<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Judiciary Plaza, 450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 1996 COMMISSION FILE NO. O-2655
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DIXON TICONDEROGA COMPANY
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-0973760
- --------------------------------- ---------------------------------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
195 International Parkway, Heathrow, FL 32746
- ---------------------------------------------------------------------------
(Address of principal executive offices) Zip Code
(407) 829-9000
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 period 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 close of the period covered by this report.
Class Outstanding as of March 31, 1996
- ---------------------------- ----------------------------------------
Common Stock $1 par value 3,205,538
<PAGE> 2
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
------------------------------------------
INDEX
-----
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Information
Consolidated Balance Sheets --
March 31, 1996 and September 30, 1995 3-4
Consolidated Statements of Operations --
For The Three Months and Six Months Ended
March 31, 1996 and 1995 5-6
Consolidated Statements of Cash Flows --
For The Six Months Ended March 31, 1996 and 1995 7-8
Notes to Consolidated Financial Statements 9-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 16
<PAGE> 3
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1. DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
- ------- CONSOLIDATED BALANCE SHEETS
March 31, September 30,
1996 1995
------------ -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,646,056 $ 1,513,622
Receivables, less allowance for
doubtful accounts of $512,951
at March 31, 1996 and $796,715
at September 30, 1995 18,182,021 18,202,541
Inventories 34,660,407 32,638,385
Assets held for sale 227,515 436,306
Other current assets 2,726,153 2,254,101
----------- -----------
Total current assets 57,442,152 55,044,955
----------- -----------
PROPERTY, PLANT and EQUIPMENT:
Land and buildings 15,424,467 12,908,945
Machinery and equipment 15,573,358 16,986,408
Furniture and fixtures 843,131 902,043
----------- -----------
31,840,956 30,797,396
Less accumulated depreciation (16,740,297) (17,229,617)
----------- -----------
15,100,659 13,567,779
OTHER ASSETS 1,610,280 1,545,110
----------- -----------
$74,153,091 $70,157,844
=========== ===========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
March 31, September 30,
1996 1995
------------ -------------
<S> <C> <C>
CURRENT LIABILITIES:
Notes payable $24,039,012 $17,877,665
Current maturities of long-term debt 4,563,653 4,587,016
Accounts payable 6,024,833 5,280,884
Accrued liabilities 7,855,253 8,388,309
----------- -----------
Total current liabilities 42,482,751 36,133,874
----------- -----------
LONG-TERM DEBT 14,025,000 14,540,884
----------- -----------
DEFERRED INCOME TAXES AND OTHER 1,169,443 1,177,288
----------- -----------
MINORITY INTEREST 2,843,518 3,073,375
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, par $1, authorized
100,000 shares, none issued --- ---
Common stock, par $1, authorized
8,000,000 shares; issued 3,460,685
shares as of March 31, 1996 and
3,448,466 as of September 30, 1995 3,460,685 3,448,466
Capital in excess of par value 2,194,438 2,166,329
Retained earnings 11,537,128 12,640,762
Cumulative translation adjustment (2,624,092) (2,087,354)
----------- -----------
14,568,159 16,168,203
Less - treasury stock, at cost
(255,147 shares) (935,780) (935,780)
----------- -----------
13,632,379 15,232,423
----------- -----------
$74,153,091 $70,157,844
=========== ===========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE> 5
<TABLE>
<CAPTION>
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES $20,621,643 $19,371,467 $41,567,364 $40,764,218
----------- ----------- ----------- -----------
COST AND EXPENSES:
Cost of goods sold 14,174,273 12,558,197 28,464,045 27,001,959
Selling and
administrative
expenses 5,431,809 5,190,580 11,107,963 10,766,324
----------- ----------- ----------- -----------
19,606,082 17,748,777 39,572,008 37,768,283
----------- ----------- ----------- -----------
OPERATING INCOME 1,015,561 1,622,690 1,995,356 2,995,935
LITIGATION AND
RELATED COSTS 2,039,000 -- 2,039,000 --
INTEREST EXPENSE 790,444 838,219 1,404,859 1,594,300
----------- ----------- ----------- -----------
INCOME (LOSS) FROM
CONTINUING OPERATIONS
BEFORE INCOME TAXES AND
MINORITY INTEREST (1,813,883) 784,471 (1,448,503) 1,401,635
INCOME TAXES (BENEFIT) (686,305) 282,540 (585,658) 520,465
----------- ----------- ----------- -----------
(1,127,578) 501,931 (862,845) 881,170
MINORITY INTEREST 126,681 331,577 240,791 389,359
----------- ----------- ----------- -----------
