<PAGE> 1
<TABLE>
<S> <C>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1997
-----------------------------------------
OR
[s] 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 0-7428
CALIFORNIA MICROWAVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1668412
- - - -------- ----------
(State or other jurisdiction of Incorporation) (I.R.S. Employer Identification Number)
555 TWIN DOLPHIN DRIVE, REDWOOD CITY, CALIFORNIA 94065
- - - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 596-9000
--------------
- - - --------------------------------------------------------------------------------
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 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Classes Outstanding at October 31, 1997
- - - --------------------------- -------------------------------
Common Stock $.10 Par Value 16,526,422
</TABLE>
-1-
<PAGE> 2
Part I. Financial Information
Item 1. Financial Statements
CALIFORNIA MICROWAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30
-------------------------
1997 1996
-------- --------
<S> <C> <C>
Net Sales $ 64,427 $ 61,777
Cost of products sold 43,924 43,500
-------- --------
Gross margin 20,503 18,277
-------- --------
Expenses:
Research and development 4,630 4,686
Marketing and administration 10,804 10,567
Amortization of intangible assets 344 345
-------- --------
Total expenses 15,778 15,598
-------- --------
Operating income 4,725 2,679
Interest (expense) net (1,113) (1,332)
-------- --------
Income from continuing operations
before income taxes 3,612 1,347
Provision for income taxes 1,300 357
-------- --------
Income from continuing operations 2,312 990
Loss from discontinued operations - (2,863)
-------- --------
Net income (loss) $ 2,312 $ (1,873)
======== ========
Per share
Income from continuing operations $ .14 $ .06
Discontinued operations - (.18)
-------- --------
Net income $ .14 $ (.12)
======== ========
Average shares 16,495 16,133
Average shares and equivalents 16,814 16,229
(Thousands)
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
CALIFORNIA MICROWAVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited, See Note A)
<TABLE>
<CAPTION>
September 30 June 30
1997 1997
--------- ---------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,132 $ 4,974
Short-term investments 2,534 2,097
Refundable income taxes - 10,085
Accounts receivable 44,794 35,701
Inventories 47,553 50,353
Deferred tax assets 16,995 18,359
Prepaid expenses 2,109 1,391
Net current assets of discontinued operations 60,343 60,604
--------- ---------
Total current assets 176,460 183,564
--------- ---------
Net property, plant and equipment 24,412 22,812
Deferred tax assets 7,411 7,411
Intangible and other assets 32,287 33,534
Net long-term assets of discontinued operations 17,784 19,052
--------- ---------
$ 258,354 $ 266,373
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 334 $ 333
Accounts payable 22,011 26,681
Accrued income taxes 3,220 3,211
Other accrued liabilities 41,140 41,833
--------- ---------
Total current liabilities 66,705 72,058
--------- ---------
Long-term liabilities:
Long-term debt 3,063 9,101
Convertible subordinated notes 63,200 63,200
Other long-term liabilities 3,990 3,990
--------- ---------
Total long-term liabilities 70,253 76,291
--------- ---------
Stockholders' equity:
Common stock 1,650 1,641
Capital in excess of par value 94,287 93,249
Retained earnings 25,889 23,577
Unamortized restricted stock plan expense (430) (443)
--------- ---------
Total stockholders' equity 121,396 118,024
--------- ---------
$ 258,354 $ 266,373
========= =========
</TABLE>
A - The balance sheet at June 30, 1997 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
-3-
<PAGE> 4
CALIFORNIA MICROWAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30
1997 1996
-------- --------
<S> <C> <C>
Operating activities:
Net income $ 2,312 $ 990
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,092 2,250
Amortization of intangible assets 344 345
Deferred taxes 1,364 -
Debt issuance costs 73 53
Other (275) -
Net effect of changes in:
Accounts receivable (9,093) 1,511
Refundable income taxes 10,085 -
Inventories 2,800 6,654
Prepaid expenses (718) (70)
Accounts payable (4,670) (3,483)
Accrued income taxes 9 (1,932)
Other accrued liabilities 3,101 (3,119)
-------- --------
