<PAGE> 1
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 quarterly period ended April 4, 1998
--------------------------------------------------
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 0-23161
----------------------------------------------------------
TROPICAL SPORTSWEAR INT'L CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 59-3424305
- --------------------------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
4902 W. Waters Avenue Tampa, FL 33634-1302
- --------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 249-4900
-----------------------------
- --------------------------------------------------------------------------------
(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 the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
As of May 1, 1998 there were 7,600,000 shares of the registrant's Common Stock
outstanding.
1
<PAGE> 2
TROPICAL SPORTSWEAR INT'L CORPORATION
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements 3
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 11
Item 6 Exhibits and Reports on Form 8-K 11
</TABLE>
2
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TROPICAL SPORTSWEAR INT'L CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRTEEN THIRTEEN TWENTY SEVEN TWENTY SIX
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
APRIL 4, MARCH 29, APRIL 4, MARCH 29,
1998 1997 1998 1997
--------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $47,373 $40,632 $82,467 $71,359
Cost of goods sold 35,672 30,608 62,696 54,590
------- ------- ------- -------
Gross profit 11,701 10,024 19,771 16,769
Selling, general and administrative expenses 6,019 5,152 11,360 9,623
------- ------- ------- -------
Operating income 5,682 4,872 8,411 7,146
Other expense:
Interest 346 791 793 1,439
Other, net 187 95 389 280
------- ------- ------- -------
533 886 1,182 1,719
------- ------- ------- -------
Income before income taxes 5,149 3,986 7,229 5,427
Provision for income taxes 1,896 1,436 2,671 1,958
------- ------- ------- -------
Net income $ 3,253 $ 2,550 $ 4,558 $ 3,469
======= ======= ======= =======
Net income per common share (basic and diluted) $ 0.43 $ 0.42 $ 0.62 $ 0.58
======= ======= ======= =======
</TABLE>
See accompanying notes.
3
<PAGE> 4
TROPICAL SPORTSWEAR INT'L CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
APRIL 4, SEPTEMBER 27,
1998 1997
----------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 138 $ 116
Accounts receivable 33,360 24,981
Inventories 23,371 21,351
Deferred income taxes 1,440 1,495
Prepaid expenses 229 812
------- -------
Total current assets 58,538 48,755
Property and equipment, net 20,770 20,283
Other assets 601 620
------- -------
Total assets $79,909 $69,658
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $14,143 $12,828
Accrued expenses 1,837 2,322
Accrued incentive compensation 982 1,934
Income taxes payable 805 102
Current portion of long-term debt and capital leases 834 801
Current portion of obligations under capital leases 435 534
------- -------
Total current liabilities 19,036 18,521
Long-term debt 15,371 23,442
Obligations under capital leases 439 613
Deferred income taxes 431 431
Shareholders' equity:
Preferred stock, $100 par value; 10,000,000 shares
authorized; 38,630 shares issued and outstanding at
September 27, 1997 -- 3,863
Common stock, $.01 par value; 50,000,000 shares authorized;
7,600,000 and 6,000,000 shares issued and outstanding
at April 4, 1998 and September 27, 1997, respectively 76 60
Additional paid in capital 17,270 --
Retained earnings 27,286 22,728
------- -------
Total shareholders' equity 44,632 26,651
------- -------
Total liabilities and shareholders' equity $79,909 $69,658
======= =======
</TABLE>
See accompanying notes.
4
<PAGE> 5
TROPICAL SPORTSWEAR INT'L CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
TWENTY SEVEN TWENTY SIX
WEEKS ENDED WEEKS ENDED
APRIL 4, MARCH 29,
1998 1997
-------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,558 $ 3,469
Adjustments to reconcile net income to net
cash used by operating activities:
Depreciation and amortization 1,267 938
Other, net (137) (15)
Changes in operating assets and liabilities:
Accounts receivable (8,132) (10,519)
Inventories (2,020) (2,300)
Accounts payable 1,315 (1,225)
Accrued incentive compensation (952) (993)
Other, net 808 1,426
------- -------
Net cash used by operating activities (3,293) (9,219)
INVESTING ACTIVITIES
Capital expenditures (1,845) (4,583)
Other, net 24 14
------- -------
Net cash used by investing activities (1,821) (4,569)
FINANCING ACTIVITIES
Proceeds of long-term debt 107 2,599
Proceeds from sale of common stock 17,286 --
Retirement of preferred stock (3,863) --
Principal payments of long-term debt and capital leases (671) (2,456)
Net change in long-term revolving credit line borrowings (7,723) 13,490
------- -------
Net cash provided by financing activities 5,136 13,633
------- -------
Net increase (decrease) in cash 22 (155)
Cash at beginning of period 116 261
------- -------
Cash at end of period $ 138 $ 106
======= =======
</TABLE>
See accompanying notes.
