197) (7,231)
Prepaid expenses and other current assets............................................... 8 247
Accounts payable, accrued expenses, and accrued income taxes payable.................... (4,265) (2,677)
Other................................................................................... (592) 242
----------- -----------
Net cash used in operating activities....................................................... (6,770) (5,444)
INVESTING ACTIVITIES
Capital expenditures, net................................................................... (876) (3,866)
Proceeds from sale of property and equipment of discontinued operation...................... 25,550 --
Cost of businesses acquired, net of cash acquired........................................... -- (2,101)
----------- -----------
Net cash provided by (used in) investing activities......................................... 24,674 (5,967)
</TABLE>
4
<PAGE>
Triumph Group, Inc.
Condensed Consolidated Statements of Cash Flows (continued)
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------
<S> <C> <C>
JUNE 30, JUNE 30,
1996 1997
---------- -----------
FINANCING ACTIVITIES
Net (decrease) increase in revolving credit facility, excluding refinancing................ $ (13,050) 6,366
Purchase of treasury stock................................................................. (85) --
Proceeds from issuance of long-term debt................................................... 40 5,000
Payments of long-term debt................................................................. (4,918) (3)
---------- -----------
Net cash (used in) provided by financing activities........................................ (18,013) 11,363
---------- -----------
Decrease in cash........................................................................... (109) (48)
Cash at beginning of period................................................................ 539 993
---------- -----------
Cash at end of period...................................................................... $ 430 $ 945
---------- -----------
---------- -----------
NONCASH INVESTING AND FINANCING ACTIVITIES
Assumption of liabilities related to acquisition........................................... $ -- $ 1,305
Covenant not to compete contract liability related to acquisition.......................... -- 1,800
Redeemable preferred stock issued in lieu of cash dividend payments and accretion to face
value.................................................................................... 202 --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes................................................................. $ 1,054 $ 2,146
Cash paid for interest..................................................................... 1,781 588
</TABLE>
SEE ACCOMPANYING NOTES.
5
<PAGE>
Triumph Group, Inc.
Notes to Condensed Consolidated Financial Statements
(dollars in thousands, except per share data)
(Unaudited)
1. BASIS OF PRESENTATION
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 (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for
the three months ended June 30, 1997 are not necessarily indicative of the
results that may be expected for the year ended March 31, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the year
ended March 31, 1997.
The Company's income per share and share data in the financial statements
have been retroactively restated to reflect the effect of the 65-for-1 stock
split declared in connection with the initial public offering by the Company
of its common stock in October 1996.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Company's aviation segment designs, engineers, manufactures, or repairs
and overhauls aircraft components for commercial airlines, air cargo
carriers, and original equipment manufacturers on a worldwide basis. The
Company's metals segment manufactures, machines, processes, and distributes
metal products to customers in the computer, construction, container, farm
equipment, and office furniture industries, primarily within North America.
EARNINGS PER SHARE
Earnings per share for the periods presented is computed using the weighted
average number of shares of common stock outstanding after giving effect to
the 65-for-one stock split effected in conjunction with the Company's initial
public offering. In addition, common share equivalents such as warrants and
options are included in the computation.
6
<PAGE>
Triumph Group, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE (CONTINUED)
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share," which is required to be adopted for annual and
quarterly periods ended after December 15, 1997. At that time, the Company
will be required to change the method currently used to compute earnings per
share and to restate all prior periods presented. Under the new requirements
for calculating primary earnings per share, the dilutive effect of stock
options and warrants will be excluded. Under this method, primary income per
share (referred to as Basic EPS) for the three months ended June 30, 1996 and
1997 would have been $0.30 and $0.46 respectively. The impact of Statement
128 on the calculation of fully diluted earnings per share for those years is
not expected to be material.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.
3. ACQUISITION
On April 30, 1997, the Company acquired substantially all of the assets of
J. D. Chapdelaine Co. ("JDC") based in Ft. Lauderdale, Florida for an aggregate
purchase price of $5.2 million. The purchase price includes cash paid at
closing, a long-term liability related to a covenant not-to-compete contract,
the assumption of certain liabilities and direct costs of the acquisition.
JDC specializes in the repair, overhaul and exchange of electromechanical
aircraft instruments. The acquisition was accounted for under the purchase
method, and the purchase price was allocated to the assets based on their
estimated fair values, with any excess recorded as cost over net assets
acquired. Changes in purchase accounting estimates may result in a
reallocation of the purchase price within one year of the acquisition. The
acquisition was funded through the Company's long-term borrowings.
