<PAGE>
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
UNITED STATES
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 Quarter Ended May 3, 1996 Commission File Number 1-8649
------------ ------
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 41-0580470
(State of Incorporation) (I.R.S. Employer
Identification Number)
8111 LYNDALE AVENUE SOUTH
BLOOMINGTON, MINNESOTA 55420
TELEPHONE NUMBER: (612) 888-8801
_____________________________
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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
----- -----
The number of shares of Common Stock outstanding as of May 31, 1996 was
12,147,691.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
THE TORO COMPANY
INDEX TO FORM 10-Q
Page Number
-----------
PART I. FINANCIAL INFORMATION:
Condensed Consolidated Statements of Operations and
Retained Earnings -
Three and Six Months Ended
May 3, 1996 and April 28, 1995. . . . . . . . . . . . 3
Condensed Consolidated Balance Sheets
May 3, 1996, April 28, 1995 and October 31, 1995, . . 4
Consolidated Statements of Cash Flows -
Six Months Ended May 3, 1996 and April 28, 1995 . . . 5
Notes to Condensed Consolidated Financial Statements . . . 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . 8-10
PART II. OTHER INFORMATION:
Item 4 Results of Votes of Security Holders . . . . . . . 11
Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . 11
Exhibit 11 Computation of Earnings
Per Common Share. . . . . . . . . . . . . 12
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
THE TORO COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -----------------------------
May 3, April 28, May 3, April 28,
1996 1995 1996 1995
------------ ---------------- ------------- --------------
<S> <C> <C> <C> <C>
Net sales. . . . . . . . . . . . . . .$ 288,646 $ 310,613 $ 500,147 $ 524,563
Cost of sales. . . . . . . . . . . . . 184,836 203,271 320,008 341,153
------------ ------------ ------------ ------------
Gross profit . . . . . . . . . . 103,810 107,342 180,139 183,410
Selling, general and administrative
expense . . . . . . . . . . . . . 73,540 76,245 137,364 140,239
------------ ------------ ------------ ------------
Earnings from operations . . . . 30,270 31,097 42,775 43,171
Interest expense . . . . . . . . . . . 4,134 3,428 7,103 6,023
Other income, net. . . . . . . . . . . (1,640) (1,563) (6,153) (3,415)
------------ ------------ ------------ ------------
Earnings before income taxes . . 27,776 29,232 41,825 40,563
Provision for income taxes . . . . . . 10,956 11,693 16,507 16,225
------------ ------------ ------------ ------------
Net earnings . . . . . . . . . .$ 16,820 $ 17,539 $ 25,318 $ 24,338
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Retained earnings at beginning
of period. . . . . . . . . . . . 149,924 121,751 142,891 116,482
Dividends on common stock of
$0.12, $0.12,$0.24 and $0.24
per share, respectively. . . . . (1,470) (1,528) (2,935) (3,058)
------------ ------------ ------------ ------------
Retained earnings at end of period . .$ 165,274 $ 137,762 $ 165,274 $ 137,762
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net earnings per share of
common stock and common stock
equivalent . . . . . . . . . . .$ 1.33 $ 1.32 $ 2.00 $ 1.83
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net earnings per share of common
stock and common stock
equivalent - assuming full
dilution . . . . . . . . . . . . .$ 1.33 $ 1.32 $ 2.00 $ 1.83
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
THE TORO COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
May 3, April 28, October 31,
1996 1995 1995
---------- ------------- ---------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents. . . . . . . . .$ 4,238 $ 11,709 $ 7,702
Receivables, net . . . . . . . . . . . . . 343,344 329,447 198,816
Inventories. . . . . . . . . . . . . . . . 158,841 138,018 145,862
Other current assets . . . . . . . . . . . 32,270 30,093 33,879
---------- ----------- ------------
Total current assets. . . . . . . . . 538,693 509,267 386,259
---------- ----------- ------------
Property, plant and equipment. . . . . . . 216,806 203,928 211,681
Less accumulated depreciation
and amortization. . . . . . . . . . . 148,100 138,128 141,726
---------- ----------- ------------
68,706 65,800 69,955
Other assets . . . . . . . . . . . . . . . 17,676 17,397 16,439
---------- ----------- ------------
Total assets. . . . . . . . . . . . .$ 625,075 $ 592,464 $ 472,653
---------- ----------- ------------
---------- ----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt. . . . .$ 10,353 $ 16,055 $ 15,334