5
<PAGE> 6
TROPICAL SPORTSWEAR INT'L CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
APRIL 4, 1998, SEPTEMBER 27, 1997 AND MARCH 29, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Tropical Sportswear Int'l Corporation (the "Company") have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements. The unaudited condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and related notes included in the Company's Annual Report
on Form 10-K for the year ended September 27, 1997. In the opinion of
management, the unaudited condensed consolidated financial statements contain
all necessary adjustments (which include only normal, recurring adjustments) for
a fair presentation for the interim periods presented. Operating results for the
twenty seven weeks ended April 4, 1998 are not necessarily indicative of results
that may be expected for the entire fiscal year ending October 3, 1998.
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards Number 128, Earnings per Share. Statement 128 replaced the
previously reported primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share. All earnings per share amounts for
all periods have been presented to conform to the Statement 128 requirements.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
April 4, September 27,
1998 1997
-----------------------------
<S> <C> <C>
Raw materials $ 1,907 $ 2,255
Work in process 5,875 5,617
Finished goods 15,589 13,479
-------- -------
$ 23,371 $21,351
======== =======
</TABLE>
3. DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
April 4, September 27,
1998 1997
-----------------------------
<S> <C> <C>
Revolving credit line $ 4,413 $12,135
Equipment loan facility 2,144 2,354
Real estate loan 9,648 9,754
-------- -------
16,205 24,243
Less current maturities 834 801
-------- -------
$ 15,371 $23,442
======== =======
</TABLE>
The Company's existing senior credit facility expires on February 1, 1999. In
April 1998, the Company received a commitment letter from its current lender for
a new senior credit facility in an aggregate amount of up to $85 million to be
closed in connection with the Company's planned acquisition of Farah
Incorporated ("Farah"). (See Note 6. Subsequent Event) The new senior credit
facility will be used to refinance outstanding
6
<PAGE> 7
indebtedness under the existing senior credit facility, to refinance outstanding
indebtedness of Farah, to pay fees incurred in connection with the closing of
the senior credit facility, and for general corporate purposes. The commitment
for the new senior credit facility expires if not closed by July 1, 1998,
however, the Company expects to close the transaction prior to that date. The
terms of the new senior credit facility are similar to those of the existing
senior credit facility. Borrowings under the new senior credit facility will
bear variable rates of interest and the facility will expire five years from the
date of closing.
4. SHAREHOLDERS' EQUITY
The Company completed an initial public offering (the "Offering") on October 28,
1997. The Company sold 1,600,000 shares of its Common Stock at $12.00 per share
and received net proceeds of $17,286 after deducting underwriters' discounts and
offering expenses. Proceeds from the Offering were used to retire existing
Preferred Stock, reduce amounts outstanding under the Company's revolving credit
facility and for other working capital purposes.
5. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
THIRTEEN THIRTEEN TWENTY-SEVEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
APRIL 4, MARCH 29, APRIL 4, MARCH 29,
1998 1997 1998 1997
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
Numerator for basis and diluted
Earnings per share:
Net income $ 3,253 $ 2,550 $ 4,558 $ 3,469
Denominator for basic earnings per share:
Weighted average shares of common
Stock outstanding 7,600,000 6,000,000 7,397,802 6,000,000
Effect of dilutive stock options using the
Treasury stock method 13,783 15,000 10,204 15,000
--------- --------- --------- ---------
Denominator for diluted earnings per share 7,613,783 6,015,000 7,408,006 6,015,000
========= ========= ========= =========
Earnings per share - basic and diluted $ 0.43 $ 0.42 $ 0.62 $ 0.58
========= ========= ========= =========
</TABLE>
6. SUBSEQUENT EVENT
On May 4, 1998 the Company announced the signing of a definitive merger
agreement whereby it will acquire 100% of the outstanding shares of Farah
Incorporated ("Farah"). Pursuant to the agreement, the Company will pay $9.00
per share for each of the approximately 10.3 million outstanding shares of Farah
common stock. The transaction will be structured as a cash tender offer followed
by a cash merger to acquire any shares not previously tendered. To fund the
acquisition, the Company plans to issue approximately $125 million in senior
unsecured notes.
