<PAGE> 1
UNITED STATES
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, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FROM TO
Commission file Number 0-5888
WAXMAN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 34-0899894
(State of Incorporation) (I.R.S. Employer
Identification Number)
24460 Aurora Road
Bedford Heights, Ohio 44146
(Address of Principal Executive Offices) (Zip Code)
(216) 439-1830
(Registrant's Telephone Number Including Area Code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days.
Yes X No
--- ---
9,494,833 shares of Common Stock, $.01 par value, and 2,217,329 shares of Class
B Common Stock, $.01 par value, were issued and outstanding as of May 5, 1995.
<PAGE> 2
INDEX
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
<TABLE>
<S> <C>
PAGE
----
PART I. FINANCIAL INFORMATION
- - -----------------------------
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income - Nine Months and Three Months
Ended March 31, 1995 and 1994................................................................... 3-4
Consolidated Balance Sheets - March 31, 1995
and June 30, 1994............................................................................... 5-6
Consolidated Statements of Cash Flows - Nine Months
Ended March 31, 1995 and 1994................................................................... 7
Notes to Consolidated Financial Statements -
March 31, 1995 and 1994......................................................................... 8-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................................................... 9-13
PART II. OTHER INFORMATION
- - --------------------------
Item 6. Exhibits and Reports on Form 8-K.......................................................... 13
SIGNATURES......................................................................................... 13
- - ----------
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
- - ------------------------------
Item 1. Financial Statements
--------------------
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Nine Months and Three Months Ended March 31, 1995 and 1994
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
March 31, March 31,
1995 1994 1995 1994
------- ------- ------ -------
<S> <C> <C> <C> <C>
Net sales $ 177,162 $ 160,245 $ 58,767 $ 52,311
Cost of sales 115,412 104,180 38,486 33,760
------- ------- ------ -------
Gross profit 61,750 56,065 20,281 18,551
Operating expenses 45,908 41,769 15,562 14,138
------- -------- ------ -------
Operating income 15,842 14,296 4,719 4,413
Interest expense, net 19,096 15,635 6,538 5,293
------- -------- ------ -------
Loss from continuing operations
before income taxes and extraordinary
charge (3,254) (1,339) (1,819) (880)
Provision for income taxes 150 - 50 61
------- -------- ------- -------
Loss from continuing operations before
extraordinary charge (3,404) (1,339) (1,869) (941)
Discontinued operations - Ideal
Loss from discontinued
operations, net of taxes - (3,249) - (4,250)
Loss on disposal, without tax benefit - (38,343) - (38,343)
------- -------- ------- -------
Loss before extraordinary charge (3,404) (42,931) (1,869) (43,534)
Extraordinary charge, early retirement
of debt, without tax benefit - (6,625) - (6,625)
------- -------- ------- -------
Net loss $ (3,404) $(49,556) $ (1,869) $(50,159)
======= ======= ======= =======
</TABLE>
(continued)
3
<PAGE> 4
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Nine Months and Three Months Ended March 31, 1995 and 1994
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
March 31, March 31,
1995 1994 1995 1994
----- ----- ----- -----
<S> <C> <C> <C> <C>
Primary and fully diluted earnings
(loss) per share:
From continuing operations $ (.29) $ (.11) $ (.16) $ (.08)
Discontinued operations - Ideal
Loss from discontinued operations - (.28) - (.36)
Loss on disposal - (3.29) - (3.28)
Extraordinary charge - (.57) - (.57)
----- ---- ----- ----
Net loss $ (.29) $ (4.25) $ (.16) $ (4.29)
===== ===== ===== =====
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
4
<PAGE> 5
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31 1995 and June 30, 1994
(In Thousands)
ASSETS
<TABLE>
<CAPTION>
March 31, June 30,
1995 1994
--------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 2,181 $ 2,026
Accounts receivable, net 38,215 37,216
Inventories 82,830 80,969
Prepaid expenses 5,304 4,987
------- -------
Total current assets 128,530 125,198
------- -------
PROPERTY AND EQUIPMENT:
Land 1,476 1,461
Buildings 13,020 12,421
Equipment 20,804 20,655
------- -------
35,300 34,537
Less accumulated depreciation and amortization (17,721) (17,163)
------- -------
Property and equipment, net 17,579 17,374
------- -------
COST OF BUSINESSES IN EXCESS OF
NET ASSETS ACQUIRED, NET AND
OTHER ASSETS 41,317 40,892
-------- --------
$187,426 $183,464
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
5
<PAGE> 6
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 1995 and June 30, 1994
