<PAGE>
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended June 30, 1995 Commission file number 1-7894
ERLY INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
California 95-2312900
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10990 Wilshire Boulevard, Los Angeles, California 90024-3955
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 879-1480
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
----- -----
As of June 30, 1995, there were 3,718,272 shares of the Registrant's
common stock outstanding (including redeemable common stock).
<PAGE>
<PAGE> 2
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, March 31,
1995 1995
----------- ------------
(Unaudited)
<S>
Assets <C> <C>
Current Assets:
Cash and cash equivalents $ 3,094,000 $ 3,718,000
Notes and accounts receivable, less
allowance for doubtful accounts of
$2,104,000 (June 30) and $1,831,000
(March 31) 46,591,000 53,432,000
Inventories:
Raw materials 27,268,000 35,615,000
Finished goods 24,806,000 20,407,000
---------- ----------
52,074,000 56,022,000
Prepaid expenses and other
current assets 1,895,000 1,382,000
----------- -----------
Total current assets 103,654,000 114,554,000
Long-term notes receivable, net 1,668,000 1,668,000
Property, plant and equipment, net 55,531,000 54,520,000
Assets held for sale, net 21,070,000 21,282,000
Other assets 14,767,000 15,034,000
------------ ------------
$196,690,000 $207,058,000
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable, collateralized $ 38,855,000 $ 41,883,000
Accounts payable 24,035,000 31,172,000
Accrued payroll and other
current liabilities 12,994,000 13,739,000
Income taxes payable 4,354,000 4,058,000
Current portion of long-term
and subordinated debt 16,388,000 7,810,000
---------- ----------
Total current liabilities 96,626,000 98,662,000
Long-term debt 51,433,000 61,511,000
Subordinated debt 6,670,000 6,670,000
Minority interest 18,513,000 19,104,000
Commitments and contingencies
Redeemable common stock
and common stock warrants 4,312,000 4,312,000
Stockholders' equity:
Common stock, par value $.01 a share:
Authorized: 5,000,000 shares
Issued and outstanding:
3,418,272 shares 34,000 34,000
Additional paid-in capital 16,407,000 16,407,000
Retained earnings 4,014,000 1,750,000
Cumulative foreign currency
adjustments (1,319,000) (1,392,000)
---------- ----------
Total stockholders' equity 19,136,000 16,799,000
------------ ------------
$196,690,000 $207,058,000
============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE>
<PAGE> 3
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
Three months ended June 30,
--------------------------------
1995 1994
------------- -------------
(Unaudited)
<S> <C> <C>
Net sales $112,889,000 $121,262,000
Cost of sales 96,175,000 105,599,000
------------ ------------
Gross profit 16,714,000 15,663,000
Selling, general and
administrative expenses 10,501,000 8,613,000
Interest expense 4,200,000 3,474,000
Interest income (119,000) (66,000)
Other (income) expense (113,000) 136,000
---------- ----------
14,469,000 12,157,000
---------- ----------
Income before taxes on income
and minority interest 2,245,000 3,506,000
Taxes on income 546,000 599,000
--------- ---------
Income before minority interest 1,699,000 2,907,000
Minority interest* 565,000 (546,000)
------------ ------------
Net income $ 2,264,000 $ 2,361,000
============ ============
Net income per share of common
and common stock equivalents:
Primary $.49 $.56
==== ====
Fully diluted $.47 $.53
==== ====
Weighted average common and
common stock equivalents:
Primary 4,622,000 4,184,000
Fully diluted 4,889,000 4,451,000
</TABLE>
* Represents minority interest in net earnings or loss of American Rice, Inc.
applicable to common stock, after preferred stock dividend requirements
(See Note 1).