Short-term borrowing . . . . . . . . . . . 148,585 91,863 41,575
Accounts payable . . . . . . . . . . . . . 39,565 44,650 51,052
Other accrued liabilities. . . . . . . . . 142,853 167,245 113,212
---------- ----------- ------------
Total current liabilities . . . . . . 341,356 319,813 221,173
---------- ----------- ------------
Long-term debt, less current portion . . . 53,339 65,369 53,365
Other long-term liabilities. . . . . . . . 20,201 5,250 7,223
Common stockholders' equity:
Common stock par value $1.00,
authorized 35,000,000 shares;
issued and outstanding 12,099,223
shares at May 3, 1996 (net of
743,102 treasury shares),
12,763,886 shares at April 28, 1995
(net of 63,281 treasury shares),
and 12,167,835 shares at
October 31, 1995 (net of 674,490
treasury shares). . . . . . . . . . . 12,099 12,764 12,168
Additional paid-in capital. . . . . . . 33,359 53,604 35,712
Retained earnings . . . . . . . . . . . 165,274 137,762 142,891
Foreign currency translation
adjustment. . . . . . . . . . . . . . (553) 514 121
---------- ----------- ------------
210,179 204,644 190,892
Receivable from ESOP. . . . . . . . . . - (2,612) -
---------- ----------- ------------
Total common stockholders' equity . . . 210,179 202,032 190,892
---------- ----------- ------------
Total liabilities and common
stockholders' equity. . . . . . . . .$ 625,075 $ 592,464 $ 472,653
---------- ----------- ------------
---------- ----------- ------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
THE TORO COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
----------------------------
May 3, April 28,
1996 1995
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings. . .. . . . . . . . . . . . . . . . . . . . . . . $ 25,318 $24,338
Adjustments to reconcile net earnings to net cash
used in operating activities:
Provision for depreciation and amortization . . . . . . . . 8,831 8,906
Loss on disposal of property, plant and equipment . . . . . (115) (234)
Deferred income taxes . . . . . . . . . . . . . . . . . . . - (297)
Tax benefits related to employee stock option transactions. 1,490 1,178
Changes in operating assets and liabilities:
Receivables, net . . . . . . . . . . . . . . . . . . . . (144,528) (146,954)
Inventories. . . . . . . . . . . . . . . . . . . . . . . (12,979) (5,164)
Other current assets . . . . . . . . . . . . . . . . . . 1,609 (1,874)
Accounts payable and accrued expenses. . . . . . . . . . 14,597 38,542
Accrued income taxes . . . . . . . . . . . . . . . . . . 3,557 (2,779)
----------- ----------
Net cash used in operating activities . . . . . . . . (102,220) (84,338)
----------- ----------
Cash flows from investing activities:
Purchases of property, plant and equipment. . . . . . . . . (7,236) (14,683)
Proceeds from asset disposals . . . . . . . . . . . . . . . 184 633
(Increase) decrease in other assets . . . . . . . . . . . . (1,652) 658
----------- ----------
Net cash used in investing activities . . . . . . . . (8,704) (13,392)
----------- ----------
Cash flows from financing activities:
Increase in sale of receivables . . . . . . . . . . . . . . - 17,417
Increase in short-term borrowing. . . . . . . . . . . . . . 107,010 91,863
Repayments of long-term debt. . . . . . . . . . . . . . . . (5,007) (10,030)
Change in other long-term liabilities . . . . . . . . . . . 12,978 -
Proceeds from sale of common stock. . . . . . . . . . . . . 3,238 2,015
Purchases of common stock . . . . . . . . . . . . . . . . . (7,150) (1,919)
Dividends on common stock . . . . . . . . . . . . . . . . . (2,935) (3,058)
----------- ----------
Net cash provided by financing activities . . . . . . 108,134 96,288
----------- ----------
Foreign currency translation adjustment. . . . . . . . . . . . (674) 749
----------- ----------
Net decrease in cash and cash equivalents. . . . . . . . . . . (3,464) (693)
Cash and cash equivalents at beginning of period . . . . . . . 7,702 12,402
----------- ----------
Cash and cash equivalents at end of period . . . . . . . . . . $ 4,238 $ 11,709
----------- ----------
----------- ----------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE>
THE TORO COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MAY 3, 1996
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the unaudited consolidated financial statements include all
adjustments, consisting primarily of recurring accruals, considered
necessary for a fair presentation of the financial position and the results
of operations. The Toro Company's business is seasonal. Operating results
for the six months ended May 3, 1996 are not necessarily indicative of the
results that may be expected for the year ending October 31, 1996.