(In Thousands, Except Per Share Amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, June 30,
1995 1994
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 5,782 $ 4,144
Accounts payable 19,539 20,427
Accrued liabilities 7,088 6,928
--------- ---------
Total current liabilities 32,409 31,499
--------- ---------
LONG-TERM DEBT, NET OF CURRENT PORTION 55,536 54,063
SENIOR SECURED NOTES 38,758 38,675
SENIOR SECURED DEFERRED COUPON NOTES 53,010 48,031
SUBORDINATED DEBT 48,905 48,905
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value per share:
Authorized and unissued 2,000 shares - -
Common Stock, $.01 par value per share:
Authorized 22,000 shares; Issued 9,495
at March 31, 1995 and 9,490 at June 30, 1994 95 95
Class B common stock $.01 par value per share:
Authorized 6,000 shares; Issued 2,217
at March 31, 1995 and 2,222 at June 30, 1994 23 23
Paid-in capital 21,098 21,098
Retained deficit (62,408) (58,925)
-------- --------
Total stockholders' equity (deficit) (41,192) (37,709)
-------- --------
$187,426 $183,464
======= =======
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
6
<PAGE> 7
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended March 31, 1995 and 1994
(In Thousands)
<TABLE>
<CAPTION>
1995 1994
-------- -------
<S> <C> <C>
CASH FROM (USED FOR):
OPERATIONS
Loss from continuing operations $ (3,404) $ (1,339)
Adjustments to reconcile loss
from continuing operations to
net cash provided by operations:
Non-cash interest - Deferred Coupon Notes 4,916 -
Depreciation and amortization 6,454 5,573
Changes in assets and liabilities:
Accounts receivable (999) (1,026)
Inventories (3,572) (6,537)
Prepaid expenses (317) 187
Accounts payable (888) 3,261
Accrued liabilities 333 1,038
------- -------
Net cash provided by continuing operations 2,523 1,157
------- -------
Earnings from discontinued operations - (3,249)
Loss on disposal of discontinued operations - (38,343)
Other, net (85) 3,979
Change in net assets (liabilities) of discontinued operations (173) 29,656
------- -------
Net cash provided by (used for) operations 2,265 (6,800)
------- -------
INVESTMENTS:
Proceeds from sale of business - 3,006
Capital expenditures (2,441) (2,280)
Change in other assets (1,338) (3,321)
------- -------
Net cash used for investments (3,779) (2,595)
------- -------
FINANCING:
Net borrowings under credit agreements 3,487 9,848
Repayments of long-term debt (1,818) (330)
------- -------
Net cash provided by financing activities 1,669 9,518
------- -------
NET INCREASE IN CASH 155 123
BALANCE, BEGINNING OF PERIOD 2,026 406
------- -------
BALANCE, END OF PERIOD $ 2,181 $ 529
======= =======
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
7
<PAGE> 8
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1995 and 1994
(in thousands, except per share amounts)
Management believes that the information furnished in the accompanying
consolidated financial statements reflects all adjustments (consisting only of
normal recurring adjustments) which are necessary for a fair presentation of
the Company's financial position and results of operations for the periods
presented. The results of operations for the nine months and three months
ended March 31, 1995 are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 1995 or any other period. The
information reported in the consolidated financial statements and the notes
below should be read in conjunction with the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1994.
1. Business
--------
The Company believes that it is one of the leading suppliers of
plumbing products to the home repair and remodeling market in the
United States. The Company distributes plumbing, electrical and
hardware products, in both packaged and bulk form, to do-it-yourself
(D-I-Y) retailers, mass merchandisers, smaller independent retailers
and plumbing and electrical repair and remodeling contractors.
2. Consolidation and Prior-Year Reclassification
---------------------------------------------
The accompanying consolidated financial statements include the
accounts of Waxman Industries, Inc. and its wholly-owned subsidiaries
(the Company). All significant intercompany transactions and balances
are eliminated in consolidation. Certain fiscal 1994 amounts have
been reclassified to conform with the fiscal 1995 presentation.
3. Earnings Per Share
------------------
Primary earnings per share have been computed based on the weighted
average number of shares and share equivalents outstanding, which
totaled 11,712 for both the nine months and three months ended March
31, 1995 and 11,666 and 11,674 for the nine and three months ended
March 31, 1994, respectively. Share equivalents include the Company's
common stock purchase warrants. The conversion of the Company's
Convertible Subordinated Debentures due March 15, 2007 into shares of
common stock was not assumed in computing fully diluted earnings per
share in either 1995 or 1994, as the effect would be antidilutive.