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE>
<PAGE> 4
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
Three months ended June 30,
-------------------------------
1995 1994
------------- ------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $2,264,000 $2,361,000
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,730,000 1,722,000
Minority interest (565,000) 546,000
Provision for loss on receivables 273,000 13,000
Change in assets and liabilities:
(Increase) decrease in receivables 6,568,000 (3,606,000)
Decrease in inventories 3,948,000 21,574,000
(Increase) in prepaid expenses
and other current assets (513,000) (214,000)
(Decrease) in accounts payable,
other current liabilities and
taxes payable (7,586,000) (9,434,000)
Other, net 52,000 85,000
--------- ----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 6,171,000 13,047,000
INVESTING ACTIVITIES:
Additions to property, plant
and equipment (2,267,000) (1,694,000)
Disposition of property, plant
and equipment 5,000
---------- ----------
NET CASH (USED IN)
INVESTING ACTIVITIES (2,267,000) (1,689,000)
FINANCING ACTIVITIES:
(Decrease) in notes payable (3,028,000) (11,247,000)
Principal payments on long-term debt (1,500,000) ( 1,400,000)
---------- -----------
NET CASH (USED IN)
FINANCING ACTIVITIES (4,528,000) (12,647,000)
---------- -----------
INCREASE (DECREASE) IN CASH
DURING THE QUARTER (624,000) (1,289,000)
CASH, BEGINNING OF QUARTER 3,718,000 3,065,000
------------ ------------
CASH, END OF QUARTER $ 3,094,000 $ 1,776,000
============ ============
Supplemental cash flow information -
Net cash paid for the quarter for:
Interest expense $ 3,802,000 $ 3,035,000
Income taxes $ 261,000 $ 5,000
</TABLE>
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE>
<PAGE> 5
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the three months ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION> Cumulative
Common Stock Additional Foreign Total
----------------- Paid-in Retained Currency Stockholders'
Shares Dollars Capital Earnings Adjustments Equity
--------- ------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance
April 1, 1995 3,418,272 $34,000 $16,407,000 $ 1,750,000 ($1,392,000) $16,799,000
Net income
for the period 2,264,000 2,264,000
Foreign currency
adjustments 73,000 73,000
--------- ------- ----------- ---------- ----------- -----------
Balance
June 30, 1995
(unaudited) 3,418,272 $34,000 $16,407,000 $4,014,000 ($1,319,000) $19,136,000
========= ======= =========== ========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE>
<PAGE> 6
ERLY INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended June 30, 1995 and 1994
Basis of Presentation:
The information furnished is unaudited but reflects all adjustments which are,
in the opinion of management, necessary for a fair statement of results for
the interim periods. Results for interim periods are not necessarily
indicative of results to be expected for the entire year.
Reference should be made to the Notes To Consolidated Financial Statements in
the Company's 1995 Form 10-K for a discussion of accounting policies and other
significant matters.
The accompanying consolidated financial statements include the accounts of
ERLY Industries Inc. and its subsidiaries (the "Company" or "ERLY"). All
significant intercompany accounts, intercompany profits and intercompany
transactions are eliminated.
Deferred income tax assets and liabilities are computed annually for
differences between the financial statement basis and tax basis of assets and
liabilities that will result in taxable or deductible amounts in the future.
Such deferred income tax asset and liability computations are based on enacted
tax laws and rates applicable to periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized. At
March 31, 1995, the Company had net operating loss carryforwards for federal
tax reporting purposes of approximately $44 million, which expire at various
dates, primarily in years 2002 through 2008. Tax expense reflected in the
consolidated statements of operations represents estimated federal, state and
foreign tax expense on pre-tax earnings reduced by the utilization of deferred
operating loss carryforwards that had previously been reserved.
Primary earnings per share are based on the weighted average number of: (1)
common shares, and (2) dilutive common share equivalents (consisting of stock
options and warrants) outstanding during each period presented. Fully diluted
earnings per share assumes conversion of a $1 million convertible note
payable, unless conversion would be antidilutive.
Note 1 - Minority Interest
In May 1993, substantially all of the assets and liabilities of ERLY's wholly
owned subsidiary, Comet Rice, Inc. ("Comet"), were acquired by American Rice,
Inc. ("ARI"), in a transaction accounted for as a reverse acquisition by its
subsidiary, Comet. Prior to the transaction, ERLY owned 48% of the voting
rights of ARI, and its investment in ARI was accounted for using the equity
method. As a result of the transaction, ERLY's ownership increased to 81% of
the voting rights of ARI.
<PAGE>
<PAGE> 7
Note 1 - Minority Interest (continued)
ERLY's 81% voting interest in ARI consists of the following securities of ARI:
* 777,777 shares of ARI common stock which represent 32% of ARI's total
outstanding common stock and 9% of ARI's common shares on a fully
converted basis.
* 777,777 shares of ARI Series A Preferred Stock, which is convertible one
for one, has voting rights, liquidation preferences of $25.70 per share,
but has no stated dividend. These shares represent 9% of ARI's common
shares on a fully converted basis.
* 2,800,000 shares of ARI Series B Preferred Stock, which is convertible
into 5,600,000 common shares, has voting rights and an annual cumulative
dividend of approximately $5.2 million. These shares represent 63% of
ARI's common shares on a fully converted basis.
ARI has also issued a Series C Preferred Stock to third parties which does not
have voting or conversion rights but does have an annual cumulative dividend
of $750,000. The Series A, Series B and Series C Preferred Stocks are unique
securities with preferential rights which are superior to common stock rights.
