<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
SEPTEMBER 30, 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)
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<S> <C>
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)
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(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 __
9,522,083 shares of Common Stock, $.01 par value, and 2,215,079 shares of Class
B Common Stock, $.01 par value, were issued and outstanding as of November 9,
1995.
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INDEX
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
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PAGE
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PART I. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Income - Three Months
Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets - September 30, 1995
and June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-5
Consolidated Statements of Cash Flows - Three Months
Ended September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Financial Statements -
September 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . 9-12
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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2
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
--------------------
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WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Three Months Ended September 30, 1995 and 1994
(In Thousands, Except Per Share Data)
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Net sales $ 40,292 $ 37,093
Cost of sales 27,189 25,159
--------- ---------
Gross profit 13,103 11,934
Operating expenses 10,099 9,136
--------- ---------
Operating income 3,004 2,798
Other income, net 345 272
Interest expense, net (5,124) (4,729)
--------- ---------
Loss from continuing operations
before income taxes (1,775) (1,659)
Provision for income taxes 142 50
--------- ---------
Loss from continuing operations (1,917) (1,709)
Income from discontinued
operations - 1,157
--------- ---------
Net loss $ (1,917) $ (552)
========= =========
Primary and fully diluted earnings
(loss) per share:
From continuing operations $ (.16) $ (.15)
Income from discontinued operations - .10
--------- ---------
Net loss $ (.16) $ (.05)
========= =========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
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3
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<TABLE>
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1995 and June 30, 1995
(In Thousands)
ASSETS
<CAPTION>
September 30, June 30,
1995 1995
(Unaudited) (Audited)
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<S> <C> <C>
CURRENT ASSETS:
Cash $ 375 $ 1,496
Accounts receivable, net 22,315 22,346
Inventories 38,454 38,436
Prepaid expenses 2,081 1,956
Net assets of discontinued operations 52,316 53,865
-------- --------
Total current assets 115,541 118,099
-------- --------
PROPERTY AND EQUIPMENT:
Land 1,163 1,097
Buildings 9,715 9,645
Equipment 15,260 14,781
-------- --------
26,138 25,523
Less accumulated depreciation and amortization (13,247) (12,641)
-------- --------
Property and equipment, net 12,891 12,882
-------- --------
COST OF BUSINESSES IN EXCESS OF
NET ASSETS ACQUIRED, NET 16,011 16,131
OTHER ASSETS 13,389 13,548
-------- --------
$157,832 $160,660
======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
</TABLE>
4
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WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 1995 and June 30, 1995
(In Thousands, Except Per Share Amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
September 30, June 30,
1995 1995
(Unaudited) (Audited)
------------ ---------
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 4,424 $ 4,424
Senior Secured Notes, to be retired with proceeds
from the sale of Consumer Products 38,814 38,786
Accounts payable 16,239 16,258
Accrued liabilities 3,757 3,875
-------- --------
Total current liabilities 63,234 63,343
-------- --------
LONG-TERM DEBT, NET OF CURRENT PORTION 51,486 54,089
SENIOR SECURED DEFERRED COUPON NOTES 56,741 54,875
SENIOR SUBORDINATED NOTES 48,750 48,750
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 9,522
at September 30, 1995 and 9,495 at June 30, 1995 95 95
Class B common stock, $.01 par value per share:
Authorized 6,000 shares; Issued 2,215
at September 30, 1995 and 2,217 at June 30, 1995 23 23
Paid-in capital 21,098 21,098
Retained deficit (83,315) (81,398)
-------- --------
(62,099) (60,182)
Cumulative currency translation adjustments (280) (215)
-------- --------
Total stockholders' equity (deficit) (62,379) (60,397)
-------- --------
$157,832 $160,660
======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these balance sheets.