In November 1995, the company changed its fiscal year from a fiscal year
ended July 31 to a fiscal year ended October 31.
The quarter ended May 3, 1996 had thirteen weeks of results versus the
prior quarter ended April 28, 1995 which had twelve weeks. Both six month
periods ended May 3, 1996 and April 28, 1996 had 26 weeks of actual
results.
For further information, refer to the consolidated financial statements and
notes included in the company's Annual Report on Form 10-K for the year
ended July 31, 1995 (the company's former fiscal year end). The policies
described in that report are used for preparing quarterly reports.
2. INVENTORIES
The majority of inventories are valued at the lower of cost or net
realizable value with cost determined by the last-in, first-out (LIFO)
method. Had the first-in, first-out (FIFO) method of cost determination
been used, inventories would have been $24,841,000 and $19,204,000 higher
than reported at May 3, 1996, and April 28, 1995, respectively. Under the
FIFO method, work-in-process inventories were $78,977,000 and $76,042,000
and finished goods inventories were $104,705,000 and $81,180,000 at May 3,
1996, and April 28, 1995, respectively.
-6-
<PAGE>
3. DEFERRED INCOME
The company entered into a forward starting interest rate exchange
agreement with a bank on March 6, 1996 to hedge the anticipated refinancing
of its $50 million, 11% long-term sinking fund debentures callable August
1, 1997, and to realize the benefit of current favorable interest rates.
Simultaneously with entering into this interest rate exchange agreement,
the company terminated its interest rate exchange agreement entered into
during February 1994. The effect of this transaction was to extend the
original forward starting interest rate exchange agreement from 5 years to
30 years. As a result of this transaction, the net cash received was
increased from $5.25 million in 1994 to $17.3 in March of 1996. The net
proceeds to the company in March 1996 were $12.1 million. In return for
the net proceeds, the company will pay the bank 10.55% on a notational
amount of $50 million from August 1, 1997 through July 31, 2027 and the
company will receive payments based on a floating rate equal to LIBOR on
the notational amount over the same period.
The net interest rate differential to be received or paid and the $17.3
million deferred income will be recognized commencing August 1, 1997 as a
reduction to interest expense over the term of the agreement.
In accordance with FASB statement 107 "Disclosures about Fair Value of
Financial Instruments" the cost to terminate this agreement at May 3,
1996, had management elected to do so, was approximately $17.4 million
which would have resulted in a loss of approximately $0.1 million.
-7-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth sales by product line.