As a result of the transaction, Farah will become a wholly owned subsidiary of
the Company. The transaction has been unanimously approved by the Boards of
Directors of both companies and is subject to receipt of at least two-thirds of
Farah common stock as well as customary regulatory approvals.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected items in the
Company's consolidated statements of income expressed as a percentage of net
sales:
<TABLE>
<CAPTION>
THIRTEEN THIRTEEN TWENTY-SEVEN TWENTY-SIX
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
APRIL 4, MARCH 29, APRIL 4, MARCH 29,
1998 1997 1998 1997
--------------- ---------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 75.3 75.3 76.0 76.5
Gross profit 24.7 24.7 24.0 23.5
Selling, general and administrative
expenses 12.7 12.7 13.8 13.5
Operating income 12.0 12.0 10.2 10.0
Interest expense 0.7 2.0 1.0 2.0
Other, net 0.4 0.2 0.4 0.4
Income before income taxes 10.9 9.8 8.8 7.6
Provision for income taxes 4.0 3.5 3.2 2.7
Net income 6.9% 6.3% 5.5% 4.9%
</TABLE>
Thirteen weeks ended April 4, 1998 compared to the thirteen weeks ended March
29, 1997
Net Sales. Net sales increased 16.6% to $47.4 million for the second
quarter of fiscal 1998 from $40.6 million in the second quarter of fiscal 1997.
This increase was primarily due to an increase in unit shipments.
Gross Profit. Gross profit increased 16.7% to $11.7 million, or 24.7%
of net sales, for the second quarter of fiscal 1998, from $10.0 million, or
24.7% of net sales, for the comparable prior-year quarter. Selling prices and
costs remained consistent with prior year levels.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 16.8%, to $6.0 million, or 12.7% of net sales,
for the second quarter of fiscal 1998, from $5.2 million, or 12.7% of net sales,
for the second quarter of fiscal 1997. Although these expenses increased due to
higher sales and distribution costs driven by the increased sales volume, as a
percentage of sales, higher merchandising and selling expenses were offset by
higher absorption of fixed costs due to the increased sales volume.
Interest Expense. Interest expense decreased 56% to $346,000 for the
second quarter of fiscal 1998, from $791,000 for the second quarter of fiscal
1997. The decrease was due to lower average outstanding borrowings. The net
proceeds from the Offering were partially used to pay down the then outstanding
balance on the revolving credit facility.
Income Taxes. The Company's effective income tax rate for the second
quarter of fiscal 1998 was 36.8% compared to 36.0% in the comparable period of
fiscal 1997. These rates are based on the Company's expected effective annual
tax rate. The increase is due to the Company receiving the remaining benefit, in
fiscal 1997, of previously non-deductible losses from a foreign subsidiary.
Additionally, in fiscal 1998, more of the Company's income is expected to be
taxed at a higher statutory rate.
Net Income. As a result of the above factors, net income increased
27.6%, to $3.3 million for the second quarter of fiscal 1998 from $2.6 million
for the comparable prior-year quarter.
8
<PAGE> 9
Twenty-seven weeks ended April 4, 1998 compared to the twenty-six weeks ended
March 29, 1997
Net Sales. Net sales increased 15.6%, to $82.5 million in the first
half of fiscal 1998 from $71.4 million in the first half of fiscal 1997. This
increase was primarily due to an increase in unit shipments. Additionally, the
volume of returns and sales allowances decreased from prior year levels.