Net cash provided by continuing operations 7,424 3,199
Net cash used in discontinued operations (1,705) (4,667)
-------- --------
Net cash provided by (used in) operating activities 5,719 (1,468)
-------- --------
Investing activities:
Capital expenditures (2,785) (2,278)
Other (726) (81)
-------- --------
Net cash used in continuing operations investing activities (3,511) (2,359)
Net cash used in discontinued operations investing activities (60) (1,305)
-------- --------
Net cash used in investing activities (3,571) (3,664)
-------- --------
Financing activities:
Payments on long-term debt (37) (34)
Proceeds from issuance of common stock 1,047 1,330
Proceeds from (payments on) bank credit facilities (6,000) 3,500
-------- --------
Net cash provided by (used in) financing activities (4,990) 4,796
-------- --------
Net decrease in cash and cash equivalents (2,842) (336)
Cash and cash equivalents at beginning of year 4,974 4,560
-------- --------
Cash and cash equivalents at end of period $ 2,132 $ 4,224
======== ========
Cash paid during the period for:
Interest $ 321 $ 354
Income taxes -0- 864
</TABLE>
See accompanying notes
-4-
<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Note 1 - Basis of Presentation
The information at September 30, 1997, and for the three-month
periods ended September 30, 1997 and 1996, is unaudited, but
includes all adjustments (consisting only of normal recurring
adjustments) which the management of California Microwave, Inc.
believes are necessary for a fair presentation of the results for
the periods presented. Interim results are not necessarily
indicative of results for a full year. The condensed consolidated
interim financial statements should be read in conjunction with
the audited consolidated financial statements for the year ended
June 30, 1997, included in the California Microwave, Inc. 1997
Annual Report to Stockholders.
In February 1997, The Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be
adopted on December 31, 1997. At that time, the Company will be
required to change the method currently used to compute earnings
per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the
dilutive effect of stock options will be excluded. The impact is
expected to result in an increase in primary earnings per share
in those periods in which the Company has net income. The impact
on primary earnings per share for the quarter ended September 30,
1997 was not significant. The impact of Statement 128 on fully
diluted earnings per share is also not significant.
Note 2 - Discontinued Operations
In June 1997, the Company's Board of Directors adopted a formal
plan to sell two of its business units, Microwave Networks (MN)
and Satellite Transmission Systems (TTS).
Microwave Networks is a combination of Microwave Networks, Inc.
(MNI) acquired in May 1995, TeleSciences Transmission Systems,
Inc. (TTS) acquired in October 1993 and the digital radio product
line of Microwave Radio Corporation acquired in April 1992.
During the three months ended September 30, 1997 and 1996, the
discontinued operations of the Company incurred losses as shown
below:
<TABLE>
<CAPTION>
Three Months Ended
In thousands September 30
---------------------------
1997* 1996
---------- ----------
<S> <C> <C>
Loss from operation before tax benefit $ (3,294) $ (4,273)
Income tax benefit (1,087) (1,410)
---------- ----------
Net loss $ (2,207) $ (2,863)
========== ==========
</TABLE>
*The net loss for the period ended September 30, 1997, was accrued for at June
30, 1997, ($8,371,000) as part of the net loss on disposal. Losses until the
date of disposition of STS and MN will be charged to this accrual.
-5-
<PAGE> 6
Note 3 - Contingent Liabilities
On November 9, 1995, and December 12, 1995, two putative class
action lawsuits were filed in the United States District Court
for the Northern District of California. The plaintiffs in these
two cases, which have been consolidated, purport to represent a
class of all persons who purchased common stock of the Company
between September 6, 1994, and June 29, 1995 (the class period).
Named as defendants are the Company and certain of its former
executive officers. The Complaints allege that defendants
violated various federal securities laws through material
misrepresentations and omissions during the class period.