8
<PAGE> 9
4. Income Taxes
------------
In accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109), the
Company is currently unable to recognize any income tax benefit
relating to the loss from continuing operations. The tax provision
for the quarter ended March 31, 1995 represents a provision for state
and foreign taxes.
The Company currently has $65.1 million of available domestic net
operating loss carryforwards which expire through 2009. The benefit
of these net operating loss carryforwards has been reduced 100% by a
valuation allowance. The Company will continue to evaluate the
valuation allowance and to the extent that the Company is able to
recognize tax benefits in the future, such recognition will favorably
affect future results of operations.
5. Supplemental Cash Flow Information
----------------------------------
Cash payments during the nine months ended March 31, 1995 and 1994
included income taxes of $511 and $401, and interest of $12,350 and
$12,769 respectively.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
A. Results of Operations
---------------------
Net Sales
- - ---------
Net sales for the 1995 third quarter totaled $58.8 million, compared to $52.3
million in the 1994 third quarter, an increase of 12.3%. Net sales for the
nine month period increased 10.6% from $160.2 million in the 1994 nine month
period to $177.2 million in the 1995 nine month period. The Company's 1995
nine month net sales were adversely affected by the sale of H. Belanger
Plumbing Accessories (Belanger) in October 1993. Belanger's net sales in the
prior year nine month period totaled $1.5 million. Excluding the impact of
Belanger, net sales increased 11.6% for the nine month period. The net sales
increases are primarily the result of the continued growth of the Company's
Barnett and Consumer Products subsidiaries. Barnett's net sales increased
20.0% from $24.0 million in the 1994 third quarter to $28.9 million in the 1995
third quarter and 16.0% from $69.9 million in the 1994 nine month period to
$81.1 million in the 1995 nine month period. New product introductions
accounted for $2.1 million and $5.5 million of the increases for the 1995 third
quarter and nine month period, respectively. The remainder of Barnett's
increases were the result of the growth of Barnett's customer base. Consumer
Products' net sales for the quarter were flat, totaling $17.1 million in the
1995 third quarter compared with $17.2 million in the 1994 third quarter. This
was largely due to the consolidation of two regional do-it-yourself retailers
which resulted in the loss of a customer. Excluding the impact of this lost
customer, Consumer Products' sales for the 1995 third quarter were up
approximately 6%. Consumer Products' net sales increased 7.3% from $53.1
million in the 1994 nine month period to $57.0 million in the 1995 nine month
period. The increase in net sales for the nine month period was the result of
Consumer Products' expansion of its business with several of its large
customers. The opening orders for this additional business totaled
approximately $2.5 million and were shipped during the 1995 first quarter.
9
<PAGE> 10
Gross Profit
- - ------------
The Company's gross margins declined from 35.5% for the 1994 third quarter to
34.5% for the 1995 third quarter and decreased from 35.0% in the 1994 nine
month period to 34.9% in the 1995 nine month period. The decline in gross
margin for the third quarter is due, in part, to proportionately lower sales of
higher margin packaged products during the quarter.
Operating expenses
- - ------------------
Operating expenses for the third quarter increased 10.1% from $14.1 million in
the 1994 third quarter to $15.6 million in the 1995 third quarter. For the
nine month period, operating expenses increased 9.9% from $41.8 million in the
1994 nine month period to $45.9 million in the 1995 nine month period.
Excluding the impact of the sale of Belanger, operating expenses for the nine
months were up 11.3%. The increases are primarily attributable to Barnett and
Consumer Products. The increases at Barnett are in line with its increase in
sales. Consumer Products' operating expenses were up 7.4% for the third
quarter due to higher warehouse costs. Management expects that Consumer
Products' warehouse expenses will be favorably impacted by the new MIS system
which is currently being implemented. The implementation is expected to be
completed by the end of the fiscal year. Operating expenses increased
approximately $2.0 million and $1.5 million for the nine month period for
Barnett and Consumer Products, respectively.
Operating Income
- - ----------------
The Company's operating income totaled $4.7 million or 8.0% of net sales and
$4.4 million or 8.4% of net sales for the 1995 and 1994 third quarters,
respectively, an increase of 6.9%. For the 1995 and 1994 nine month periods,
operating income totaled $15.8 million or 8.9% of net sales and $14.3 million
or 8.9% of net sales, respectively, an increase of 10.8%.
