<PAGE>
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended June 30, 1996 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 July 31, 1996, there were 4,307,616 shares of the Registrant's
common stock outstanding.
<PAGE>
<PAGE> 2
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, March 31,
1996 1996
------------ ------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 6,066,000 $ 3,819,000
Notes and accounts receivable, less
allowance for doubtful accounts
of $1,775,000 (June 30) and
$1,715,000 (March 31) 61,853,000 56,665,000
Inventories:
Raw materials 33,157,000 47,883,000
Finished goods 38,421,000 30,121,000
---------- ----------
71,578,000 78,004,000
Properties held for sale, net 13,535,000 13,535,000
Prepaid expenses and other
current assets 1,897,000 2,020,000
----------- -----------
Total current assets 154,929,000 154,043,000
Long-term notes receivable, net 1,574,000 1,574,000
Property, plant and equipment, net 56,207,000 56,360,000
Other assets 23,329,000 23,158,000
------------ ------------
$236,039,000 $235,135,000
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable, collateralized $ 35,693,000 $ 27,413,000
Accounts payable 42,892,000 48,670,000
Accrued payroll and other
current liabilities 18,169,000 16,497,000
Income taxes payable 4,089,000 3,757,000
Current portion of long-term
and subordinated debt 1,160,000 1,163,000
----------- -----------
Total current liabilities 102,003,000 97,500,000
Long-term debt 100,351,000 100,113,000
Subordinated debt 5,665,000 5,665,000
Minority interest 9,225,000 11,811,000
Commitments and contingencies
Redeemable common stock warrants 2,512,000 2,512,000
Stockholders' equity:
Common stock, par value $.01 a share:
Authorized: 15,000,000 shares
Issued and outstanding:
4,284,985 shares 43,000 43,000
Additional paid-in capital 23,879,000 23,879,000
Retained earnings (deficit) (6,296,000) (5,046,000)
Cumulative foreign currency
adjustments (1,343,000) (1,342,000)
----------- -----------
Total stockholders' equity 16,283,000 17,534,000
------------ ------------
$236,039,000 $235,135,000
============ ============
</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, 1996 and 1995
<TABLE>
<CAPTION>
Three months ended June 30,
----------------------------------
1996 1995
------------ -----------
(Unaudited)
<S> <C> <C>
Net sales $124,591,000 $112,889,000
Cost of sales 111,277,000 96,175,000
----------- -----------
Gross profit 13,314,000 16,714,000
Selling, general and
administrative expenses 11,660,000 10,501,000
Interest expense 5,164,000 4,200,000
Interest income (86,000) (119,000)
Other (income) expense 319,000 (113,000)
---------- ----------
17,057,000 14,469,000
---------- ----------
Income (loss) before taxes on
income and minority interest (3,743,000) 2,245,000
Taxes on income 93,000 546,000
---------- ----------
Income (loss) before
minority interest (3,836,000) 1,699,000
Minority interest* 2,586,000 565,000
------------ ------------
Net income (loss) ($ 1,250,000) $ 2,264,000
============ ============
Net income (loss) per share
of common and common stock
equivalents:
Primary** ($.29) $.43
===== ====
Fully diluted** ($.29) $.41
===== ====
Weighted average common and
common stock equivalents:
Primary** 4,285,000 5,315,000
Fully diluted** 4,285,000 5,622,000
</TABLE>
* Represents minority interest in net earnings or loss of American Rice,
Inc. applicable to common stock, after preferred stock dividend
requirements (See Note 1).
** 1995 amounts have been restated for a 15% stock dividend in
September 1995.