7
<PAGE>
Triumph Group, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
4. INVENTORIES
The components of inventories are as follows:
MARCH 31, JUNE 30,
1997 1997
--------- --------
Raw materials...................................... $15,863 $22,098
Work-in-process.................................... 17,295 16,892
Finished goods..................................... 21,694 23,834
------- --------
Total inventories at current FIFO cost............. 54,852 62,824
Less allowance to reduce certain current
FIFO costs to LIFO basis......................... 542 542
-------- --------
Total inventories.................................. $54,310 $62,282
-------- --------
-------- --------
Approximately 12% and 15% of the inventory is valued using the LIFO method
at March 31, 1997 and June 30, 1997, respectively.
5. LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 31, JUNE 30,
1997 1997
---------- --------
Revolving credit facility.......................... $ 8,707 $15,073
Subordinated promissory notes...................... 14,246 14,394
Junior subordinated promissory notes............... 407 415
Other debt and capital lease obligations........... 1,032 6,029
-------- --------
24,392 35,911
Less current portion 399 399
-------- --------
$23,993 $35,512
-------- --------
-------- --------
On May 5, 1997 the Company entered into a loan agreement with the City of
Shelbyville, Indiana related to the City of Shelbyville, Indiana Adjustable
Rate Economic Development Revenue Bonds, Series 1997 (the "Bonds"). The
proceeds of the Bonds of $5.0 million are being used to fund the expansion of
the Company's K-T Corporation facility. The Bonds are due to mature on May
1, 2012 and are secured by an irrevocable letter of credit issued by PNC
Bank, N.A.. The Bonds bear interest at a variable weekly rate.
8
<PAGE>
Triumph Group, Inc.
Notes to Condensed Consolidated Financial Statements (continued)
(dollars in thousands, except per share data)
(Unaudited)
6. COMMITMENTS AND CONTINGENCIES
Certain of the Company's business operations and facilities are subject to a
number of federal, state, and local environmental laws and regulations. The
Company is indemnified for environmental liabilities related to assets
purchased from IKON Office Solutions, Inc. (formerly Alco Standard
Corporation) which existed prior to the acquisition of the assets and any
unidentified environmental liabilities which arise subsequent to the date of
settlement through July 22, 2000, arising from conditions or activities
existing at these facilities prior to the acquisition. In the opinion of
management, there are no significant environmental concerns which would have
a material effect on the financial condition or operating results of the
Company which are not covered by such indemnification.
The Company is involved in certain litigation matters arising out of its
normal business activities. In the opinion of management, the ultimate
resolution of such litigation will not have a material effect on the
financial condition or operating results of the Company.
7. SUBSEQUENT EVENTS
On July 31, 1997, the Company sold substantially all of the assets of its
Seattle, Washington based facility, Air Lab, Inc., to Sextant Avionique, Inc.
for approximately $5.8 million in cash and the assumption by the purchaser of
certain liabilities. For the three months ended June 30, 1996 and 1997, Air
Lab had net sales of $1,279 and $1,590, respectively, and operating income of
$120 and $192, respectively.
In July, 1997, the Company entered into a $10 million discretionary line of
credit ("Line of Credit"). The Line of Credit bears interest at the current
rate offered by the lender. Borrowings under the Line of Credit are payable
on the last day of the applicable interest period or on demand. The Line of
Credit expires in July 1998 and may be continued or renewed at that time.
9
<PAGE>
Management's Discussion And Analysis of
Financial Condition and Results of Operations
Result of Operations
Revenues for the three month period ended June 30, 1997 increased 30.2% to
$71.9 million from $55.2 million for the three month period ended June 30,
1996. The increase in revenue reflects the aviation group's acquisitions of
Advanced Materials Technologies, Inc. ("AMTI") and J. D. Chapdelaine Co.
("JDC"), accounting for $8.1 million of the increase for the three months
ended June 30, 1997. The remaining operating divisions and subsidiaries in
the aviation group experienced a 14.8% increase for the three months ended
June 30, 1997 due to higher activity in the repair and overhaul markets and
increased orders from OEMs. The increase in total revenue was aided by the
metals group which experienced a sales increase of 17.0% in the three months
ended June 30, 1997. Approximately 10.0% of this increase was due to
price/mix improvements, while 7.0% of such increase was due to increased
volume.