Defendants filed motions to dismiss the complaints, which the
court granted on April 19, 1996, with leave to amend. Plaintiffs
filed an amended consolidated complaint and in August 1996
defendants filed a motion to dismiss that complaint. On November
1, 1996, the motion to dismiss was denied. Although the ultimate
outcome of these proceedings cannot be determined, the Company
believes that it has meritorious defenses to the claims alleged
in these lawsuits and intends to defend the actions vigorously.
The Company is subject to other legal proceeding and claims that
arise in the normal course of its business. The Company believes
these proceedings will not have a material adverse effect on the
financial position or results of operations of the Company.
Note 4 - Inventories (in thousands)
September 30 June 30
1997 1997
------------ ------------
Projects in process $ 11,566 $ 7,795
Less progress billings 703 1,938
------------ ------------
10,863 5,857
Work-in-process and finished goods 15,236 21,915
Raw materials and parts 21,454 22,581
------------ ------------
$ 47,553 $ 50,353
============ ============
Note 5 - Stockholders' Equity
The change in capital in excess of par value for the three months
ended September 30, 1997, consists principally of common stock
issuances.
Note 6- Income Taxes
At September 30, 1997, the Company has a cumulative net deferred
tax asset of $24.4 million that will be available to reduce
payments on future tax liabilities. Management of the Company
believes it is more likely than not that the asset will be
realized through refunds of previously paid income taxes, future
profitable operations, and tax planning strategies.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Statements made below and in the 1997 Annual Report to Stockholders that are not
historical facts, including any statements about expectations for fiscal year
1998 and beyond, involve certain risks and uncertainties. Factors that could
cause the Company's actual results to differ materially from management's
projections, estimates and expectations include, but are not limited to, delays
in the receipt of orders or in the shipment of products, delays in the disposal
of discontinued operations and other factors referred to under "Information
Regarding Forward Looking Statements" in the Company's Form 10-K Annual Report
for its fiscal year ended June
-6-
<PAGE> 7
30, 1997, and in the Company's Consolidated Financial Statements and Notes to
Financial Statements. The Consolidated Financial Statements should be read in
conjunction with this Management's Discussion and Analysis of Financial
Condition and Results of Operations.
In June 1997, the Company decided to divest its Satellite Transmission Systems
(STS) and Microwave Networks, (MN) business units. STS and MN businesses have
been accounted for as discontinued operations in the accompanying financial
statements. Accordingly, the discussion that follows concerns only the results
of continuing operations. The fiscal year 1997 accounts have been reclassified
to conform to this presentation.
The following table sets forth for the periods indicated (i) certain income and
expense items expressed as a percentage of the Company's total sales and (ii)
the percentage change of such items for the three months ended September 30,
1997, compared to the three months ended September 30, 1996. See Condensed
Consolidated Statements of Operations.
<TABLE>
<CAPTION>
Period to Period
Percent of Sales Increase (Decrease)
---------------- -------------------
Three Months Three Months
Ended Ended
September 30 September 30
---------------- ------------
1997 1996 1997 vs 1996
------ ------ ------------
<S> <C> <C> <C>
Sales 100.0% 100.0% 4.3%
Gross margin 31.8 29.6 12.2
Research and development expenses 7.2 7.6 (1.2)
Marketing and administration expenses 16.8 17.1 2.2
Amortization of intangible assets 0.5 0.6 -
Operating income 7.3 4.3 76.4
Interest (expense) net (1.7) (2.1) (16.4)
Income from continuing operations
before income taxes 5.6 2.2 168.2
Income from continuing operations 3.6 1.6 133.5
</TABLE>
-7-
<PAGE> 8
The following table sets forth sales by product class and by market sector for
the three months ended September 30, 1997 and 1996 (in thousands):
Sales
-----
Three Months
Ended
September 30
------------------------
1997 1996
--------- ---------
Satellite Communications $ 24,386 $ 19,507
Information Collection and Communications 21,298 23,633
Radio Products 18,743 18,637
--------- ---------
$ 64,427 $ 61,777
========= =========
U.S. Government $ 25,503 $ 27,990
U.S. Commercial 18,929 18,156
International 19,995 15,631
--------- ---------
$ 64,427 $ 61,777
========= =========
RESULTS OF OPERATIONS
Sales Sales were $64.4 million and $61.8 million for the three months
ended September 30, 1997 and 1996, respectively, representing an increase of 4%.