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE>
<PAGE> 4
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended June 30, 1996 and 1995
<TABLE>
<CAPTION>
Three months ended June 30,
-----------------------------
1995 1996
----------- ------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ($ 1,250,000) $ 2,264,000
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,851,000 1,730,000
Minority interest (2,586,000) (565,000)
Provision for loss on receivables 60,000 273,000
Change in assets and liabilities:
(Increase) decrease in receivables (5,248,000) 6,568,000
Decrease in inventories 6,426,000 3,948,000
(Increase) decrease in prepaid
expenses and other current assets 123,000 (513,000)
(Decrease) in accounts payable,
other current liabilities and
taxes payable (3,774,000) (7,586,000)
Other, net (536,000) 52,000
--------- ---------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (4,934,000) 6,171,000
INVESTING ACTIVITIES:
Additions to property, plant
and equipment (1,354,000) (2,267,000)
Disposition of property, plant
and equipment 20,000
--------- ---------
NET CASH (USED IN)
INVESTING ACTIVITIES (1,334,000) (2,267,000)
FINANCING ACTIVITIES:
Increase (decrease) in notes payable 8,280,000 (3,028,000)
Increase (decrease) in long-term debt 235,000 (1,500,000)
--------- ---------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 8,515,000 (4,528,000)
--------- ---------
INCREASE (DECREASE) IN CASH
DURING THE QUARTER 2,247,000 (624,000)
CASH, BEGINNING OF QUARTER 3,819,000 3,718,000
----------- -----------
CASH, END OF QUARTER $ 6,066,000 $ 3,094,000
=========== ===========
Supplemental cash flow information -
Net cash paid for the quarter for:
Interest expense $ 2,541,000 $ 3,802,000
Income taxes $ 194,000 $ 261,000
</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, 1996
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
Common Stock Additional Retained Foreign Total
------------------- Paid-in Earnings Currency Stockholders'
Shares Dollars Capital (Deficit) Adjustments Equity
--------- ------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance
April 1, 1996 4,284,985 $43,000 $23,879,000 ($5,046,000) ($1,342,000) $17,534,000
Net income (loss)
for the period ( 1,250,000) (1,250,000)
Foreign currency
adjustments (1,000) (1,000)
--------- ------- ----------- ----------- ----------- -----------
Balance
June 30, 1996
(unaudited) 4,284,985 $43,000 $23,879,000 ($6,296,000) ($1,343,000) $16,283,000
========= ======= =========== =========== =========== ===========
</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, 1996 and 1995
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 1996 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, 1996, the Company
had net operating loss carryforwards for federal tax reporting
purposes of approximately $47 million, which expire at various
dates, primarily in years 2002 through 2011. 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 tax
assets relating to net 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
anti-dilutive.
<PAGE>
<PAGE> 7
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.
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, liquidation preferences of $5.00 per share 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.
<PAGE>
<PAGE> 8
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. The current ARI loan agreements prohibit the
payment of any dividends. 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 ($1,305,000) and ($354,000) for the
three months ended June 30, 1996 and 1995, respectively. ERLY
also earned Series B preferred dividends of $1,295,000 for each
of the three month periods ended June 30, 1996 and 1995.
Note 2 - Properties Held for Sale
Properties held for sale primarily consists of 39 acres of land
in Houston, Texas held for sale by ARI. In fiscal 1996, ARI
entered into an agreement to sell this property and reduced the
carrying value of the property to its approximate net realizable
value (after the accrual of certain costs) by a non-recurring
charge of $7.2 million. The transaction is expected to be
consummated in calendar 1996 after the completion of demolition
of existing structures on the property and updated environmental
studies.
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.
In a public offering completed in August 1995, ARI issued $100
million principal amount of 13.0% mortgage notes due 2002 (the
"Notes"). Portions of the net proceeds of $94 million were used
to repay the balance of ARI's existing term loans, to make a
$10.5 million 15% loan to ERLY due in fiscal 2002, and to reduce
borrowings outstanding under ARI's revolving credit loan. ERLY
utilized a portion of the proceeds to repay the remaining $9.5
million ERLY Juice Inc. debt, including accrued interest, which
ERLY had guaranteed.
<PAGE>
<PAGE> 9
Note 4 - Redeemable 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. In
conjunction with the repayment of the ERLY Juice debt in August
1995 (see Note 3), the Company has the right to call the
warrants prior to September 30, 1996 at a total obligation of
$2,512,000 and, accordingly, the warrants are classified as
redeemable common stock warrants at June 30 and March 31, 1996.
In August 1996, the Company exercised its call option and
redeemed all of the outstanding common stock warrants.
Note 5 - Commitments and Contingencies
The Company and ARI have been named as codefendants in a lawsuit
filed in the district court of Harris County, Texas. This is a
dispute between the general partner of a proposed real estate
development and G.D. Murphy and D.A. Murphy, Chairman and
President, respectively, of the Company and ARI. Damages sought
are in the range of $10 million, plus attorneys' fees and
punitive damages. The Company and ARI were named as defendants
in the lawsuit because of their actions to obtain restraining
orders to prevent threatened foreclosures on ERLY common stock
pledged as collateral by G.D. Murphy and to stop interference by
the plaintiff in the lawsuit, with ARI's mortgage note financing
(see Note 3), as well as certain other alleged activities. The
Company and ARI believe they have valid defenses in this case and
that damages, if any, will not have a material effect on the Company's
financial condition; however, as with any litigation, the ultimate
outcome is unknown. Accordingly, no provision for any liability
that might result has been made in the accompanying consolidated
financial statements.