Interest Expense
- - ----------------
The Company's interest expense totaled $6.5 million for the 1995 third quarter,
compared with $5.3 million for the 1994 third quarter. Interest expense
totaled $19.1 million for the 1995 nine month period, compared with $15.6
million for the 1994 nine month period. The increase in interest expense is
primarily the result of the Company's financial restructuring which was
completed last May. Average borrowings outstanding increased from $172.4
million and $168.5 million in the 1994 third quarter and nine month periods,
respectively, to $200.2 million and $198.4 million for the same periods in the
current year. The increase in average borrowings outstanding is due to
increased working capital needs relating to the growth of the Company's
operations as well as the impact of the additional debt incurred in connection
with the Company's May 1994 debt restructuring, The debt restructuring
significantly reduced the Company's cash interest requirements until June 1,
1999. Cash interest expense totaled $4.3 million and $12.5 million for the
1995 third quarter and nine month period, respectively. The weighted average
interest rate increased from 12.3% and 12.2% in the 1994 third quarter and nine
month period, respectively, to 13.1% and 12.6% in each of the same periods in
the current fiscal year. The Company's weighted average interest rates have
been negatively affected by the recent increases in short-term interest rates.
Currently the Company has approximately $65 million of floating rate debt.
10
<PAGE> 11
Income Taxes
- - ------------
In accordance with the provisions of SFAS 109, the Company is unable to benefit
losses in the current year. The Company has $65.1 million of available
domestic net operating loss carryforwards which expire through 2009, the
benefit of which has been reduced 100% by a valuation allowance. The Company
will continue to evaluate the valuation allowance and to the extent that the
Company is able to recognize tax benefits in the future, such recognition will
favorably affect future results of operations.
Loss From Continuing Operations
- - -------------------------------
The Company's loss from continuing operations for the 1995 third quarter
totaled $1.9 million compared with a loss of $.9 million in the 1994 third
quarter. For the 1995 nine month period, the loss from continuing operations
totaled $3.4 million compared with a loss of $1.3 million in the 1994 nine
month period.
Discontinued Operations
- - -----------------------
The Company's loss from discontinued operations totaled $4.3 million and $3.2
million for the 1994 third quarter and nine months, respectively. The Company
recognized a loss on the disposal of Ideal of approximately $38.3 million in
the 1994 third quarter.
Extraordinary Charge
- - --------------------
The Company recognized a $6.6 million extraordinary charge, without tax
benefit, in the 1994 third quarter as a result of the early retirement of debt.
Net Loss
- - --------
The Company's net loss for the 1995 third quarter totaled $1.9 million compared
with a loss of $50.2 million in the 1994 third quarter. For the 1995 nine
month period, the net loss totaled $3.4 million compared with a loss of $49.6
million in the 1994 nine month period.
B. Liquidity and Capital Resources
-------------------------------
On May 20, 1994, the Company completed a financial restructuring which was
undertaken to modify the Company's capital structure to facilitate the growth
of its domestic businesses by reducing cash interest expense until June 1, 1999
and increasing the Company's liquidity. As part of the restructuring, the
Company exchanged $50 million of its 13-3/4% Senior Subordinated Notes due 1999
(the Subordinated Notes) for $50 million initial accreted value of 12-3/4%
Senior Secured Deferred Coupon Notes due 2004 (the Deferred Coupon Notes).
Approximately $48.8 million of the Subordinated Notes remain outstanding. The
Deferred Coupon Notes have no cash interest requirements until June 1, 1999.
As a result of the exchange, the Company's cash interest requirements have been
significantly reduced for five years. In addition, the $50 million of
Subordinated Notes exchanged can be used to satisfy the Company's mandatory
sinking fund requirements with respect to such issue and, as such, the $20
million mandatory sinking fund payments due on June 1, 1996 and 1997 have been
satisfied and the mandatory sinking fund payment due on June 1, 1998 has been
reduced to $8.8 million. The Company is, however, required to make mandatory
sinking fund payments of $17.0 million on each of September 1, 1996 and 1997
with respect to its Senior Secured Notes due 1998.
11
<PAGE> 12
As part of the restructuring, the Company's indirect subsidiaries Barnett Inc.,
Waxman Consumer Products Group Inc. and WOC Inc. (the Operating Companies)
entered into a $55 million, four-year, secured credit facility with an
affiliate of Citibank, N.A., as agent for certain financial institutions. The
secured credit facility, which has an initial term of three years, will be
extended for an additional year if the Company's Senior Secured Notes due 1998
have been repaid on or before March 1997. The secured credit facility is
subject to borrowing base formulas and prohibits dividends and distributions by
the Operating Companies except in certain limited instances. At March 31,
1995, availability under the secured credit facility totaled approximately $7.5
million.