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------------------------
(Dollars in thousands) May 3, April 28,
1996 1995 $ Change % Change
------------ ---------------- ------------- --------------
<S> <C> <C> <C> <C>
Consumer products. . . . . . . . . . .$ 137,791 $ 172,925 $ (35,134) (20.3)%
Commercial products. . . . . . . . . . 108,523 100,448 8,075 8.0
Irrigation products. . . . . . . . . . 42,332 37,240 5,092 13.7
------------ ------------ ------------
Total *. . . . . . . . . . . . . .$ 288,646 $ 310,613 $ (21,967) (7.1)%
------------ ------------ ------------
------------ ------------ ------------
* Includes international sales of: . .$ 64,339 $ 56,461 $ 7,878 14.0%
Six Months Ended
-------------------------------------------------------------
(Dollars in thousands) May 3, April 28,
1996 1995 $ Change % Change
------------ ---------------- ------------- --------------
Consumer products. . . . . . . . . . .$ 240,432 $ 284,904 $ (44,472) (15.6)%
Commercial products. . . . . . . . . . 186,856 174,290 12,566 7.2
Irrigation products. . . . . . . . . . 72,859 65,369 7,490 11.5
------------ ------------ ------------
Total *. . . . . . . . . . . . . .$ 500,147 $ 524,563 $ (24,416) (4.7)%
------------ ------------ ------------
------------ ------------ ------------
* Includes international sales of: . .$ 103,758 $ 91,243 $ 12,515 13.7%
</TABLE>
Worldwide net sales for the three months ended May 3, 1996 of $288.6 million
decreased by $22.0 million from the prior year. This decrease was diminished
because the quarter ended May 3, 1996 included thirteen weeks of results versus
the prior quarter ended April 28th, 1995 which included twelve weeks. The $21.9
million decrease occurred primarily as a result of decreased consumer sales due
to an unusually slow start to the lawn and garden retail season because of
unseasonable weather over most of the United States. The decline in consumer
product sales for the quarter was offset partially by an increase in commercial
and irrigation product sales. Although commercial product sales also had a
delayed impact due to the unseasonable weather, they rebounded late in the
quarter as sales of equipment to golf courses improved. Sales of irrigation
products to mass merchants gained momentum and irrigation sales to golf courses
remained strong. International sales, reported within the consumer, commercial
and irrigation results above, increased from the prior year due to stronger
economies and improved weather conditions.
Gross profit of $103.8 million decreased $3.5 million from the prior year. As a
percent of sales, gross profit for the period ended May 3, 1996 was 36.0%
compared with 34.6% for the period ended April 28, 1995 due primarily to
favorable product costs and mix.
-8-
<PAGE>
Selling General and Administrative Expense
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
S G & A May 3, % of Net Apr 28, % of Net
1996 Sales 1995 Sales
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Administrative $ 21.7 7.5% $ 23.1 7.4%
Sales and Marketing 24.3 8.4 28.9 9.3
Warranty 11.0 3.8 9.6 3.1
Distributor/Dealer Financing 2.8 1.0 3.0 1.0
Research and Development 7.5 2.6 6.4 2.1
Warehousing 4.4 1.5 3.6 1.1
Service/Quality Assurance 1.8 0.6 1.6 0.5
--- --- --- ---
Total $ 73.5 25.4% $ 76.2 24.5%
</TABLE>
Selling, General and Administrative Expense (S G & A) decreased $2.7 million
from the prior year and as a percent of sales increased to 25.4%.
Administrative expense decreased $1.4 million from the prior year primarily
because the company was beginning its implementation of an enterprise wide
information system in fiscal 1995. Sales and marketing expense decreased
primarily because of reduced sales and the company's efforts to reduce marketing
costs. Warranty expense increased from the prior year primarily as a result of
a reserve established for required rework on a lawnmower product and gas tank
was offset partially because warranty reserve requirements were lower.
Distributor/Dealer financing was down primarily due to a reduction in
distributor financing expense because of the sales decline. Research and
development expenditures were above the prior year reflecting the company's
continued commitment to product innovation. Warehousing was up due in part to
expenses related to the opening of a new parts warehouse/distribution center
late in fiscal 1995 and also increased temporary labor and consulting fees.
FINANCIAL POSITION AS OF MAY 3, 1996
MAY 3, 1996 COMPARED TO APRIL 28, 1995
Total assets as of May 3, 1996 were $625.1 million, up $32.6 million from April
28, 1995. The primary increases occurred in accounts receivable and inventory.
The increase in inventory comes as a result of the slow retail season in many
product categories. Production changes and a pick up in retail demand is
expected to bring inventory levels back in line with prior periods by October
31, 1996.
Historically, accounts receivable balances increase throughout the winter months
as a result of extended payment terms made available to the company's customers
and decrease in late spring when payments become due. Accounts receivable
showed an increase of $13.9 million over the prior year. Of this increase,
approximately $17.4 million relates to the sale of receivables in the prior
period with no receivables being sold in the current year. The offsetting
decrease occurred primarily due to reduced consumer sales of 20.3% which was
offset by the increases in the commercial, irrigation and international sales.
