SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM 10-Q
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period Ended October 5, 1996
or
|_| 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 1-63
PREMIUMWEAR, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-0429620
(State of Incorporation) (I.R.S. Employer Identification No.)
8000 W. 78TH STREET, SUITE 400, MINNEAPOLIS, MINNESOTA 55439
(Address of principal executive office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER: (612) 943-5000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of 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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES |X| NO |_|
The number of shares of common stock outstanding at October 5, 1996 was
2,079,078.
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PREMIUMWEAR, INC.
INDEX
Page No.
PART I: FINANCIAL INFORMATION
<S> <C>
Condensed Consolidated Balance Sheets -
October 5, 1996 and January 6, 1996.................................. 3
Condensed Consolidated Statements of Operations
for the Three and Nine Months ended October 5, 1996
and October 7, 1995.................................................. 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended October 5, 1996
and October 7, 1995.................................................. 5
Notes to Condensed Consolidated Financial Statements................... 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations........................ 8
PART II: OTHER INFORMATION...................................................... 11
SIGNATURES............................................................. 13
</TABLE>
<TABLE>
<CAPTION>
PREMIUMWEAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
October 5, January 6,
1996 1996
-------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents .................................... $ 15,026 $ 62
Restricted cash .............................................. 650 --
Accounts receivable, less allowances of $1,089 and $511 ...... 5,904 8,537
Inventories .................................................. 7,446 14,641
Prepaid expenses and other ................................... 171 1,004
-------- --------
Total current assets ...................................... 29,197 24,244
-------- --------
Property, plant and equipment, less accumulated
depreciation and amortization of $2,990 and $1,584 ........... 1,724 2,927
Deferred taxes, net of valuation allowance of $10,297 and $11,796 -- 2,309
Trademarks, net of amortization of $0 and $1,274 ................ -- 4,173
-------- --------
$ 30,921 $ 33,653
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term notes payable ..................................... $ -- $ 10,890
Current maturities of long-term debt ......................... 22 21
Accounts payable ............................................. 4,844 5,008
Accrued payroll and employee benefits ........................ 1,254 1,009
Unearned royalty income ...................................... -- 2,993
Liabilities related to sold assets ........................... 1,974 --
Other accrued expenses ....................................... 607 397
-------- --------
Total current liabilities ................................. 8,701 20,318
-------- --------
Long-term debt, less current maturities ......................... 6 22
Postretirement medical benefits ................................. 701 319
Unearned royalty income ......................................... -- 10
-------- --------
707 351
-------- --------
Stockholders' equity:
Common Stock, $.01 par value:
2,079,078 and 2,026,768 shares issued ..................... 21 21
Capital in excess of par value ............................... 16,529 15,112
Retained earnings ............................................ 4,963 (2,149)
-------- --------
Total stockholders' equity ................................ 21,513 12,984
-------- --------
$ 30,921 $ 33,653
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<TABLE>
<CAPTION>
PREMIUMWEAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts unaudited and in thousands, except per share data)
Three Months Ended Nine Months Ended
------------------ -----------------
October 5, October 7, October 5, October 7,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES:
Net sales ............................ $ 10,194 $ 9,906 $ 42,911 $ 39,634
Royalties ............................ 692 1,136 2,961 3,600
-------- -------- -------- --------
10,886 11,042 45,872 43,234
-------- -------- -------- --------
EXPENSES:
Cost of goods sold ................... 8,588 8,285 34,977 31,632
Selling, general and administrative .. 2,395 3,304 9,885 10,258
Restructuring costs .................. -- -- -- 400
-------- -------- -------- --------
10,983 11,589 44,862 42,290
-------- -------- -------- --------
OPERATING INCOME (LOSS) ................. (97) (547) 1,010 944
Interest expense ........................ (58) (274) (775) (836)
Interest income ......................... 64 -- 64 4
Gain on sale of trademarks .............. 6,245 -- 10,627 --
Other ................................... 17 1 51 (7)
-------- -------- -------- --------
Income (loss) before taxes .............. 6,171 (820) 10,977 105
Provision for (benefit from) income taxes 2,146 (252) 3,865 117
-------- -------- -------- --------
NET INCOME (LOSS) .................... $ 4,025 $ (568) $ 7,112 $ (12)
======== ======== ======== ========
NET INCOME (LOSS) PER COMMON SHARE
PRIMARY ........................... $ 1.87 $ (0.27) $ 3.37 $ (0.01)
======== ======== ======== ========