</TABLE>
5
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<TABLE>
WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended September 30, 1995 and 1994
(In Thousands)
<CAPTION>
1995 1994
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<S> <C> <C>
CASH FROM (USED FOR):
OPERATIONS
Loss from continuing operations $ (1,917) $ (1,709)
Adjustments to reconcile loss
from continuing operations to
net cash provided by (used for)
continuing operations:
Non-cash interest 1,803 1,594
Depreciation and amortization 1,287 1,151
Changes in assets and liabilities:
Accounts receivable, net 31 (356)
Inventories (18) (155)
Prepaid expenses (125) 120
Accounts payable (19) (711)
Accrued liabilities (118) (884)
-------- --------
Net cash provided by (used for)
continuing operations 924 (950)
Income from discontinued operations - 1,157
Change in net assets of
discontinued operations 1,549 (3,218)
Other, net (65) 61
-------- --------
Net cash provided by (used for) operations 2,408 (2,950)
-------- --------
INVESTMENTS:
Capital expenditures, net (635) (724)
Change in other assets (285) (58)
-------- --------
Net cash used for investments (920) (782)
-------- --------
FINANCING:
Net borrowings (repayments) under credit agreements (1,492) 4,706
Repayments of long-term debt (117) (110)
Repayment of term loan (1,000) -
-------- --------
Net cash provided by (used for) financing (2,609) 4,596
-------- --------
NET INCREASE (DECREASE) IN CASH (1,121) 864
BALANCE, BEGINNING OF PERIOD 1,496 981
-------- --------
BALANCE, END OF PERIOD $ 375 $ 1,845
======== ========
The accompanying Notes to Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
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WAXMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 three months ended September 30,
1995 are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 1996 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, 1995 as amended by amendments on Form 10-K/A and 10-K/A-1 filed
with the Securities and Exchange Commission on October 11, and November 2,
respectively.
1. BUSINESS
The Company believes that it is one of the leading suppliers of
plumbing products to the repair and remodeling market in the United
States. The Company distributes plumbing, electrical and hardware
products to over 49,000 customers in the United States, including
plumbing and electrical repair and remodeling contractors and
independent retailers.
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 1995 amounts
have been reclassified to conform with the fiscal 1996 presentation,
including a restatement to reflect the discontinued operations of
Waxman Consumer Products Group Inc. ("Consumer Products").
3. DISCONTINUED OPERATIONS
In August 1995, the Company announced that it had decided to sell its
Consumer Products business to enhance the Company's capital structure
and allow the Company to concentrate on its faster growing Barnett
Inc. telemarketing and mail order business. Also in August 1995, the
Company entered into a letter of intent to sell, for $50 million in
cash, its Consumer Products business, together with certain supporting
operations, to a group consisting of HIG Capital Management of Miami,
Florida along with certain members of Consumer Product's existing
management team. The letter of intent further contemplated that the
Company would retain an approximate 25% economic interest in Consumer
Products on a going forward basis. The Company expects that it will
account for any remaining interest under the cost method as the
interest it will retain will not allow it to exercise significant
influence over Consumer Products in the future. See "Liquidity and
Capital Resources" for further
7
<PAGE> 8
discussion of Consumer Products. Consumer Products is reported as a
discontinued operation and the consolidated financial statements have
been reclassified to report separately Consumer Products' net assets
and results of operations.
4. EARNINGS PER SHARE
Primary earnings per share have been computed based on the weighted
average number of shares outstanding which totaled 11,722 and 11,712
for the three months ended September 30, 1995 and 1994, respectively.
5. 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 September 30, 1995 represents a provision for
state and foreign taxes.
The Company currently has approximately $75.0 million of available
domestic net operating loss carryforwards which expire through 2010.
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.
6. SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments during the three months ended September 30, 1995 and
1994 included income taxes of $208 and $183, and interest of $3,795
and $3,488, respectively.
8
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
A. RESULTS OF OPERATIONS
NET SALES
Net sales for the 1996 first quarter totaled $40.3 million, compared to $37.1
million in the 1995 first quarter, an increase of 8.6%. The net sales
increases are primarily the result of the continued growth of the Company's
Barnett subsidiary. Barnett's net sales increased 13.4% from $25.4 million in
the 1995 first quarter to $28.9 million in the 1996 first quarter. Most of the
growth at Barnett can be attributed to increased volume from existing customers
as well as an increased customer base. The Company's other operations
experienced a small 1.8% decrease in net sales from $11.7 million in the 1995
first quarter to $11.4 million in the 1996 first quarter.