INCOME (LOSS) FROM
CONTINUING OPERATIONS (1,254,259) 170,354 (1,103,636) 491,811
DISCONTINUED
OPERATIONS -- (30,178) -- (49,679)
----------- ----------- ----------- -----------
NET INCOME (LOSS) ($1,254,259) $ 140,176 ($1,103,636) $ 442,132
=========== =========== =========== ===========
<PAGE> 6
EARNINGS (LOSS) PER
COMMON SHARE:
Continuing operations $ (.39) $ .05 $ (.34) $ .16
Discontinued operations -- (.01) -- (.02)
---------- ---------- ----------- -----------
Net income (loss) $ (.39) $ .04 $ (.34) $ .14
=========== =========== =========== ===========
WEIGHTED AVERAGE
SHARES OUTSTANDING 3,212,704 3,176,000 3,204,333 3,167,762
=========== =========== =========== ===========
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE> 7
<TABLE>
<CAPTION>
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations $(1,103,636) $ 491,811
Loss from discontinued operations -- (49,679)
Adjustment to reconcile income (loss) to
net cash provided by operating activities:
Depreciation and amortization 1,173,687 1,188,991
Deferred taxes 177,144 310,192
Income attributable to currency translation (32,234) (737,811)
Income attributable to minority interest 240,791 389,359
Changes in assets and liabilities:
Receivables, net (375,873) 808,317
Inventories (2,568,207) (5,224,884)
Other current assets (536,880) (381,113)
Accounts payable and accrued liabilities 278,729 (3,317,749)
Condominiums -- (10,906)
Other assets 2,302 (166,997)
----------- -----------
Net cash provided by (used in) operations (2,744,177) (6,700,469)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment, net (2,706,299) (648,953)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes payable 6,198,564 6,952,871
Principal reductions of long-term debt (553,422) (502,843)
Exercise of stock options 40,328 98,814
Other non-current liabilities (1,809) (11,283)
----------- -----------
Net cash provided by (used in)
financing activities 5,683,661 6,537,559
----------- -----------
Effect of exchange rate changes on cash (100,751) (495,373)
----------- -----------
<PAGE> 8
Net increase (decrease) in cash and
cash equivalents 132,434 (1,307,236)
Cash and cash equivalents,
beginning of period 1,513,622 1,822,764
----------- -----------
Cash and cash equivalents,
end of period $1,646,056 $ 515,528
=========== ===========
Supplemental Disclosures:
Cash paid during the period:
Interest (net of amount capitalized) $1,368,444 $1,560,901
Income taxes 198,567 1,292,542
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
<PAGE> 9
DIXON TICONDEROGA COMPANY AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The condensed consolidated financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Registrant's latest annual report on Form 10-K. In the
opinion of the Registrant, all adjustments (solely of a normal recurring
nature) necessary to present fairly the financial position of the Dixon
Ticonderoga Company and subsidiaries as of March 31, 1996 and the results of
their operations and cash flows for the six months ended March 31, 1996 and
1995, have been included. The results of operations for such interim periods
are not necessarily indicative of the results for the entire year.
Certain 1995 balances have been reclassified to conform to current-year
presentation.
2. INVENTORIES:
Since amounts for inventories under the LIFO method are based on annual
determinations of quantities and costs as of the end of the fiscal year, the
inventories at March 31, 1996 (for which the LIFO method of accounting are
used) are based on certain estimates relating to quantities and costs as of
year end.
Inventories consist of (in thousands):
March 31, September 30,
1996 1995
------------ -------------
Raw materials $13,892 $12,450
Work in process 5,309 4,462
Finished goods 15,459 15,726
------- -------
$34,660 $32,638
======= =======
3. EFFECT OF CERTAIN NEW ACCOUNTING PRONOUNCEMENTS:
The Financial Accounting Standards Board (FASB) issued Statement No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of." This statement, which must be adopted no later than
fiscal 1997, establishes accounting standards with respect to the impairment
of long-lived assets. Its adoption is not expected to materially affect the
future results of operations or financial position of the Company.
<PAGE> 10
In 1995, the FASB also issued Statement No. 123, "Accounting for Stock-Based
Compensation." The statement (effective for the Company in fiscal 1997)
would provide certain specific disclosures regarding the value of stock
option grants made in fiscal 1996 and thereafter. The Company does not
expect to adopt the compensation recognition provision of the Statement, and,
accordingly, it is not expected to materially affect the future results of
operations or financial position of the Company. The specific disclosures
required by the statement have not been calculated at this time.