The Minority Interest of ARI in ERLY's consolidated financial statements
represents the 68% of the common stock of ARI which ERLY does not own and the
Series C Preferred Stock, for a total of 19% of the voting interest in ARI on
a fully converted basis.
ARI's earnings or losses are allocated between ERLY and the minority interest
in accordance with the underlying terms of the various securities, rather than
allocation based on voting ownership of the subsidiary. No conversion is
assumed in the case of convertible preferred stocks for purposes of this
calculation, even though conversion may occur at any time at the option of
ERLY.
ARI's cumulative annual dividends of $5.2 million related to the Series B
Preferred Stock and $750,000 related to the Series C Preferred Stock are
deducted from ARI earnings or loss to yield earnings or loss to be allocated
to common stock. The Series B Preferred Stock dividend is allocated entirely
to ERLY, while the Series C Preferred Stock dividend is allocated entirely to
Minority Interest. These dividends are allocated even if not declared as the
dividends are cumulative. The remaining earnings or losses to be allocated to
common stock after deduction of the preferred stock dividends is allocated in
accordance with the relative common stock ownership of ERLY (32%) and the
Minority Interest (68%). ERLY's share of ARI's net earnings (loss) applicable
to common stock after preferred dividend requirements was ($354,000) and
$169,000 for the three months ended June 30, 1995 and 1994, respectively.
ERLY also earned Series B preferred dividends of $1,295,000 for each of the
three month periods ended June 30, 1995 and 1994.
<PAGE>
<PAGE> 8
Note 2 - Assets Held for Sale - Long-term
The consolidated balance sheets include assets held for sale classified as
long-term of $21 million at June 30, 1995. This includes 39 acres of land in
Houston, Texas held for sale by ARI ($19 million) and the remaining net assets
of the Company's discontinued winery operations ($2 million) which management
intends to dispose of in an orderly manner.
ARI's Board of Directors previously adopted a resolution authorizing its
management to sell the Houston property. Management has had conversations
with developers interested in the property, however, no decision has yet been
made about how to market the property. Management's intention is an orderly,
outright sale to a third party rather than to develop the property. However,
ARI might consider some form of joint venture with a developer in order to
maximize the property's value. ARI has the ability and intent to hold the
property over a normal marketing period. The proceeds of any such sale, when
and if it occurs, are required by the terms of ARI's debt agreements to be
used to reduce debt.
Note 3 - Long-term and Subordinated Debt
Certain of the Company's and subsidiaries' long-term debt agreements require
maintenance of minimum amounts or ratios related to working capital, long-term
debt and net worth, in addition to the observance of other covenants. These
restrictions also preclude the payment of cash dividends.
As a result of the discontinuation of the Company's juice operations in
December 1993, there remains at June 30, 1995 $8.6 million principal (plus
accrued interest of $.8 million) of ERLY Juice's obligation to ING Capital
which the Company guaranteed. In February 1995, the Company completed an
agreement with ING Capital which extended the due date to April 1996 in order
to refinance the debt or sell assets in an orderly manner. This debt is
included in current portion of long-term debt at June 30, 1995, and is secured
by the stock of ERLY's subsidiary, Chemonics Industries, Inc.
<PAGE>
<PAGE> 9
Note 4 - Redeemable Common Stock and Common Stock Warrants
In connection with the discontinuation of the Company's juice business in
December 1993, the Company issued warrants to acquire up to 10% of ERLY's
common stock at $.01 per share. Warrants for 5% of ERLY's stock became
exercisable in April 1994 and warrants for the other 5% became exercisable in
April 1995. All of these warrants expire on April 30, 1998. The warrants are
subject to a redemption provision at the option of the holder at the current
market value of ERLY's stock. This provision is subject to amendments
described below.
In conjunction with the extension of the ERLY Juice debt in February 1995 (see
Note 3), the Company issued additional warrants to ING Capital to purchase 5%
of ERLY's common stock at $.01 per share. These warrants become exercisable
on April 1, 1996, expire in 2004 and will be canceled if the ERLY Juice debt
plus accrued interest is repaid by April 1, 1996. At the same time, the
warrants issued in 1993 were amended to include a call feature, under which
the Company could repurchase the warrants at a price of $8.75 per share,
assuming the ERLY Juice debt is repaid before April 1, 1996, the expiration
date of the call feature. The call feature also eliminates the redemption
provision, until the call period expires. In June 1995, the February
extension was amended to reduce the $8.75 call price per share to $5.50 per
share if the ERLY Juice debt is repaid before September 30, 1995. In such
event, the call feature will be extended through September 30, 1996. The
Company intends to repay the ERLY Juice debt by September 30, 1995 and
exercise its call option prior to September 30, 1996 and, accordingly, the
warrants are classified as redeemable common stock warrants at the net
obligation of $2,512,000 at June 30, 1995. If the ERLY Juice debt is not
repaid in accordance with the agreements discussed above, or the call option
is not exercised, the Company would have outstanding warrants to purchase
approximately 771,000 shares of common stock at $.01 per share, all of which
would be subject to redemption at the current market price of ERLY's stock.