GROSS PROFIT
The Company's gross margins increased from 32.2% in the 1995 first quarter to
32.5 % in the 1996 first quarter. The slight increase in gross margin is
primarily the result of improved performance at a Mexican subsidiary.
OPERATING EXPENSES
Operating expenses for the 1996 first quarter were $10.1 million or 25.1% of
net sales, an increase from the $9.1 million or 24.6% of net sales in the 1995
first quarter. The increase is primarily due to Barnett and is in line with
its sales increases. Barnett continues to add telemarketers, systems and incur
other costs in order to support its sales growth.
OPERATING INCOME
The Company's operating income for the 1996 first quarter totaled $3.0 million
or 7.5% of net sales, an increase of 7.4% from the $2.8 million or 7.5% of net
sales in the 1995 first quarter. The increase is primarily the result of the
above mentioned net sales increases.
INTEREST EXPENSE
The Company's total interest expense of $6.7 million for the 1996 first
quarter, which includes $5.1 million of interest expense attributed to
continuing operations, increased from the $6.1 million of total interest
expense, which includes $4.7 million attributed to continuing operations, in
the 1995 first quarter. Average borrowings outstanding (including discontinued
operations) increased from $196.7 million in the 1995 first quarter to $206.1
in the 1996 first quarter. The increase in average borrowings outstanding is
due to increased working capital needs relating to the growth of the Company's
operations and debt service requirements which include interest payments and
accretion of the Company's Senior Secured Deferred Coupon Notes. Interest
expense of $1.5 million for the 1996 first quarter was allocated to
discontinued operations based on debt which was specifically attributed to the
discontinued operations. This expense has been charged against the reserve for
loss on disposal which was recorded in the 1995 fourth quarter. Interest
expense of $1.4 million is included in the income from discontinued operations
for the 1995 first quarter.
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INCOME TAXES
In accordance with the provisions of SFAS 109, the Company is unable to benefit
losses in the current year. The Company has approximately $75 million of
available domestic net operating loss carryforwards which expire through 2010,
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 1996 first quarter
totaled $1.9 million or $.16 per share compared to $1.7 million or $.15 per
share for the 1995 first quarter.
DISCONTINUED OPERATIONS
The loss from discontinued operations for the 1996 first quarter of $.3 million
has been charged against the reserve for loss on disposal which was recorded in
the fourth quarter of fiscal 1995. The income from discontinued operations
totaled $1.2 million in the 1995 first quarter or $.10 per share. The 1995
first quarter results were positively impacted by the expansion of the Consumer
Product's business with several of its large customers. Opening orders for
this additional business were shipped during the 1995 first quarter.
NET LOSS
The Company's net loss for the 1996 first quarter totaled $1.9 million or $.16
per share, compared to a net loss of $.6 million or $.05 per share for the 1995
first quarter.
B. LIQUIDITY AND CAPITAL RESOURCES
One of the primary goals of management is to improve the capital structure of
the Company thereby creating a structure that will better support the long term
growth of the Company and generally provide the Company with greater operating
and financial flexibility.
The terms of the Company's 12-1/4% and Floating Rate Senior Secured Notes due
1998 (the "Senior Secured Notes") require mandatory sinking fund payments of
$17 million on each of September 1, 1996 and September 1, 1997. Management's
current projections indicate that there will not be sufficient cash flow from
operations to make the September 1, 1996 sinking fund payment. The terms of
the Senior Secured Notes require the Company to offer to purchase the Senior
Secured Notes at a redemption price of 102% of the principal amount thereof
plus accrued interest with the net cash proceeds from certain asset sales,
including any sale of Consumer Products. The Company intends to use the net
proceeds from the sale of Consumer Products to offer to purchase the Senior
Secured Notes at 102% of the principal amount thereof plus accrued interest
and, to the extent Senior Secured Notes are not tendered pursuant to such offer
to purchase or if such offer to purchase is not made, defease such Senior
Secured Notes pursuant to the terms of the Senior Secured Note Indenture. The
terms of the Company's existing Credit Agreement require the net cash proceeds
from the Consumer Products sale to be used to prepay amounts owing thereunder.