FULLY DILUTED ..................... $ 1.86 $ (0.27) $ 3.29 $ (0.01)
======== ======== ======== ========
Weighted average number of shares of
common stock and common stock
equivalents .......................... 2,165 2,066 2,159 2,066
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<TABLE>
<CAPTION>
PREMIUMWEAR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts unaudited and in thousands)
Nine Months Nine Months
Ended Ended
October 5, 1996 October 7, 1995
--------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) from operations ......................... $ 7,112 $ (12)
Reconciling items:
Depreciation and amortization .......................... 742 546
Provision for losses on accounts receivable ............ 113 112
Gain on sale of trademarks ............................. (10,627) --
Unearned royalty income ................................ (1,988) 446
Utilization of net operating loss carryforwards ........ 3,413 35
Changes in operating assets and liabilities:
Restricted cash ..................................... (650) --
Receivables ......................................... 1,744 (1,771)
Inventories ......................................... 5,594 (2,833)
Prepaid expenses .................................... 142 (148)
Accounts payable .................................... (294) (31)
Other current liabilities ........................... (2,436) 238
Change in other non-current assets and liabilities ..... 382 --
-------- --------
Net cash provided by (used in) operating activities 3,247 (3,418)
-------- --------
INVESTING ACTIVITIES
Purchase of property, plant and equipment ................. (691) (959)
Proceeds from sale of trademarks .......................... 23,000 --
-------- --------
Net cash provided by (used in) investing activities 22,309 (959)
-------- --------
FINANCING ACTIVITIES
Net change in line of credit borrowings ................... (10,890) 4,391
Principal payments on long-term debt
and capital lease obligations .......................... (15) (13)
Proceeds from exercise of stock options ................... 313 --
-------- --------
Net cash provided by (used in) financing activities (10,592) 4,378
-------- --------
Increase in cash and cash equivalents ............. 14,964 1
Cash and cash equivalents at beginning of period .......... 62 73
-------- --------
Cash and cash equivalents at end of period ........ $ 15,026 $ 74
======== ========
See notes to condensed consolidated financial statements.
</TABLE>
PREMIUMWEAR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED OCTOBER 5, 1996
1. Basis of Financial Statement Presentation
On September 6, 1996 Munsingwear, Inc. changed its name to PremiumWear,
Inc. The change was required as a result of a Purchase and Sale Agreement
dated May 22, 1996 between Munsingwear, Inc. and Supreme International
Corporation (see Note 4).
The condensed consolidated financial statements for the three months and
nine months ended October 5, 1996 of PremiumWear, Inc. (the Company) have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect, in the
opinion of management, all normal recurring adjustments necessary to
present fairly the results of operations for the period. 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 management believes the disclosures are adequate to
make the information presented not misleading.
These financial statements should be read in conjunction with the
Company's most recent audited financial statements included in its 1995
Annual Report to Stockholders and its 1995 Form 10-K, including
amendments.
The results of operations for the interim period presented are not
necessarily indicative of the results to be expected for the full fiscal
year, since the Company typically reports disproportionately higher
revenues in its first and second quarters due to the seasonality of its
product line and because of the transactions discussed in Note 4, below.
2. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of:
October 5, January 6,
(000's omitted) 1996 1996
--------------- ----------- --------
Raw materials.................... $ 1,618 $ 1,359
Work in process.................. 1,954 639
Finished goods................... 3,874 12,643
------ ------
$ 7,446 $14,641
======= =======
3. Financing Arrangements
As a result of the sale of trade names and trademarks (see Note 4) and the
liquidation of inventory and collection of receivables related to the
disposed of retail and golf segment businesses, the Company paid off all
amounts due its asset-based lender and is currently negotiating the
establishment of a new line of credit. Management believes that sufficient
alternative sources of capital are available and that a new line of credit
will be established during the fourth quarter of 1996.
4. Sale of Trademarks
On September 6, 1996, the Company sold to Supreme International
Corporation all of its rights to its trademarks and certain associated
assets relating to the retail and professional golf segment businesses for
$18,000,000 in cash. Proceeds after transaction costs and other expenses
were added to cash and cash equivalents.
As previously reported, on June 28, 1996, the Company transferred its
trademarks and pending trademark applications for certain Far Eastern
countries to ITOCHU Corporation, Toyobo Co., Ltd., and Descente, Ltd. for
$5,000,000 cash. Proceeds were used to pay down the Company's line of
credit borrowings.
As a result of these two transactions, the Company realized gains before
income taxes of $6,245,000 and $10,627,000 in the three and nine months
ended October 5, 1996, respectively.