Also, as part of the restructuring, the Operating Companies entered into a
$15.0 million three-year term loan with Citibank, N.A., as agent for certain
financial institutions. A one-time fee of 1.0% of the principal amount
outstanding under the term loan was paid on November 20, 1994 as such loan was
not repaid by such date. The term loan will be required to be prepaid if a
refinancing is completed which is sufficient to retire the Subordinated Notes,
the Senior Secured Notes and the term loan.
A one-time fee of 1.0% of the outstanding principal amount of the Senior
Secured Notes was paid in January 1995 as such notes were not retired before
December 31, 1994.
The Company does not have any commitments to make substantial capital
expenditures. However, the Company is considering opening up to 4 Barnett
warehouses over the next twelve months. The average cash cost to open a
Barnett warehouse is approximately $0.5 million, including $250 for inventory
and approximately $250 for fixed assets, leasehold improvements and startup
costs.
The Company is continually reviewing its operations and exploring alternatives
to further enhance its profitability. One of the alternatives actively being
reviewed is the downsizing of Consumer Products' distribution network from four
locations to three. The Company currently anticipates that it will record a
restructuring charge in the fourth quarter relating to this downsizing.
Although the amount of any such charge cannot be reasonably estimated at the
current time, management believes that the impact on the Company's operations
would not be material.
The Company currently has no significant mandatory sinking fund requirements
for fiscal 1995. Commencing March 1995, the Company was required to make
quarterly principal payments of $1.0 million under its Domestic Term Loan. In
addition, the Company is required to make mandatory sinking fund payments of
$17.0 million relating to its Senior Secured Notes on each of September 1, 1996
and 1997. The Company is also required to make a mandatory sinking fund
payment of $8.8 million relating to its Senior Subordinated Notes on June 1,
1998.
As a result of the issuance of the Deferred Coupon Notes, which significantly
reduces cash interest requirements until June 1, 1999, the Company believes
that funds generated from operations along with funds available under the
Company's revolving credit facility will be sufficient to satisfy the Company's
liquidity requirements (including the term loan principal payments) until
September 1, 1996, the date the first mandatory sinking fund payment is due.
In order to eliminate and/or satisfy such mandatory sinking fund obligations,
and to decrease the Company's high degree of leverage, the Company will have to
obtain a significant infusion of funds either through additional debt
refinancing transactions or the sale of equity and/or assets. Although the
Company is actively exploring its various alternatives, it has not yet
committed to any specific course of action or transaction.
12
<PAGE> 13
Discussion of Cash Flows
- - ------------------------
For the 1995 nine month period, the Company's continuing operations generated
$2.5 million of cash flow from operations which included a use of $5.4 million
of cash for increased working capital. Working capital has increased as a
result of the Company's higher sales levels and increased business activity.
Cash flow used for investments totaled $3.8 million, the majority of which
related to capital expenditures. Financing activities generated approximately
$1.7 million of cash flow as the Company increased amounts outstanding under
its revolving credit facilities.
PART II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit 27 - Financial Data Schedule
b. There were no reports on Form 8-K filed during the quarter.
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.
WAXMAN INDUSTRIES, INC.
-----------------------
Registrant
Date: May 10, 1994 By: /s/ Neal R. Restivo
---------------------------------
Neal R. Restivo
Senior Vice President, Finance and
Chief Financial Officer (principal
financial and accounting officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000105096
<NAME> WAXMAN INDUSTRIES, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> MAR-31-1995
<CASH> 2,181
<SECURITIES> 0
<RECEIVABLES> 38,215
<ALLOWANCES> 0
<INVENTORY> 82,830
<CURRENT-ASSETS> 128,530
<PP&E> 17,579
<DEPRECIATION> 17,721
<TOTAL-ASSETS> 187,426
<CURRENT-LIABILITIES> 32,409
<BONDS> 140,673
<COMMON> 118
0
0
<OTHER-SE> (41,310)
<TOTAL-LIABILITY-AND-EQUITY> 187,426
<SALES> 177,162
<TOTAL-REVENUES> 177,162
<CGS> 115,412
<TOTAL-COSTS> 45,908
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,096
<INCOME-PRETAX> (3,254)
<INCOME-TAX> 150
<INCOME-CONTINUING> (3,404)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,404)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> (.29)
</TABLE>