Total current liabilities of $341.4 million at May 3, 1996 increased $21.5
million compared with current liabilities at April 28, 1995. The majority of
this increase occurred in short-term borrowing, which was up $56.7 million over
the prior year. The increase in short-term borrowing reflects the company's
cash management strategy of utilizing short-term borrowing to fund the company's
seasonal working capital needs. The company's peak borrowing usually occurs in
late winter/early spring. The company also acquired $6.5 million of Toro stock
in the second quarter. The purchased stock will be used primarily to fulfill
the company's obligations under a variety of benefit plans. The increase in
short-term borrowing was offset by a decrease in other accrued liabilities which
reflects reductions in marketing programs due to a combination of the consumer
sales decline and the company's efforts to reduce marketing costs.
Other long-term liabilities increased $15.0 million over the prior year because
the company entered into a forward starting interest rate exchange agreement.
See footnote 3 on page 7.
-9-
<PAGE>
MAY 3, 1996 COMPARED TO OCTOBER 31, 1995
Total assets as of May 3, 1996 were $625.1 million, up $152.4 million from
October 31, 1995. The majority of this increase occurred in accounts receivable
($144.5 million). The increase in accounts receivable is attributable to the
company's business cycle with receivables increasing as sales increase in the
winter months and extended payment terms are offered to customers. In addition,
accounts receivable have increased due to the expansion of the dealer financing
customer base.
Total current liabilities of $341.4 million at May 3, 1996 increased $120.2
million compared with current liabilities at October 31, 1995. The majority of
this increase was the result of additional short-term borrowing of $107.0
million. The increase in short-term borrowing reflects the company's strategy
of utilizing short-term borrowing to fund the company's seasonal working capital
needs. The company also acquired $7.2 million of Toro stock in the six months
ended May 3, 1996.
Other long-term liabilities increased $13.0 million because the company entered
into a forward starting interest rate exchange agreement. See footnote 3 on
page 7.
LIQUIDITY AND CAPITAL RESOURCES
EQUITY
Equity increased $8.1 million compared with the prior year. Retained earnings
increased $27.5 million. This was offset by a decrease in additional paid in
capital. The company acquired $31.3 million of Toro stock in the twelve months
ended May 3, 1996. The purchased stock will be used primarily to fulfill the
company's obligations under a variety of benefit plans.
Equity as of May 3, 1996 increased $19.3 million compared to October 31, 1995.
The increase reflects the earnings over the period.
CASH FLOWS
The seasonal working capital requirements of the business are financed with
short-term debt. Management believes that the combination of funds available
through its existing financing arrangements, coupled with forecasted cash flows,
will provide the capital resources for its anticipated needs.
Cash used in operating activities was primarily to support the increase in
accounts receivable and inventory primarily as a result of normal seasonal
increases, offset slightly by payments of accounts payable and accrued expenses.
Partially offsetting these operating cash outflows were positive cash flows from
net earnings.
Net cash used in investment activities was the result of spending related to
company improvement projects of property, plant, and equipment. Investment in
property, plant, and equipment is down due to the prior year investments
including several one-time expenditures on facility expansions.
Net cash provided by financing activities was the result of proceeds from short-
term borrowing used to fulfill the operating cash flow requirements described
above in addition to reducing long-term debt. The cash provided from the change
in other long-term liabilities is the cash received from the forward starting
interest rate exchange agreement entered into on March 6, 1996. See footnote 3
on page 7.
INFLATION
The company is subject to the effects of changing prices. The Company has,
however, generally been able to pass along inflationary increases in its costs
by increasing the prices of its products.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
Item 4 Results of Votes of Security Holders
The Annual Meeting of Stockholders was held on March 12, 1996.
The results of the stockholder votes were as follows: on the election of
directors, 10,556,001 were voted for election and some of the proxies were
cast against the three directors, but not more than 3.7% of the shares
represented in person or by proxy at the meeting; on the Annual Management
Incentive Plan 9,944,819 shares were voted for, 831,440 shares were voted
against and 181,735 shares abstained; and on the amendment of Continuous
Performance Award Plan 9,803,760 shares were voted for, 950,554 shares were
voted against, and 203,680 shares abstained; and on the Amendment of 1989
and 1993 Stock Option Plans 5,810,547 shares were voted for, 3,861,708
shares were voted against, and 240,234 shares abstained; and on the
Amendment of The Toro Company 1992 Directors Stock Plan 7,213,856 shares
were voted for, 2,488,113 shares were voted against, and 210,520 shares
abstained; on the appointment of the independent auditors 10,698,164
shares were voted for, 153,598 shares were voted against and 106,232 shares
abstained.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibit 11 Computation of Earnings per Common Share
(b) Exhibit 27 Financial Data Schedule
Summarized financial data; electronic filing only.