Direct revenues and cost of sales related to the sold business units were
as follows:
<TABLE>
<CAPTION>
3 Months Ended 6 Months Ended
-------------- --------------
(000's Omitted) April 6, April 8, July 6, July 8,
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales ............. $ 9,147 $11,790 $20,270 $22,601
Royalties ............. 1,144 1,301 2,269 2,464
------- ------- ------- -------
Total revenues ........ 10,291 13,091 22,539 25,065
------- ------- ------- -------
Cost of goods sold .... 7,630 9,384 16,879 18,341
------- ------- ------- -------
Excess of revenues over
cost of goods sold ... $ 2,661 $ 3,707 $ 5,660 $ 6,724
======= ======= ======= =======
</TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - THIRD QUARTER AND FIRST NINE MONTHS
NET SALES were as follows:
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<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
October 5, October 7, % October 5, October 7, %
1996 1995 Change 1996 1995 Change
------ ----- ---- ------ ------ ----
<S> <C> <C> <C> <C> <C> <C>
Premium................... $ 7,718 $ 4,935 +56 $ 20,003 $ 11,716 +71
Retail/Golf/Other......... 2,476 4,971 -50 22,908 27,918 -18
------ ----- ---- ------ ------ ----
$ 10,194 $ 9,906 +3 $ 42,911 $ 39,634 +8
====== ===== == ====== ====== ==
</TABLE>
The Premium business increase is the result of management's focus on that
business and the continuation of a trend experienced over the prior two years.
Unit volume growth has been achieved by the addition of new customers and
increased business with existing customers. As a result of the trademark sale to
Supreme, the Company began liquidating retail and golf inventories late in the
second quarter of 1996 and generally completed sell-off of all associated
inventory by the end of the third quarter.
The backlog of unfilled Premium business orders at the end of the third quarter
was $4,136,000 compared to $310,000 at the same time a year ago. The increase is
due to the Company's continued unit volume growth, strong reaction to the
Company's new styles for early 1997 delivery and earlier receipt of orders from
distributors compared to last year.
ROYALTIES are all related to the sold businesses and, as a result, the Company
recorded no royalty income after the September 6, 1996 sale to Supreme.
GROSS PROFIT in the third quarter of 1996 was 15.8% compared to 16.4% for the
same period last year. During the quarter sales related to the sold businesses
were at no margin as a result of inventory liquidation. Gross margin of the
Premium business was 22.9% in the third quarter this year vs. 25% in 1995. For
the nine months, Premium business gross margins were 23.6% this year vs. 24.2%
in 1995. The reduction in the Premium business gross margin ratio during the
third quarter and year-to-date periods is the result of volume shifting toward
distributors who purchase large volumes of product at a discount.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES in the quarter decreased over the
prior year as a result of cessation of design, sales, marketing and advertising
costs related to the sold businesses. For the nine months, decreases in these
expenses were offset by $215,000 higher warehouse costs due to high inventory
levels through mid-year and a $451,000 increase in expenses related to the
Company's management information systems upgrade project.
RESTRUCTURING COSTS of $400,000 in the first nine months of 1995 related
primarily to severance costs associated with staffing reductions that occurred
in the last half of that year.
INTEREST EXPENSE decreased during the third quarter due to lower borrowings as a
result of proceeds from the sale to Supreme, inventory reduction and receivables
collection. INTEREST INCOME was recorded during the quarter as a result of
invested funds from the Supreme sale proceeds.
GAIN ON SALE OF TRADEMARKS represents the gain on the September sale of assets
to Supreme and the June sale to ITOCHU. Gains were comprised of proceeds less
transaction and disposition costs.
At the beginning of 1996, the Company had $35,300,000 in net operating loss
carryforwards for federal income tax purposes. As a result, $2,309,000 of the
PROVISION FOR INCOME TAXES was applied as a reduction in the deferred tax asset
during the first nine months of 1996 and $1,104,000 of the provision for income
taxes was credited directly to stockholders' equity in accordance with Fresh
Start Reporting. At October 5, 1996, the Company had approximately $24,300,000
in net operating loss carryforwards for federal income tax purposes.