Note 6 - Olive Business Acquisition
In June 1996, the Company's subsidiary, ARI, entered into an
agreement to acquire a domestic and foreign olive business from
Campbell Soup Company. Assets to be acquired include domestic
inventories and fixed assets and all of the outstanding stock of
a Spanish company which comprises the foreign olive business.
The purchase price is approximately $38 million, which will be
funded primarily from ARI's credit facilities. The acquisition,
which was completed on July 5, 1996, will be accounted for as a
purchase and the results of operations of the acquired business
will be included in the Company's consolidated financial
statements after that date.
<PAGE>
<PAGE> 10
Item 2. ERLY INDUSTRIES INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
-------------------------------------------------
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1996 AND 1995
Consolidated Results
For the quarter ended June 30, 1996, the Company reported a net
loss of $1.3 million on sales of $125 million, as compared to
net income of $2.3 million on sales of $113 million for the
first quarter of the prior fiscal year. Sales for the first
quarter of fiscal 1996 were up $12 million from the first
quarter of last year, primarily due to an $11 million increase
in sales by American Rice.
Gross profit for the quarter ended June 30, 1996 was $13.3
million, a decrease of $3.4 million from the quarter ended June
30, 1995, primarily as a result of a $3.0 million decrease at
ARI.
American Rice
Sales for the quarter ended June 30, 1996 increased $11.0
million, or 12.8%, from $86.4 million in fiscal 1996 to $97.4
million in fiscal 1997. Of this increase, $3.1 million resulted
from increased export sales and $7.9 million resulted from
increased sales in the United States and Canada.
Export sales increased due to higher prices partially offset by
lower volume. Average export prices increased approximately
12%, accounting for $6.3 million in sales increases. A decline
in export sales volume accounted for a $3.2 million sales
decrease. There were no sales to Japan in the current quarter
or in the corresponding quarter of the prior fiscal year. These
sales are expected to occur in the third and fourth quarters of
the fiscal year as was the case in fiscal 1996.
Domestic sales were higher as a result of higher average prices
partially offset by lower volume.
Gross profit was 7% of sales for the quarter ended June 30, 1996
compared to 11% for the first quarter of last year. Gross
profit declined $3.0 million, or 31.4%, from $9.5 million in the
first quarter last year to $6.5 million in the first quarter of
this year, due primarily to declines in gross profit from sales
in the Middle East as a result of lower volume of unbranded and
Saudi Arabia sales.
<PAGE>
<PAGE> 11
ARI's selling, general and administrative expenses of $6.4
million increased $654,000, or 11%, from $5.8 million last year.
Selling, general and administrative expenses increased due to
higher international advertising and promotional expenses and
higher general and administrative expenses from Vietnam
operations.
Chemonics International - Consulting
For the quarter ended June 30, 1996, revenues for International
were $21.3 million, an increase of $774,000, or 4%, over
revenues of $20.5 million for the comparable period last year.
Gross profit was $5.3 million (25% of revenues) for the quarter
compared to gross profit of $5.8 million (28% of revenues) for
the first quarter of last year.
Chemonics Industries - Fire-Trol
Fire-Trol reported net sales of $5.9 million for the quarter,
down slightly from the $6.0 million in sales recorded for the
first quarter last year. Quarterly results reflect increased
forest fire activity in the United States compared to last year,
however, this was offset by reduced forest fire activity in
Canada from last year. Gross profit for the quarter was $1.5
million, or 26% of sales, compared to $1.3 million, or 22% of
sales last year.
General
Consolidated interest expense totaled $5.2 million for the
quarter ended June 30, 1996, compared to $4.2 million for the
same quarter of last year. This increase reflects increased
borrowings and increases in the cost of funds from a year ago.
Interest expense in both periods includes amortization of
capitalized debt issuance costs.
<PAGE>
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, consolidated working capital was $53.0
million, compared to $56.5 million at March 31, 1996, a decrease
of $3.5 million.
Stockholders' equity was $16.3 million at June 30, 1996,
compared to $17.5 million at March 31, 1996, a decrease of $1.2
million as a result of the net loss for the quarter.