Cost of goods sold for the three month period ended June 30, 1997 was 70.6%
of sales compared to 70.9% for the three month period ended June 30, 1996.
The improvement was primarily related to the inclusion of the aviation
group's acquisitions of AMTI and JDC.
Selling, general and administrative expenses for the three month period ended
June 30, 1997 increased $1.6 million to $11.0 million from $9.4 million for
the three month period ended June 30, 1996. The increase was primarily
related to the inclusion of the aviation group's acquisitions of AMTI and
JDC, accounting for $1.3 million of such increases. The remaining increase
is associated with the higher sales activity level generated by the aviation
group.
Depreciation and amortization for the three month period ended June 30, 1997
increased $0.6 million to $1.9 million from $1.3 million for the three month
period ended June 30, 1996. The increase is primarily attributable to the
depreciation and amortization on the increased asset base related to the
inclusion of the aviation group's acquisitions of AMTI and JDC.
Operating income as a percentage of sales increased from 9.7% for the three
month period ended June 30, 1996 to 11.4% for the three month period ended
June 30, 1997. The improvement in operating income was primarily due to the
contributions of the aviation group's acquisitions, accounting for $1.4
million of the increase and $1.0 million improvement in the Metals Group
operating margins for the three month period ended June 30, 1997. Existing
operating divisions and subsidiaries in the aviation group accounted for $0.3
million of the improvement.
Interest expense of $0.8 million for the three months ended June 30, 1997
represents a $1.5 million decrease from the three month period ended June 30,
1996. This decrease was primarily due to reduced debt levels associated with
the application of the proceeds from the initial public offering of the
Company's common stock, partially offset by the acquisitions of AMTI and JDC,
the cash portions of which were financed by borrowings under the Company's
credit agreement.
10
<PAGE>
Liquidity and Capital Resources
The Company's working capital needs are generally funded through cash flows
from operations and the credit agreement. The Company used approximately
$5.4 million of cash flows from operating activities, principally for working
capital requirements, for the three months ended June 30, 1997. The Company
used approximately $6.0 million in investing activities, while providing
$11.4 million in financing activities for the three months ended June 30,
1997. As of June 30, 1997, $68.8 million was available under the $85.0
million revolving credit facility ("Credit Facility").
On May 5, 1997 the Company entered into a loan agreement with the City of
Shelbyville, Indiana related to the City of Shelbyville, Indiana Adjustable
Rate Economic Development Revenue Bonds, Series 1997 (the "Bonds"). The
proceeds of the Bonds of $5.0 million are being used to fund the expansion of
the Company's K-T Corporation facility. The Bonds are due to mature on May
1, 2012 and are secured by an irrevocable letter of credit issued by PNC
Bank, N.A.. The Bonds bear interest at a variable weekly rate.
In July, 1997, the Company entered into a $10 million discretionary line of
credit ("Line of Credit"). The Line of Credit bears interest at the current
rate offered by the lender. Borrowings under the Line of Credit are payable
on the last day of the applicable interest period or on demand. The Line of
Credit expires in July, 1998 and may be continued or renewed at that time
Capital expenditures were approximately $3.9 million for the three months
ended June 30, 1997 primarily for manufacturing machinery and equipment for
The Aviation Group. The Company funded these expenditures through borrowings
under its Credit Facility and from the proceeds from the Bonds. The Company
expects capital expenditures to be approximately $11.0 million for its fiscal
year ending March 31, 1998. Of this amount, approximately $2.0 million is
expected to be used to expand capacity at the Company's stretch forming
operations and the remainder will be used for upgrades of information
systems, machinery and equipment, primarily for the Aviation Group.
On July 31, 1997, the Company sold substantially all of the assets of its
Seattle, Washington based facility, Air Lab, Inc., to Sextant Avionique, Inc.
for approximately $5.8 million in cash and the assumption by the purchaser of
certain liabilities. For the three months ended June 30, 1996 and 1997, Air
Lab had net sales of $1,279 and $1,590, respectively, and operating income of
$120 and $192, respectively.
On April 30, 1997, the Company purchased substantially all of the assets of
JDC in a cash transaction. The transaction was funded by borrowings under
the Credit Facility. JDC, based in Ft. Lauderdale, Florida, specializes in
the repair, overhaul and exchange of electromechanical aircraft instruments.
The cash purchase price was approximately $2.1 million.