Satellite communications sales increased by 25%, as new products were
successfully introduced and sold. Information collection and communication sales
declined by 10%, as certain U.S. government projects matured resulting in lower
bookings and lower sales. Radio product sales were relatively unchanged.
U.S. commercial sales and international sales increased 4% and 28%,
respectively, while sales to the U.S. government decreased 9% in the first
quarter. The increase in international sales is consistent with the increase in
satellite communications product sales and a major radio product installation in
Brazil. Sales to the U.S. government declined by 9% due to lower booking levels.
Gross Margin Gross margin was $20.5 million and $18.3 million for the
three months ended September 30, 1997 and 1996, respectively, representing an
increase of 12%. Gross margin as a percentage of total sales was 31.8% and 29.6%
for such periods, respectively. The increase in gross margin in dollars and as a
percentage of sales was due primarily to higher sales of satellite
communications products, which have higher gross margins, and to lower sales to
the U.S. government, which have lower gross margins.
Research and Development Research and development expenses were $4.6
million and $4.7 million for the three months ended September 30, 1997 and 1996,
respectively, representing a decrease of 1%. Research and development expenses
as a percentage of total sales were 7.2% and 7.6% for such periods,
respectively. The Company continues to focus its research and development
efforts primarily on the development of new satellite networking products and
software and radio products.
Marketing and Administration Marketing and administration expenses were
$10.8 million and $10.6 million for the three months ended September 30, 1997
and 1996, respectively, representing an increase of 2%. Marketing and
administration expenses as a percentage of total sales were 16.8% and 17.1% for
such periods, respectively. No significant trends in these costs were evident in
the three months ended September 30, 1997.
-8-
<PAGE> 9
Amortization of Intangible Assets Amortization expenses associated with
intangible assets remained constant at approximately $345,000 for the three
months ended September 30, 1997 and 1996.
Interest Expense, Net Net interest expense was $1.1 million and $1.3
million for the three months ended September 30, 1997 and 1996, respectively,
representing a decrease of 16%. The decrease in net interest expense reflects
the collection of refundable income taxes and the subsequent reduction in
borrowings on credit lines.
Provision for Income Taxes For the three months ended September 30, 1997,
the Company provided for $1.3 million of taxes on income from continuing
operations compared to $357,000 for the three months ended September 30, 1996.
The effective tax rate for fiscal 1998 is 36%. The combined tax benefit rate for
fiscal 1997 for continuing and discontinued operations was also 36%. The
discontinued operations tax benefit rate of 33% was established in the fourth
quarter of fiscal 1997 and applied consistently for all quarters of fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had working capital of $109.8 million,
including $2.1 million of cash and cash equivalents, compared with working
capital of $111.5 million, including cash and cash equivalents of $5.0 million,
at June 30, 1997.
Net cash provided by continuing operations was $7.4 million and $3.2
million for the three months ended September 30, 1997 and 1996, respectively.
During the first three months of fiscal 1998, the Company obtained $10.1 million
from income tax refunds, which was offset by an increase in accounts receivables
of $9.1 million. Days receivable increased to 63 days at September 30, 1997,
from 46 days at June 30, 1997, due principally to two factors. First, U.S.
government collections were extraordinarily large in June 1997, and returned to
normal levels in the first quarter of fiscal 1998. Second, the Company did not
sell any export receivables to a bank during the quarter. The Company is in the
process of establishing a new discount facility and expects to sell certain
export receivables, which are covered by trade credit insurance, to a bank prior
to the end of the second quarter of fiscal 1998. Operating income adjusted for
non cash items provided cash of $5.9 million and $3.6 million in fiscal 1998 and
1997, respectively. Cash used in discontinued operations was $1.7 million and
$4.7 million during the three months ended September 30, 1997 and 1996,
respectively.