In fiscal 1992, ERLY issued 300,000 shares of ERLY common stock in exchange
for $5.4 million of debt. In conjunction with this transaction, ERLY entered
into an agreement to repurchase all of such stock at a price of $6 per share
($1,800,000 total obligation), at the option of the stockholder, through
December 31, 1997. These shares are classified as redeemable common stock in
the consolidated balance sheets.
Note 5 - Commitments and Contingencies
The Company has an option to purchase a foreign and domestic green olive
business for a purchase price of approximately $17 million. The Company is
in process of obtaining financing for the business and has made a non-
refundable deposit of $700,000 which will be credited towards the purchase
price if the transaction is completed by August 18, 1995.
<PAGE>
<PAGE> 10
ERLY INDUSTRIES INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three months ended June 30, 1995 and 1994
Results of Operations - Three months ended June 30, 1995 and 1994
Consolidated Results
For the quarter ended June 30, 1995, the Company reported net income of $2.3
million on sales of $113 million, as compared to net income of $2.4 million on
sales of $121 million for the first quarter of the prior fiscal year. Sales
for the first quarter of fiscal 1996 were down $8 million from the first
quarter of last year, primarily due to a $19 million decrease in sales by
American Rice partially offset by sales increases of $9 million and $2 million
by Chemonics International and Fire-Trol, respectively.
Gross profit for the quarter ended June 30, 1995 was $16.7 million, an
increase of $1.1 million from the quarter ended June 30, 1994, primarily as a
result of increases by Chemonics International and Fire-Trol, partially offset
by a $1.8 million decrease at ARI.
American Rice
Sales for the quarter ended June 30, 1995 declined $19.3 million, or 18.3%,
from $105.7 million in fiscal 1995 to $86.4 million in fiscal 1996. Of this
decline, $18.0 million resulted from decreased export sales and $1.3 million
resulted from decreased sales in the United States and Canada.
Export sales declined due to lower volume partially offset by higher average
prices. Total export sales volume declined approximately 2.5 million
equivalent rough rice hundredweight ("cwt."), or 33%, accounting for a $24.0
million sales decline. Average export prices increased approximately $2.00
per cwt., or 12%, accounting for $6.0 million in sales increases. Export
volume was lower primarily due to the lack of sales to Japan compared to the
first quarter of the prior year. It is expected that Japan will not be
purchasing rice this year until October, when it is anticipated to begin
purchasing rice pursuant to it's commitment under the General Agreement on
Tariffs and Trade. This sales decline was partially offset by higher sales
to the Middle East.
Domestic sales were lower as a result of lower average prices partially offset
by higher volume.
Gross profit was 11% of sales for each of the three month periods ended June
30, 1995 and 1994. Gross profit declined $1.8 million, or 15.8%, from $11.3
million in the first quarter last year to $9.5 million in the first quarter of
this year, due primarily to lower sales to Japan from ARI's Maxwell,
California facility partially offset by increases in gross profit from Western
Hemisphere and Middle East sales.
ARI's selling, general and administrative expenses of $5.8 million increased
$.5 million, or 9.5%, from $5.3 million last year. Selling, general and
administrative expenses as a percentage of net sales increased from 5.0% in
the first quarter of last year to 6.7% this year primarily due to a higher
proportion of branded sales this year than a year ago.
Chemonics International - Consulting
For the quarter ended June 30, 1995, revenues for International were $20.5
million, an increase of $8.6 million, or 73%, over revenues of $11.9 million
for the comparable period last year. Gross profit was $5.8 million (28% of
revenues) for the quarter compared to gross profit of $3.5 million (30% of
revenues) for the first quarter of last year.
<PAGE>
<PAGE> 11
Chemonics Industries - Fire-Trol
Fire-Trol reported net sales of $6.0 million for the quarter compared to $3.7
million last year, an increase of $2.3 million, or 62%. The increase in sales
is primarily the result of higher sales from the Canadian operations than last
year due to increased forest fire activity and contributions from a new sales
territory. Gross profit for the quarter was $1.3 million, or 22% of sales,
compared to $.8 million, or 22% of sales last year.