Gross Profit. Gross profit increased 17.9%, to $19.8 million, or 24.0%
of net sales, in the first half of fiscal 1998 from $16.8 million, or 23.5% of
net sales, in the first half of fiscal 1997. This resulted from a change in
product mix to higher-margin styles and a decrease in returns and sales
allowances.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 18.1%, to $11.4 million, or 13.8% of net
sales, in the first half of fiscal 1998 from $9.6 million, or 13.5% of net
sales, in the first half of fiscal 1997. In addition to the higher sales and
distribution costs driven by increased sales volume, these expenses increased as
a percentage of sales due to higher levels of marketing, promotional, and
merchandising expenditures and increased labor costs in the distribution area.
Interest Expense. Interest expense decreased 43.4%, to $793,000 in the
first half of fiscal 1998, from $1.4 million in the first half of fiscal 1997.
The decrease was due to lower average outstanding borrowings. The net proceeds
from the Offering were partially used to repay indebtedness outstanding under
the Company's existing credit facility.
Income Taxes. The Company's effective income tax rate for the first
half of fiscal 1998 was 36.9% compared to 36.1% in the comparable period of
fiscal 1997. These rates are based on the Company's expected effective annual
tax rate. The increase is due to the Company receiving the remaining benefit, in
fiscal 1997, of previously non-deductible losses from a foreign subsidiary.
Additionally, in fiscal 1998, more of the Company's income is expected to be
taxed at a higher statutory rate.
Net Income. As a result of the above factors, net income increased
31.4% to $4.6 million in the first half of fiscal 1998, from $3.5 million in the
first half of fiscal 1997.
PROPOSED ACQUISITION
On May 4, 1998, the Company announced the signing of a definitive merger
agreement whereby it will acquire 100% of the outstanding shares of Farah.
Pursuant to the agreement, the Company will pay $9.00 per share for each of the
approximately 10.3 million outstanding shares of Farah common stock. The
transaction will be structured as a cash tender offer followed by a cash merger
to acquire any shares not previously tendered. To fund the acquisition, the
Company plans to issue approximately $100 million in senior unsecured notes.
As a result of the transaction, Farah will become a wholly owned subsidiary of
the Company. The transaction has been unanimously approved by the Boards of
Directors of both companies and is subject to receipt of at least two-thirds of
Farah common stock as well as customary regulatory approvals. The transaction is
expected to close prior to July 1, 1998.
LIQUIDITY AND CAPITAL RESOURCES
On April 4, 1998 the Company had an additional $31.5 million in borrowings
available under its revolving credit line. In April 1998, the Company received a
commitment letter from its current lender for a new senior credit facility in an
aggregate amount of up to $85 million to be closed in connection with the
Company's planned acquisition of Farah. The new senior credit facility will be
used to refinance outstanding indebtedness under the existing senior credit
facility, to refinance certain outstanding indebtedness of Farah, to pay fees
incurred in connection with the closing of the senior credit facility, and for
general corporate purposes. The commitment for the new senior credit facility
expires if not closed by July 1, 1998, however, the Company expects to close the
transaction prior to that date. The terms of the new senior credit facility are
similar to those
9
<PAGE> 10
of the existing senior credit facility. Borrowings under the new senior credit
facility will bear variable rates of interest and the facility is expected to
expire five years from the date of closing. The new senior credit facility will
be secured by substantially all of the Company's current and future assets and
will be guaranteed on a senior basis by all direct and indirect subsidiaries
except for Farah's foreign subsidiaries.
The Company plans to issue approximately $125 million of unsecured senior
subordinated notes (the "Notes"), to fund the acquisition of Farah. The Company
has received a commitment for a bridge loan of $100 million to be utilized in
the event the offering of the Notes cannot be consummated prior to the closing
date of the acquisition.
On October 28, 1997 the Company completed the Offering, which yielded net
proceeds of $17,286. The Company used $3,863 of the proceeds to retire its
Preferred Stock with the remainder was used to reduce amounts outstanding under
its revolving credit facility and for other working capital purposes.
Effective February 1, 1998, the Company negotiated a reduction in the interest
rate applicable to its real estate loan. The loan now bears annual interest at
7.38%, a decrease of 1.5% from the previous rate of 8.88%. The new rate is fixed
through July 18, 2002, at which time the rate will be adjusted in accordance
with the provisions of the loan agreement.