CAPITAL RESOURCES AND LIQUIDITY
Capital Resources:
The financial condition of the Company is reflected in the following:
October 5, January 6,
(000's omitted) 1996 1996
--------------- ---------- --------
Working capital........................ $ 20,496 $ 3,926
Current ratio.......................... 3.4:1 1.2:1
Stockholders' equity................... $21,513 $12,984
As reported in the Condensed Consolidated Statements of Cash Flows, operating
activities during the first nine months of 1996 provided cash of $3,247,000,
primarily the result of a $7,338,000 liquidation of inventories and receivables
related to the retail and golf segment businesses which were disposed of in
September. In addition, other current liabilities increased $1,974,000 as a
result of accruals for legal and professional fees, severance benefits and
contractual and other costs related to the Supreme sale transaction. Capital
spending of $691,000 was comprised primarily of investment in manufacturing
equipment which is expected to improve efficiency and throughput and upgrades to
air conditioning systems in the Company's North Carolina manufacturing and
distribution facilities. Proceeds of $5,000,000 from the June ITOCHU sale were
used to pay down line of credit borrowings while the proceeds from the
$18,000,000 September Supreme sale were added to cash. The Company had
$15,676,000 of cash and cash equivalents at the end of the third quarter,
$650,000 of which was pledged as collateral on letters of credit.
Liquidity:
As a result of the sale to Supreme on September 6, 1996, the sale to ITOCHU on
June 28, 1996, and the liquidation of inventories and receivables related to the
sold retail and golf segment businesses, the Company paid off its bank line of
credit and had $15,676,000 of cash and cash equivalents at the end of the third
quarter. As a result of the above transactions, and the focus on its remaining
Premium business, the Company's borrowing requirements are expected to be
considerably lower than historic levels. As reported in the Company's August 16,
1996 Proxy Statement, a dividend of at least $12,000,000 is expected to be paid
to stockholders within six months from the September 6, 1996 sale to Supreme.
Looking Forward:
In late 1995, the Company retained the services of an investment banking firm to
explore a range of opportunities to maximize stockholder value. This action
culminated in the sale of trade names and trademarks to ITOCHU and Supreme. As a
result, the Company is now focusing entirely on the Premium/Special Markets
business which management expects will lead to continued sales growth, increased
margins due to less markdown risk than previously experienced in the retail and
golf businesses, and lower operating costs due to significant reductions in
design, advertising and selling expense.
Cautionary Statement:
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, and in future filings by the Company with
the Securities and Exchange Commission, in the Company's press releases and in
oral statements made with the approval of an authorized executive officer which
are not historical or current facts are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made. The following important factors, among others, in some cases
have affected and in the future could affect the Company's actual results and
could cause the Company's actual financial performance to differ materially from
that expressed in any forward-looking statement: (i) continued implementation of
the North America Free Trade Agreement (NAFTA) is expected to put competitive
cost pressure on apparel wholesalers with domestic production facilities such as
the Company; (ii) the inability to carry out marketing and sales plans would
have a materially adverse impact on the Company's projections; and (iii) any
forward-looking statements are based on certain assumptions and conditions at
the time of those projections and actual results could differ materially should
changes occur in conditions such as the competitive environment in the apparel
industry, general economic conditions and government regulations. The foregoing
list should not be construed as exhaustive and the Company disclaims any
obligation subsequently to revise any forward- looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
PREMIUMWEAR, INC.
PART II: OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders:
(a) (i) The following persons were elected to the Company's
Board of Directors:
Votes For Votes Withheld
--------- --------------
Kevin S. Moore 1,870,065 5,009
William J. Morgan 1,870,265 4,809
Keith A. Benson 1,870,017 5,057
Thomas D. Gleason 1,870,265 4,809
Michael A. Raskin 1,694,880 180,194
(ii) The following directors' term of office continued after
the meeting:
C. Derek Anderson
Mark B. Vittert
Lowell M. Fisher
Gerald E. Magnuson
(b) The Company's stockholders approved (i) the Purchase and
Sale Agreement dated as of May 22, 1996 between The Company
and Supreme International Corporation whereby the Company
agreed to sell a substantial portion of its assets to
Supreme; and (ii) an amendment to the Company's Certificate
of Incorporation to change the name of the Company to
"PremiumWear, Inc." by a vote of 1,406,590 shares voting in
favor, 3,153 shares against, and 465,331 shares abstaining
or subject to broker non-votes.
(c) The Company's stockholders approved and ratified the grant
of options to purchase 15,000 shares of the Company's Common
Stock to a non-employee director in connection with services
rendered to the Company by a vote of 1,730,899 shares voting
in favor, 55,532 shares against, and 88,643 shares
abstaining or subject to broker non-votes.
Item 5: Other Information
None.
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11.1 - Per Share Earnings Computations.