Corporate
Consolidated interest expense totaled $4.2 million for the quarter ended June
30, 1995, compared to $3.5 million for the same quarter of last year. This
increase reflects the increase in interest rates from a year ago due to
increases in the prime rate, partially offset by lower average balances
outstanding. Interest expense in both periods includes amortization of
capitalized debt issuance costs.
Liquidity and Capital Resources
At June 30, 1995, consolidated working capital was $7.0 million, compared to
$15.9 million at March 31, 1995, a decrease of $8.9 million. This decrease
was primarily due to $8.6 million of debt relating to the Company's juice
business moving from long-term to current according to its terms (See Note 3).
Stockholders' equity was $19.1 million at June 30, 1995, compared to $16.8
million at March 31, 1995, an improvement of $2.3 million as a result of the
net income for the quarter.
As a result of the discontinuation of the juice operations, there still
remains $8.6 million (plus accrued interest of $.8 million) of ERLY Juice's
obligation to ING Capital which the Company guaranteed in conjunction with a
$6 million write-down of ERLY Juice obligations. Under the terms of the
guarantee, ERLY is required to paydown the remaining $8.6 million (plus
accrued interest) of debt by April 1996 or ING Capital may declare a default
with the right to foreclose on ERLY's subsidiary, Chemonics Industries, Inc.
The Company expects to paydown the remaining obligations through a proposed
ARI financing or sale of assets.
The Company's subsidiary, ARI, executed an amendment to its $47.5 million
revolving credit loan effective June 30, 1995. The loan bears interest at
prime plus .5% and matures in May 1996. Previously, the interest rate on the
loan was prime plus 2.0%.
<PAGE>
<PAGE> 12
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11.1) Calculation of Primary Income Per Share
(11.2) Calculation of Fully Diluted Income Per Share
(27) Financial Data Schedule (electronic filing)
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1995.
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.
ERLY INDUSTRIES INC.
By /s/ Thomas A. Whitlock
----------------------
Date: August 14, 1995 Thomas A. Whitlock
Vice President and
Corporate Controller
<PAGE>
<PAGE> 13
EXHIBIT 11.1
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CALCULATION OF PRIMARY INCOME PER SHARE
(In thousands except per share data)
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1995 1994
----------- -----------
(Unaudited)
<S> <C> <C>
Income before
minority interest $ 1,699 $ 2,907
Minority interest 565 (546)
------- -------
Net income $ 2,264 $ 2,361
======= =======
Average number of shares of
common stock and common
stock equivalents outstanding:
Average number of shares of
common stock outstanding 3,718 3,675
Common stock equivalents:
Dilutive effect of stock
options and warrants based
on application of treasury
stock method 904 509
----- -----
Total 4,622 4,184
===== =====
Primary income per
common share $ .49 $ .56
======= =======
</TABLE>
<PAGE>
<PAGE> 14
EXHIBIT 11.2
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CALCULATION OF FULLY DILUTED INCOME PER SHARE
(In thousands except per share data)
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1995 1994
---------- ----------
(Unaudited)
<S> <C> <C>
Income before
minority interest $ 1,699 $ 2,907
Interest adjustment - convertible
note payable 27 20
Income before minority interest, ----- -----
as adjusted 1,726 2,927
Minority interest 565 (546)
------- -------
Net income, as adjusted $ 2,291 $ 2,381
======= =======
Average number of shares of
common stock and common
stock equivalents outstanding 4,622 4,184
Other potentially
dilutive securities:
Common stock issuable upon
conversion of note payable 267 267
----- -----
Total 4,889 4,451
===== =====
Fully diluted income
per common share $ .47 $ .53
======= =======
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1995
<CASH> 3,094,000
<SECURITIES> 0
<RECEIVABLES> 48,695,000
<ALLOWANCES> 2,104,000
<INVENTORY> 52,074,000
<CURRENT-ASSETS> 103,654,000
<PP&E> 81,662,000
<DEPRECIATION> 26,131,000
<TOTAL-ASSETS> 196,690,000
<CURRENT-LIABILITIES> 96,626,000
<BONDS> 6,670,000
<COMMON> 34,000
0
0
<OTHER-SE> 19,102,000
<TOTAL-LIABILITY-AND-EQUITY> 196,690,000
<SALES> 112,889,000
<TOTAL-REVENUES> 112,889,000
<CGS> 96,175,000
<TOTAL-COSTS> 96,175,000
<OTHER-EXPENSES> 9,704,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,200,000
<INCOME-PRETAX> 2,810,000
<INCOME-TAX> 546,000
<INCOME-CONTINUING> 2,264,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,264,000
<EPS-PRIMARY> .49
<EPS-DILUTED> .47
</TABLE>