4. ACCOUNTING FOR INCOME TAXES:
The difference between income taxes calculated at the U.S. statutory federal
income tax rate and the provision in the condensed consolidated financial
statements is primarily due to foreign income taxes and other permanent
items.
5. CONTINGENCIES:
The Company, in the normal course of business, is party in certain
litigation. Ongoing litigation includes a claim under New Jersey's
Environmental Clean-Up Responsibility Act (ECRA) by a 1984 purchaser of
industrial property from the Company. On April 24, 1996, a decision was
rendered by the Superior Court of New Jersey in Hudson County finding the
Company responsible for $1.94 million in certain environmental clean-up costs
relating to this matter. Including pre-judgment interest on the damage award,
it is estimated that the Company's exposure will not exceed approximately
$3.3 million. The Company continues to evaluate pursuing other responsible
parties for indemnification and/or contribution to the payment of this claim
(including its insurance carriers and a legal malpractice action against its
former attorneys) and is in the process of preparing and filing an appeal.
As a result of the judgment, a provision of approximately $2 million ($1.3
million, net of tax) has been recorded in the quarter ended March 31, 1996.
This amount is in addition to approximately $1.3 million ($800,000, net of
tax) provided in prior periods.
The Company has evaluated the merits of other litigation and believes their
outcome will not have a further material effect on the Company's future
results of operations or financial position.
The Company is aware of several environmental matters related to certain
facilities purchased or to be sold. The Registrant assesses the extent of
these matters on an ongoing basis. In the opinion of management (after
taking into account accruals), the resolution of these matters will not
materially affect the Company's future results of operations or financial
position.
In connection with the sale of a discontinued business in a previous year,
the Company guaranteed a loan to the buyer. The loan balance is
approximately $324,000 as of March 31, 1996. In the opinion of management,
the guarantee will not ultimately have any material effect on the Company's
future results of operations or financial position.
<PAGE> 11
6. DISCONTINUED OPERATIONS:
In September 1995, the Company disposed of its real estate operations, and
accordingly, the prior year operating results of the real estate segment have
been restated as discontinued operations. Revenues from discontinued
operations were not material.
<PAGE> 12
Item 2.
- -------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
REVENUES for the quarter ended March 31, 1996, increased $1,250,000 from
the same quarter last year. The changes by segment are as follows:
% Increase (Decrease)
---------------------
Increase Total Volume Price/Mix
---------- ----- ------ ---------
Consumer U.S. $571,000 6 6 --
Consumer Foreign 482,000 17 18 (1)
Graphite & Lubricants 61,000 2 2 --
Refractory 136,000 4 3 1
Revenue in Canada and Mexico decreased $40,000 and $145,000, respectively,
due to the decline of their local currencies' value compared to the U.S.
dollar. All segments showed increased revenues on higher volume during the
quarter.
Revenues increased $803,000 for the six months ended March 31, 1996, over
the same period last year. By segment, the changes are as follows:
% Increase (Decrease)
Increase ---------------------
(Decrease) Total Volume Price/Mix
---------- ----- ------ ---------
Consumer U.S. $131,000 1 2 (1)
Consumer Foreign 496,000 10 17 (7)
Graphite & Lubricants 180,000 3 4 (1)
Refractory (4,000) -- -- --
Revenue in Canada and Mexico decreased $59,000 and $646,000 due to the
decline of their currencies' value compared to the U.S. dollar. Price
increases in Mexico offset this decrease.
Revenues decreased $324,000 from the prior quarter ended December 31, 1995,
as follows:
% Increase (Decrease)
Increase ---------------------
(Decrease) Total Volume Price/Mix
---------- ----- ------ ---------
Consumer U.S. $(1,786,000) (14) (15) 1
Consumer Foreign 877,000 37 28 9
Graphite & Lubricants 314,000 10 10 --
Refractory 271,000 9 9 --
<PAGE> 13
The decrease in U.S. Consumer revenue reflects the historical trend where the
first quarter is positively impacted by holiday sales and certain educational
market sales. Foreign revenues, however, increased primarily due to Mexico's
educational market sales cycle and strengthening domestic demand.
OPERATING INCOME decreased $620,000 from the same quarter last year. Foreign
Consumer accounted for a decrease of $742,000 as the prior year quarter was
favorably impacted in Mexico by increased shipments to the U.S. and related
currency gains.