During the six months ended April 4, 1998, the Company used $3.3 million of cash
in its operating activities, primarily due to seasonal increases in accounts
receivable and inventories of $8.1 million and $2.0 million, respectively,
offset, in part, by a seasonal increase in accounts payable of $1.3 million and
net income of $4.6 million.
Capital expenditures totaled $1.8 million for the first half of fiscal 1998 and
are expected to approximate $7.0 million for the entire fiscal year. During
fiscal 1998, the Company plans to spend up to $5.0 million (including $845,000
already incurred as of April 4, 1998) to upgrade or replace certain of its
existing computer systems, computer hardware and software, and for consulting
and training related to the new systems. See "Factors Affecting the Company's
Business and Prospects."
The Company believes that its existing working capital, credit facility, and
internally generated funds are adequate for its working capital needs for the
remainder of the fiscal year.
SEASONALITY
Historically, the Company's business has been seasonal, with slightly higher
sales and income in the second and fourth fiscal quarters, just prior to and
during the two peak retail selling seasons for spring and fall merchandise. In
addition, certain of the Company's products, such as shorts and corduroy pants,
tend to be seasonal in nature. In the event such products represent a greater
percentage of the Company's sales in the future, the seasonality of the
Company's sales may be increased.
FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS
Portions of this report may contain forward-looking statements that involve a
number of risks and uncertainties. In addition to other factors discussed
herein, among the factors that could cause actual results to differ materially
are the following: economic and business conditions in the U.S. and abroad; the
level of demand for apparel products and success of planned marketing programs;
the intensity of competition and the pricing pressures that may result; changes
in labor and import and export regulations; the ability of the Company to timely
and effectively manage production levels and sourcing; the ability of the
Company to access the credit market to finance capital expenditures; currency
fluctuations; the integration of the operations of Farah with those of the
Company; and other risk factors listed from time to time in the Company's SEC
reports and other announcements.
10
<PAGE> 11
PART II OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual meeting of Shareholders of the Company held on
February 5, 1998, the following matters were brought before
and voted upon by the shareholders:
1. A proposal to elect the following persons to the Board
of Directors to serve until the Annual meeting of
Shareholders of the Company in 2001:
<TABLE>
<CAPTION>
FOR WITHHOLD AUTHORITY
------------ -----------------------
<S> <C> <C>
Michael Kagan 6,845,435 4,100
Leon H. Reinhart 6,843,085 6,450
</TABLE>
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed herewith
Exhibit 10.1 Agreement and Plan of Merger dated
as of May 1, 1998, by and among the
Company, Farah and Foxfire Acquisition
Corp. (incorporated by referenced to
Exhibit (c)(1) to the Company's Schedule
14D-1 filed on May 8, 1998).
Exhibit 27.2 Financial data schedule as of April 4,
1998 (filed for SEC purposes only)
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the
thirteen weeks ended April 4, 1998.
11
<PAGE> 12
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.
TROPICAL SPORTSWEAR INT'L CORPORATION
-------------------------------------
(Registrant)
/s/ N. Larry McPherson
-------------------------------------
N. Larry McPherson
Executive Vice President,
and Treasurer (in the dual
capacity of duly authorized
officer and principal
accounting officer)
May 18, 1998
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWENTY SEVEN WEEKS ENDED APRIL 4, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-03-1998
<PERIOD-START> SEP-28-1997
<PERIOD-END> APR-04-1998
<CASH> 138
<SECURITIES> 0
<RECEIVABLES> 33,360
<ALLOWANCES> 400
<INVENTORY> 23,371
<CURRENT-ASSETS> 58,538
<PP&E> 26,830
<DEPRECIATION> 6,060
<TOTAL-ASSETS> 79,909
<CURRENT-LIABILITIES> 19,036
<BONDS> 17,079
0
0
<COMMON> 76
<OTHER-SE> 44,556
<TOTAL-LIABILITY-AND-EQUITY> 79,909
<SALES> 82,467
<TOTAL-REVENUES> 82,467
<CGS> 62,696
<TOTAL-COSTS> 62,696
<OTHER-EXPENSES> 12,542
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 793
<INCOME-PRETAX> 7,229
<INCOME-TAX> 2,671
<INCOME-CONTINUING> 4,558
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,558
<EPS-PRIMARY> 0.62
<EPS-DILUTED> 0.62
</TABLE>