Accordingly, in connection with the sale of Consumer Products, the Company
intends to use the cash proceeds from such sale not used to retire the Senior
Secured Notes to repay amounts due under the Credit Agreement and to refinance
the remaining balance due under the Credit Agreement using proceeds from a new
secured credit facility (the "New Credit Agreement"). If the Company is not
able, prior to September 1, 1996, to enter into the New Credit Agreement and
sell Consumer Products
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for sufficient net cash proceeds to retire the Senior Secured Notes and,
together with borrowings under the New Credit Agreement, to pay all amounts
owing under the Credit Agreement, the Company will have to obtain a significant
infusion of funds either through an additional debt financing transaction or
the sale of equity and/or assets prior to September 1, 1996. There can be no
assurance any such transaction or sale will be able to be consummated prior to
September 1, 1996 or as to the terms and conditions of any such transaction or
sale which may be so consummated. If the Company is not otherwise able to make
the September 1, 1996 sinking fund payment, there would be an event of default
under the indenture which the Senior Secured Notes were issued, which event of
default could result in the holders of the Senior Secured Notes foreclosing
upon the collateral securing the Senior Secured Notes. Such an event of
default would also cause an event of default under all of the Company's other
outstanding indebtedness as well as under the Credit Agreement.
On August 28, 1995, the Company entered into a letter of intent for the sale of
the Consumer Products business, together with certain supporting operations and
certain home center accounts currently serviced by Barnett to a group
consisting of HIG Capital Management ("HIG") of Miami, Florida along with
certain members of Consumer Products' existing management team for an aggregate
cash purchase price of $50 million plus other consideration which will give the
Company approximately a 25% economic interest in Consumer Products on a going
forward basis. While the letter of intent has terminated pursuant to its
terms, the Company and HIG are currently negotiating the terms of a definitive
purchase agreement with respect to the above-referenced transaction. There can
be no assurance that the Company will be able to consummate the sale of
Consumer Products prior to September 1, 1996 or as to the terms and conditions
of any such sale so consummated. The Company intends to continue pursuing a
sale of Consumer Products in the event that the transaction with HIG is not
consummated.
The Company through its wholly owned subsidiary, Waxman USA Inc. currently
intends to offer to exchange for $48.75 million principal amount of the
Company's outstanding 13-3/4% Senior Subordinated Notes due 1999 (the "Senior
Subordinated Notes"), a like principal amount of Waxman USA Senior Subordinated
Notes due 2001 (the "Exchange Securities") and in connection therewith to
solicit consent to certain amendments to the indenture pursuant to which the
Senior Subordinated Notes were issued (the "Exchange Offer"). Although the
terms of the Exchange Offer have not been finalized, the Company expects that
the Exchange Offer, if consummated, will decrease the Company's cash interest
burden and will extend the maturity of the Senior Subordinated Notes exchanged
in the Exchange Offer by several years. It is currently contemplated that
the Exchange Securities will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration of an applicable exemption from such registration requirements.
There can be no assurance that the Company will be successful in obtaining the
consents of the requisite holders of the Senior Subordinated Notes necessary to
effectuate the Exchange Offer. In addition, it is contemplated that the
Exchange Offer may be completed by the Company only if certain conditions occur
including the sale of Consumer Products and the Company entering into a New
Credit Agreement.
As part of the May 1994 financial restructuring, the Company's indirect
subsidiaries Barnett Inc. ("Barnett"), Consumer Products, 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 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 September 30,
1995, availability under the secured credit facility totaled approximately $7.1
million.