Operating income for the six months ended March 31, 1996, decreased
$1,015,000 from the same period last year. U.S. Consumer decreased $564,000
due principally to manufacturing inefficiencies related to more strict
inventory control practices and unfavorable purchased materials costs.
Moreover, deferral of certain educational market orders adversely affected
product mix and margin during the period. Foreign Consumer decreased
$634,000 due to the prior-year impact of increased shipments to the U.S. and
related currency gains, as mentioned above. Refractory increased $100,000 on
higher volume.
Operating income for the quarter increased $37,000 over the prior quarter.
INTEREST EXPENSE decreased $48,000 and $190,000 in the quarter and six months
ending March 31, 1996, from the comparable periods last year, on lower
average borrowings. Interest expense increased $175,000 over the first
quarter due to higher cyclical borrowings.
LITIGATION AND RELATED COSTS represents a pre-tax charge of $2,039,000
relating to a claim under New Jersey's Environmental Clean-Up Responsibility
Act (ECRA) by a 1984 purchaser of industrial property from the Company. On
April 24, 1996, a decision was rendered by the Superior Court of New Jersey
in Hudson County finding the Company responsible for $1.94 million in certain
environmental clean-up costs relating to this matter. The Company and its
legal counsel are disappointed that in its ruling, the Court allocated 100%
of the responsibility to the Company. In the Company's view, the prior
decision of the New Jersey Supreme Court in this case seems to require a more
equitable apportionment of damages between the plaintiffs and the Company.
Including pre-judgment interest on the damage award, it is estimated that the
Company's exposure will not exceed approximately $3.3 million. The Company
continues to evaluate pursuing other responsible parties for indemnification
and/or contribution to the payment of this claim (including its insurance
carriers and a legal malpractice action against its former attorneys) and is
in the process of preparing and filing an appeal. Also see Note 5 to
Consolidated Financial Statements.
INCOME TAXES (BENEFIT) reflects the respective changes in before tax income.
MINORITY INTEREST represents 49.9% of the net income of the consolidated
subsidiary, Dixon Ticonderoga de Mexico, S.A. de C.V. in each period
presented.
DISCONTINUED OPERATIONS in the prior-year periods represent the Company's
real estate segment that was disposed of in September 1995. Loss from
discontinued operations was $30,000 and $50,000 (net of tax benefits of
$10,000 and $20,000) for the three and six month periods ended March 31,
1995, respectively.
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
The financial condition of the Company has improved significantly over the
past two years, principally due to its recent operating success and the
completion of major financing initiatives. Cash flows from operating
activities for the first six months of 1996 improved by approximately $4
million over the prior-year period, due principally to more strict inventory
control practices. The Company traditionally builds inventory in this period
to service upcoming "back-to-school" shipments and this inventory increase
was approximately $2 million less in 1996 than the prior year. In addition,
the Company managed its accounts payable more effectively in 1996. These
improvements were partially offset by a small increase in accounts receivable
after accelerated collection practices in the fourth quarter of fiscal 1995.
Investing activities included approximately $2 million for the final costs
related to the construction of the Company's new corporate headquarters. The
total cost of the project was approximately $3.4 million with construction
costs to be financed through a separate fixed-rate permanent mortgage
arrangement. On an interim basis, these costs have been financed through a
construction loan (approximately $2.65 million), included in notes payable in
the accompanying financial statements. The Company also intends to finance
certain strategic manufacturing equipment (in the amount of $2.8 million)
under a long-term lease arrangement commencing in late 1996. Generally, all
other major capital projects are discretionary in nature and thus no material
purchase commitments exist. Other capital expenditures will include
customary projects, and will continue to be funded from operations and
existing financing arrangements.
The Company completed major financing activities during the past two years.
In 1994, the Company successfully completed primary financing arrangements
(in the initial amount of $35 million) with a new bank lender, to refinance
certain short-term obligations and provide additional working capital. An
additional seasonal $5 million in the working capital line of credit was
added in 1995. Also in 1995, the interest rate under these facilities was
reduced and the Company executed interest rate "swap" agreements to
effectively fix its interest rate on approximately $13 million of this debt
at approximately 8.8%. The related revolving credit facility provides, under
certain circumstances, for the payment of additional subordinated debt
obligations (discussed below). The Company is in discussions with its
primary lender to increase its facilities to meet its short-term needs and to
ultimately complete new financing arrangements totaling approximately $48
million with participating institutions. The recent legal decision against
the Company as discussed above and in Note 5 to Consolidated Financial
Statements, created defaults under the current agreement. Further, due to
the charges related to the decision and capital expenditure activities, the
Company is presently not in compliance with certain fixed charge coverage and
net worth provisions of the current agreement. The Company has received a
waiver of compliance for these provisions and a waiver of the defaults. At
March 31, 1996, the Company had approximately $4 million of unused lines of
credit available under its current financing arrangement.