For fiscal year 1996, ARI had a $47.5 million revolving credit
loan with interest at the prime rate of interest plus .5%. In
June 1996, this loan was refinanced with a new lender. The new
loan bears interest at ARI's option at either the prime rate or
the London Interbank Offered Rate plus an applicable margin
based upon ARI's adjusted funded debt ratio. The borrowing
limit on the new loan was increased to $85.0 million and will
provide financing for ARI's rice operations in addition to the
operations of the olive business acquired on July 5, 1996, as
discussed in Note 6.
In addition, in June 1996 Chemonics International increased its
existing line of credit from $16 million to $20 million. The
new line of credit provides financing for both Consulting and
Fire-Trol.
<PAGE>
<PAGE> 13
Part II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Calculation of Primary Income (Loss) Per Share
11.2 Calculation of Fully Diluted Income (Loss) Per Share
27 Financial Data Schedule (electronic filing)
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1996. A Form 8-K was filed in July 1996 to report
the acquisition on July 5, 1996 of the ripe and green olive
businesses of Campbell Soup Company.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ERLY INDUSTRIES INC.
(Registrant)
Date: August 14, 1996 By /s/ Thomas A. Whitlock
----------------------
Thomas A.Whitlock
Vice President and
Corporate Controller
<PAGE>
<PAGE> 14
EXHIBIT 11.1
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CALCULATION OF PRIMARY INCOME (LOSS) PER SHARE
(In thousands except per share data)
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1996 1995
------- -------
(Unaudited)
<S> <C> <C>
Income (loss) before
minority interest ($ 3,836) $ 1,699
Minority interest 2,586 565
------- -------
Net income (loss) ($ 1,250) $ 2,264
======= =======
Average number of shares of
common stock and common
stock equivalents outstanding:
Average number of shares of
common stock outstanding 4,285 4,276*
Common stock equivalents:
Dilutive effect of stock
options and warrants based
on application of treasury
stock method (a) 1,039*
----- -----
Total 4,285 5,315*
===== =====
Primary income (loss)
per common share ($ .29) $ .43*
======= =======
</TABLE>
(a) Exercise of stock options and warrants is not assumed as the computation
would be anti-dilutive.
* Restated for a 15% stock dividend in September 1995.
<PAGE>
<PAGE> 15
EXHIBIT 11.2
ERLY INDUSTRIES INC. AND SUBSIDIARIES
CALCULATION OF FULLY DILUTED INCOME (LOSS) PER SHARE
(In thousands except per share data)
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1996 1995
------- -------
(Unaudited)
<S> <C> <C>
Income (loss) before
minority interest ($ 3,836) $ 1,699
Interest adjustment - convertible
note payable (a) 27
------- -------
Income (loss) before minority interest,
as adjusted (3,836) 1,726
Minority interest 2,586 565
------- -------
Net income (loss), as adjusted ($ 1,250) $ 2,291
======= =======
Average number of shares of
common stock and common
stock equivalents outstanding 4,285 5,315*
Other potentially
dilutive securities:
Common stock issuable upon
conversion of note payable (a) 307*
----- -----
Total 4,285 5,622*
===== =====
Fully diluted income (loss)
per common share ($ .29) $ .41*
======= =======
</TABLE>
(a) Exercise of stock of options, warrants and convertible note is not
assumed as the computation would be anti-dilutive.
* Restated for a 15% stock dividend in September 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 6,066,000
<SECURITIES> 0
<RECEIVABLES> 63,628,000
<ALLOWANCES> 1,775,000
<INVENTORY> 71,578,000
<CURRENT-ASSETS> 154,929,000
<PP&E> 87,540,000
<DEPRECIATION> 31,333,000
<TOTAL-ASSETS> 236,039,000
<CURRENT-LIABILITIES> 102,003,000
<BONDS> 105,665,000
<COMMON> 43,000
0
0
<OTHER-SE> 16,240,000
<TOTAL-LIABILITY-AND-EQUITY> 236,039,000
<SALES> 124,591,000
<TOTAL-REVENUES> 124,591,000
<CGS> 111,277,000
<TOTAL-COSTS> 111,277,000
<OTHER-EXPENSES> 319,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,164,000
<INCOME-PRETAX> (1,157,000)
<INCOME-TAX> 93,000
<INCOME-CONTINUING> (1,250,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,250,000)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> (.29)
</TABLE>