The Company's investing activities during the first three months of fiscal
1998 included capital expenditures of $2.8 million. Total cash used for
investing activities was $3.6 million. Net cash used for investing activities
during the first three months of fiscal 1997 was $3.7 million, which included
$2.3 million of capital expenditures and $1.3 million of cash invested in
discontinuing operations, principally for capital expenditures.
During the first three months of fiscal 1998, cash and cash equivalents of
$5.0 million were used in financing activities, including repayment of $6.0
million under the Company's credit lines, offset by sales of $1.0 million of
common stock to employees under on-going stock option and purchase plans. During
the first three months of fiscal 1997, the Company borrowed $3.5 million under
its credit lines and sold $1.3 million of common stock to its employees.
The above activity resulted in a net decrease in cash and cash equivalents
of $2.8 million and $0.3 million for the first three months of fiscal 1998 and
1997, respectively.
-9-
<PAGE> 10
The Company has a $40 million committed asset-based bank credit facility,
which expires in June 2000. As of September 30, 1997, there were no borrowings
and there were $14.4 million of standby letters of credit and guarantees
outstanding under this credit facility. At September 30, 1997, the Company was
not in compliance with certain covenants required by its industrial development
bond agreements. The lenders have waived such non-compliance.
The Company believes that its current cash position, funds generated from
operations and funds it believes will be available from its credit facilities
will be adequate to meet the Company's requirements for working capital, capital
expenditures and debt service for the next 12 months.
OTHER FINANCIAL INFORMATION
Bookings Orders booked were $55.3 million and $58.8 million for the three
months ended September 30, 1997 and 1996, respectively, representing a decrease
of 6%. Bookings for satellite communications products during the first quarter
of fiscal 1998 increased 10% to $27.8 million, and accounted for 50% of total
bookings. Radio products bookings increased by 3 % and information collection
and communications systems bookings decreased by 45% to $8.2 million. The
receipt of new orders in the information collection and communication systems
area tend to be uneven, as they are program or project based.
Backlog Backlog was $81.9 million and $94.1 million at September 30, 1997
and 1996, respectively, representing a decrease of 13%. Substantially all of the
September 30, 1997, backlog is expected to be delivered within twelve months.
-10-
<PAGE> 11
Part II - Other Information
Item 1. Legal Proceedings
On November 9, 1995, and December 12, 1995, putative class action
lawsuits entitled Rick Fairchild v. California Microwave, Inc. et al.
and Mark E. McKinney v. California Microwave, Inc. et al. were filed
in the United States District Court for the Northern District of
California. The plaintiffs in these two cases, which have been
consolidated, purport to represent a class of all persons who
purchased common stock of California Microwave, Inc. (the "Company")
between September 6, 1994 and June 29, 1995 (the "Class Period").
Named as defendants are the Company and certain of its former
executive officers. The complaints allege that defendants violated
various federal securities laws through material misrepresentations
and omissions during the Class Period. Defendants filed motions to
dismiss the complaints, which the court granted on April 19, 1996,
with leave to amend. Plaintiffs filed an amended consolidated
complaint and in August 1996, defendants filed a motion to dismiss
that complaint. On November 1, 1996, the motion to dismiss was
denied. Although the ultimate outcome of these proceedings cannot be
determined, the Company believes that it has meritorious defenses to
the claims alleged in these lawsuits and intends to defend the
actions vigorously.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of registrant held on October
28, 1997, the shareholders:
1. Elected Directors for the ensuing year as follows:
For Withheld
Frederick D. Lawrence 14,113,668 100,615
Arthur H. Hausman 14,108,238 106,045
Alfred M. Gray 14,075,066 139,217
William B. Marx, Jr. 14,114,042 100,241
Terry W. Ward 14,115,517 98,766
Frederick W. Whitridge, Jr. 14,115,317 98,966
2. Ratified the selection of Ernst &Young LLP as independent
certified public accountants for the Company, with the number of
shares voted in favor of the ratification being 14,162,840: the
number of shares voted against such ratification being 23,957:
and the number of abstentions being 27,486.