The Company believes that cash generated by operations, borrowings under the
Credit Facility, and proceeds from the Bonds will be sufficient to meet
anticipated cash requirements for its current operations. However, the
Company has a stated policy to grow through acquisition and is continuously
evaluating various acquisition opportunities. As a result, the Company
currently is pursuing the potential purchase of a number of candidates with
some in the later stages of negotiation and two under letter of intent. In
the event that more than one of these were successfully purchased, the
availability under the Credit Facility might be fully utilized and additional
cash requirements might have to be sourced. Given the Company's operating
results and the earnings potential of the acquisitions, various capital
sources should be receptive to fund the additional requirements.
11
<PAGE>
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 relating to the Company's
future operations and prospects, including statements that are based on
current projections and expectations about the markets in which the company
operates, and management's beliefs concerning future performance and capital
requirements based upon current available information. Actual results could
differ materially from management's current expectations and there can be no
assurance that additional capital will not be required or that additional
capital, if required, will be available on reasonable terms, if at all, at
such times and in such amounts as may be needed by the Company. In addition
to these factors, among other factors that could cause actual results to
differ materially are uncertainties relating to the integration of acquired
businesses, general economic conditions affecting the Company's two business
segments, dependence of certain of the Company's businesses on certain key
customers as well as competitive factors relating to the aviation and metals
industries. For a more detailed discussion of these and other factors
affecting the Company, see the risk factors described in the Company's
registration statement on Form S-1 filed with Securities and Exchange
Commission and the Company's Annual Report on Form 10-K, for the year ended
March 31, 1997, filed with the SEC in June 1997.
12
<PAGE>
TRIUMPH GROUP, INC.
Part II. Other Information
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
Not applicable
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Company did not file any reports on Form 8-K during the three months
ended June 30, 1997.
13
<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.
Triumph Group, Inc.
------------------------------------------------
(Registrant)
/s/ Richard C. III
------------------------------------------------
Richard C. III, President & CEO
/s/ John R. Bartholdson
------------------------------------------------
John R. Bartholdson, Senior Vice President & CFO
(Principal Financial Officer)
/s/ Kevin E. Kindig
------------------------------------------------
Kevin E. Kindig, Controller
(Principal Accounting Officer)
Dated: August 13, 1997
14
<PAGE>
Exhibit 11
Triumph Group, Inc.
Statement of Computation of Earnings Per Share
Three months ended June 30, 1996 and 1997
(Amounts in thousands, except per share data)
JUNE 30, JUNE 30,
1996 1997
-------- --------
Earnings per share:
Weighted average number of
outstanding common shares....................... 5,805 9,750
Dilutive effect of outstanding
warrant......................................... 650 650
Dilutive effect of options issued within one year
of filing at a price below the estimated IPO
price........................................... 36 --
Dilutive effect of 1996 stock options issued...... -- 96
Dilutive effect of the conversion of a portion of
the minority interest in Triumph Controls, Inc.. 39 --
Conversion of redeemable preferred stock.......... 269 --
Conversion of 14% Junior Subordinated Promissory
Notes........................................... 554 --
-------- --------
Adjusted weighted average number of outstanding
common shares and common share equivalents........ 7,353 10,496
-------- --------
-------- --------
Net income.......................................... $ 1,809 $ 4,492
Interest related to 14% Junior Subordinated
Promissory Notes................................ 313 --
Income tax effect................................. (125) --
-------- --------
Net income available to common shareholders......... $ 1,997 $ 4,492
-------- --------
-------- --------
Net income per share................................ $ 0.27 $ 0.43
-------- --------
-------- --------
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 945
<SECURITIES> 0
<RECEIVABLES> 44,447
<ALLOWANCES> 1,478
<INVENTORY> 62,282
<CURRENT-ASSETS> 108,994
<PP&E> 63,719
<DEPRECIATION> 12,409
<TOTAL-ASSETS> 189,036
<CURRENT-LIABILITIES> 39,810
<BONDS> 35,512
0
0
<COMMON> 10
<OTHER-SE> 95,895
<TOTAL-LIABILITY-AND-EQUITY> 189,036
<SALES> 71,856
<TOTAL-REVENUES> 71,856
<CGS> 50,757
<TOTAL-COSTS> 63,656
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 836
<INCOME-PRETAX> 7,364
<INCOME-TAX> 2,872
<INCOME-CONTINUING> 4,492
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,492
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
</TABLE>