Exhibit 27 - Financial Data Schedule for SEC use
(b) Reports on Form 8-K
The Company filed a Form 8-K, as amended, dated September 6,
1996 relating to the sale of assets to Supreme International
Corporation. This Form 8-K included the following:
(1) Proforma Financial Information, incorporated by
reference in the definitive proxy statement of
Munsingwear, Inc. filed with the Securities and
Exchange Commission on August 16, 1996.
- Pro Forma Unaudited Consolidated Balance Sheet
as of July 6, 1996
- Pro Forma Unaudited Consolidated Statement of
Operations for the Six Months Ended July 6, 1996
- Pro Forma Unaudited Consolidated Statement of
Operations for the Year Ended January 6, 1996
- Notes to Pro Forma Unaudited Financial
Statements
(2) Purchase and Sale Agreement dated as of May 22, 1996
between the registrant and Supreme International
Corporation (incorporated by reference to Exhibit A to
the Definitive Proxy Statement filed with the
Securities and Exchange Commission on August 16, 1996).
(3) License Agreement between the registrant and Supreme
International Corporation made and entered into as of
September 6, 1996 (pursuant to Rule 24b-2, certain
information has been deleted and filed separately with
the Commission).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PREMIUMWEAR, INC.
(Registrant)
Date: NOVEMBER 18, 1996 /S/THOMAS D. GLEASON
Thomas D. Gleason
Chairman & CEO
/S/JAMES S. BURY
James S. Bury
Vice President, Controller
<TABLE>
<CAPTION>
Exhibit 11.1
PREMIUMWEAR, INC. AND SUBSIDIARIES
PER SHARE EARNINGS COMPUTATIONS
Three Months Ended Nine Months Ended
------------------ -----------------
October 5, October 7, October 5, October 7,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Primary Earnings Per Share:
Weighted average number of common
shares outstanding ............... 2,060,000 2,066,000 2,051,000 2,066,000
Common Share equivalents from assumed
exercise of options and warrants . 97,000 -- 59,000 --
----------- ----------- ----------- -----------
Total shares ................... 2,157,000 2,066,000 2,110,000 2,066,000
Net income (loss) .............. $ 4,025,000 $ (568,000) $ 7,112,000 $ (12,000)
Net income (loss) per common and
common equivalent share ...... $ 1.87 $ (0.27) $ 3.37 $ (0.01)
----------- ----------- ----------- -----------
Fully Dilutive Earnings Per Share:
Weighted average number of common
shares outstanding ............... 2,060,000 2,066,000 2,051,000 2,066,000
Common Share equivalents from assumed
exercise of options and warrants . 105,000 -- 108,000 --
----------- ----------- ----------- -----------
Total shares ................... 2,165,000 2,066,000 2,159,000 2,066,00
Net income (loss) .............. $ 4,025,000 $ (568,000) $ 7,112,000 $ (12,000)
Net income (loss) per common and
common equivalent share ...... $ 1.86 $ (0.27) $ 3.29 $ (0.01)
----------- ----------- ----------- -----------
</TABLE>
Net income per common and common equivalent share is computed using the weighted
average number of shares outstanding during each period.
Common equivalent shares represent the dilutive effects of outstanding stock
options and warrants using the treasury stock method and average market prices
during the periods presented. The impact of common equivalent shares has been
excluded from the computation of the 1995 net loss per common share as such
impact would be antidilutive.
The calculation of fully dilutive earnings per share uses the higher of the
ending market price for the period or the average market price.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-04-1997
<PERIOD-END> OCT-05-1996
<CASH> 15,656
<SECURITIES> 0
<RECEIVABLES> 5,904
<ALLOWANCES> 1,089
<INVENTORY> 7,446
<CURRENT-ASSETS> 29,197
<PP&E> 4,714
<DEPRECIATION> 2,990
<TOTAL-ASSETS> 30,921
<CURRENT-LIABILITIES> 8,701
<BONDS> 0
0
0
<COMMON> 21
<OTHER-SE> 21,492
<TOTAL-LIABILITY-AND-EQUITY> 30,921
<SALES> 10,194
<TOTAL-REVENUES> 10,886
<CGS> 9,021
<TOTAL-COSTS> 8,588
<OTHER-EXPENSES> 2,395
<LOSS-PROVISION> 64
<INTEREST-EXPENSE> (6)
<INCOME-PRETAX> 6,171
<INCOME-TAX> 2,146
<INCOME-CONTINUING> 4,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,025
<EPS-PRIMARY> 1.87
<EPS-DILUTED> 1.86
</TABLE>