-11-
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Statement re computation of per share earnings
(losses).
Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K.
July 17, 1997 reporting under Item 5. - Other events
Announcement of Frederick D. Lawrence's appointment to position
of Chairman of the Board, Chief Executive Officer and
President.
August 13, 1997, reporting under Item 5. - Other events Press
release announcing results for fourth quarter and fiscal years
ending June 30, 1997 and 1996 respectively.
-12-
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CALIFORNIA MICROWAVE, INC.
November 7, 1997 BY /s/ Frederick D. Lawrence
- - - ---------------- --------------------------------------
Date Frederick D. Lawrence
Chairman of the Board
President and Chief Executive Officer
November 7, 1997 BY /s/ George L. Spillane
- - - ---------------- --------------------------------------
Date George L. Spillane
Vice President
Chief Financial Officer
-13-
<PAGE> 1
California Microwave, Inc.
Computation of Per Share Earnings (Losses)
Exhibit 11
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended
September 30
1997 1996
-------- --------
<S> <C> <C>
PRIMARY - EPS:
Income from continuing operations $ 2,312 $ 990
Loss from discontinuing operations - (2,863)
-------- --------
Net income (loss) $ 2,312 $ (1,873)
======== ========
Average shares outstanding 16,495 16,133
Add - Common stock equivalents of Company's
stock options using the treasury stock method 158 96
-------- --------
Average shares and equivalents - Primary 16,653 16,229
======== ========
Shares used in primary calculations:
Continuing operations 16,653 16,229
Net income (loss) 16,653 16,133
Income (loss) per share:
Continuing operations $ .14 $ .06
Discontinued operations - (.18)
-------- --------
Net income (loss) $ .14 $ (.12)
======== ========
FULLY DILUTED - EPS:
Net income, as reported $ 2,312 $ (1,873)
Add back interest, net of taxes (a) (a)
Net income for fully diluted $ 2,312 $ (1,873)
======== ========
Average shares and equivalents - primary 16,653 16,133
Add- additional common stock equivalents of
the Company's stock options 161 (a)
Add - Shares to be issued at conversion of
Convertible Debentures (a) (a)
Average shares and equivalents - Fully Diluted 16,814 16,133
======== ========
Net income per share - Fully Diluted $ .14 $ (.12)
======== ========
</TABLE>
(a) Anti-dilutive as to convertible subordinated debentures in 1997 and 1996 and
to additional option common stock equivalents in 1996.
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,132
<SECURITIES> 2,534
<RECEIVABLES> 44,794
<ALLOWANCES> 930
<INVENTORY> 47,553
<CURRENT-ASSETS> 176,460
<PP&E> 56,916
<DEPRECIATION> 32,504
<TOTAL-ASSETS> 258,354
<CURRENT-LIABILITIES> 66,705
<BONDS> 70,253
0
0
<COMMON> 1,650
<OTHER-SE> 119,746
<TOTAL-LIABILITY-AND-EQUITY> 258,354
<SALES> 64,427
<TOTAL-REVENUES> 64,427
<CGS> 43,924
<TOTAL-COSTS> 43,924
<OTHER-EXPENSES> 15,778
<LOSS-PROVISION> 47
<INTEREST-EXPENSE> 1,113
<INCOME-PRETAX> 3,612
<INCOME-TAX> 1,300
<INCOME-CONTINUING> 2,312
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,312
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