11
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Also, as part of the May 1994 financial restructuring, the Operating
Companies entered into a $15.0 million three-year term loan with Citibank,
N.A., as agent for certain financial institutions. The term loan will be
required to be prepaid if a refinancing is completed which is sufficient to
retire the Senior Subordinated Notes, the Senior Secured Notes and the term
loan. Principal payments on the term loan of $1.0 million each are required
quarterly. In May 1995, the Company entered into an amendment to the term loan
agreement which amended the quarterly principal payment dates to the first day
of July, October, January and April beginning July 1, 1995. At September 30,
1995, $13.0 million remained outstanding under the Term Loan.
In September 1995, the Company entered into an amendment to the Credit
Agreement and Term Loan which amended certain definitions contained therein to
eliminate the impact of the expected loss on disposal of Consumer Products as
well as a warehouse closure charge from the financial covenant calculations.
In addition, the amendment modified certain of the financial covenants to
provide that future compliance will not be negatively impacted by the results
of Consumer Products. However, in connection with the sale of Consumer
Products, the Company intends to repay the portion of the Credit Agreement
which relates to Consumer Products and refinance the remaining balances using
proceeds from a New Credit Agreement. The terms of such New Credit Agreement
are currently being negotiated. The Company expects to incur an extraordinary
charge upon the refinancing of the Credit Facility and Term Loan which
primarily will represent the accelerated amortization of unamortized debt
issuance costs which were $2.4 million at September 30, 1995.
The Company does not have any commitments to make substantial capital
expenditures. Subject to the availability of working capital, the Company
currently contemplates opening two to three Barnett warehouses over the next
twelve months. The average cash cost to open a Barnett warehouse is
approximately $0.5 million, including $250,000 for inventory and approximately
$250,000 for fixed assets, leasehold improvements and startup costs.
Assuming the sale of the Consumer Products business is consummated and
the Company is able to extend and/or refinance the Credit Agreement and
complete the Exchange Offer, the Company believes that funds generated from
operations along with the funds available under a credit facility will be
sufficient to satisfy the Company's liquidity requirements until December 1,
1999 (the date that cash interest becomes payable by the Company under the
Deferred Coupon Notes). There can be no assurance that the Company will be able
to pay cash interest on the Deferred Coupon Notes commencing in June 1999 or
that the Company will be able to refinance the Deferred Coupon Notes.
DISCUSSION OF CASH FLOWS
For the 1996 first quarter, the Company's continuing operations provided $.9
million of cash flow from operations . Cash flow used for investments totaled
$.9 million, the majority of which related to capital expenditures. Financing
activities used approximately $2.6 million of cash flow as the Company
decreased amounts outstanding under its revolving credit facilities of $1.5
million and paid a $1.0 million principal payment under its term loan.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit 27 - Financial Data Schedule
b. There was a report on Form 8-K filed on September 5, 1995 which
reported the issuance by the Company of a press release issued with
respect to the intended sale of Consumer Products.
12
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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: November 13, 1995
By: Andrea Luiga
___________________________________
Andrea Luiga
Chief Financial Officer (principal
financial and accounting officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000105096
<NAME> WAXMAN INDUSTRIES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 375
<SECURITIES> 0
<RECEIVABLES> 22,315
<ALLOWANCES> 0
<INVENTORY> 38,454
<CURRENT-ASSETS> 115,541
<PP&E> 26,138
<DEPRECIATION> 13,247
<TOTAL-ASSETS> 157,832
<CURRENT-LIABILITIES> 63,234
<BONDS> 156,977
<COMMON> 118
0
0
<OTHER-SE> (62,497)
<TOTAL-LIABILITY-AND-EQUITY> 157,832
<SALES> 40,292
<TOTAL-REVENUES> 40,292
<CGS> 27,189
<TOTAL-COSTS> 10,099
<OTHER-EXPENSES> (345)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,124
<INCOME-PRETAX> (1,775)
<INCOME-TAX> 142
<INCOME-CONTINUING> (1,917)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,917)
<EPS-PRIMARY> (0.16)
<EPS-DILUTED> (0.16)
</TABLE>