The Company also has $10.3 million of Senior Subordinated Notes remaining
outstanding with several insurance companies. The note agreement, as
amended, provides for the payment of approximately $3.3 million annually,
through August 1998, with the balance due August 1999. This agreement also
provides for the maintenance of certain financial covenants and ratios, with
<PAGE> 15
which the Company is presently in compliance. The revolving credit
agreements described above provided for the August 1994 and 1995 subordinated
note payments and a credit line reserve for the 1996 payment. The Company
intends to satisfy future subordinated note payments from funds provided by
operations and/or an infusion of new equity or debt. The Company is in the
process of raising $15 to $20 million of new subordinated debt through a
private placement transaction.
The new and existing sources of financing, financing strategies discussed
above and cash expected to be generated from future operations will, in
management's opinion, be sufficient to fulfill all current and anticipated
requirements of the Company's ongoing business.
<PAGE> 16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits - not applicable.
(b) Reports on Form 8-K:
The Company filed a current report on Form 8-K, dated April 30, 1996,
regarding the decision of a New Jersey court in the Company's long-
standing Dixon Venture lawsuit, which involves a claim under the
state's Environmental Clean-Up Responsibility Act (ECRA).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
DIXON TICONDEROGA COMPANY
Dated: May 15, 1996 By: /s/ Gino N. Pala
--------------------------
Gino N. Pala
Chairman of the Board,
President, Chief Executive
Officer and Director
Dated: May 15, 1996 By: /s/ Richard A. Asta
--------------------------
Richard A. Asta
Executive Vice President of
Finance and Chief Financial
Officer
Dated: May 15, 1996 By: /s/ John Adornetto
--------------------------
John Adornetto
Vice President/Corporate
Controller and Chief
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets, the Consolidated Statement of Operations and the
Consolidated Statement of Cash Flows, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,646,056
<SECURITIES> 0
<RECEIVABLES> 18,694,972
<ALLOWANCES> 512,951
<INVENTORY> 34,660,407
<CURRENT-ASSETS> 57,442,152
<PP&E> 31,840,956
<DEPRECIATION> 16,740,297
<TOTAL-ASSETS> 74,153,091
<CURRENT-LIABILITIES> 42,482,751
<BONDS> 0
<COMMON> 3,460,685
0
0
<OTHER-SE> 10,171,694
<TOTAL-LIABILITY-AND-EQUITY> 74,153,091
<SALES> 41,567,364
<TOTAL-REVENUES> 41,567,364
<CGS> 28,464,045
<TOTAL-COSTS> 28,464,045
<OTHER-EXPENSES> 11,107,963
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,404,859
<INCOME-PRETAX> (1,448,503)
<INCOME-TAX> (585,658)
<INCOME-CONTINUING> (1,103,636)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,103,636)
<EPS-PRIMARY> (.34)
<EPS-DILUTED> (.34)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets, the Consolidated Statement of Operations and the
Consolidated Statement of Cash Flows, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 515,528
<SECURITIES> 0
<RECEIVABLES> 18,139,343
<ALLOWANCES> 514,609
<INVENTORY> 32,538,978
<CURRENT-ASSETS> 53,106,669
<PP&E> 28,809,256
<DEPRECIATION> 16,621,162
<TOTAL-ASSETS> 67,458,301
<CURRENT-LIABILITIES> 31,330,710
<BONDS> 0
<COMMON> 3,447,966
0
0
<OTHER-SE> 10,713,498
<TOTAL-LIABILITY-AND-EQUITY> 67,458,301
<SALES> 40,764,218
<TOTAL-REVENUES> 40,764,218
<CGS> 27,001,959
<TOTAL-COSTS> 27,001,959
<OTHER-EXPENSES> 10,766,324
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,594,300
<INCOME-PRETAX> 1,401,635
<INCOME-TAX> 520,465
<INCOME-CONTINUING> 491,811
<DISCONTINUED> (49,679)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 442,132
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