(c) Reports on Form 8-K
The Company did not file any Form 8-K reports during the second
quarter of 1996.
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.
THE TORO COMPANY
(Registrant)
By /s/ Gerald T. Knight
-------------------------------
Gerald T. Knight
Vice President, Finance
Chief Financial Officer
(principal financial officer)
Date: June 17, 1996
-11-
<PAGE>
Exhibit 11
THE TORO COMPANY AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
May 3, April 28, May 3, April 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net earnings . . . . . . . . . . . . . . . . . . . . . $ 16,820 $ 17,539 $ 25,318 $ 24,338
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Primary:
Shares of common stock and common
stock equivalents:
Weighted average number of common shares
outstanding . . . . . . . . . . . . . . . . . . 12,222,437 12,770,376 12,220,874 12,759,817
Dilutive effect of outstanding
stock options (1) . . . . . . . . . . . . . . . 429,796 504,457 437,539 515,562
----------- ----------- ----------- -----------
12,652,233 13,274,833 12,658,413 13,275,379
----------- ----------- ----------- -----------
Net earnings per share of common stock
and common stock equivalent . . . . . . . . . . $ 1.33 $ 1.32 $ 2.00 $ 1.83
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Fully Diluted:
Shares of common stock and common
stock equivalents:
Weighted average number of common shares
outstanding . . . . . . . . . . . . . . . . . . 12,222,437 12,770,376 12,220,874 12,759,817
Dilutive effect of outstanding
stock options (2) . . . . . . . . . . . . . . . 429,796 505,169 445,315 523,338
----------- ----------- ----------- -----------
12,652,233 13,275,545 12,666,189 13,283,155
----------- ----------- ----------- -----------
Net earnings per share of common stock
and common stock equivalent . . . . . . . . . . $ 1.33 $ 1.32 $ 2.00 $ 1.83
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
1) Outstanding stock options and options exercised in the current period are
converted to common stock equivalents by the treasury stock method using
the average market price of the company's stock during each period.
2) Outstanding stock options and options exercised in the current period are
converted to common stock equivalents by the treasury stock method using
the greater of the average market price or the period-end market price of
the company's stock during each period.
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS,
THE CONDENSED CONSOLIDATED BALANCE SHEET AND EXHIBIT 11 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1995
<PERIOD-END> MAY-03-1996
<CASH> 4,238
<SECURITIES> 0
<RECEIVABLES> 343,344<F5>
<ALLOWANCES> 0<F4>
<INVENTORY> 158,841
<CURRENT-ASSETS> 538,693
<PP&E> 216,806
<DEPRECIATION> 148,100
<TOTAL-ASSETS> 625,075
<CURRENT-LIABILITIES> 341,356
<BONDS> 63,692<F1>
0
0
<COMMON> 12,099<F2>
<OTHER-SE> 198,080
<TOTAL-LIABILITY-AND-EQUITY> 625,075
<SALES> 288,646
<TOTAL-REVENUES> 288,646
<CGS> 184,836
<TOTAL-COSTS> 73,540
<OTHER-EXPENSES> (1,640)<F3>
<LOSS-PROVISION> 0<F4>
<INTEREST-EXPENSE> 4,134
<INCOME-PRETAX> 27,776
<INCOME-TAX> 10,956
<INCOME-CONTINUING> 16,820
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,820
<EPS-PRIMARY> 1.33
<EPS-DILUTED> 1.33
<FN>
<F1>TOTAL LONG-TERM DEBT
<F2>DOES NOT INCLUDE ADDITIONAL PAID-IN-CAPITAL
<F3>OTHER INCOME-NET
<F4>NOT INCLUDED IN QUARTERLY FINANCIAL INFORMATION
<F5>TOTAL NET RECEIVABLES
</FN>
</TABLE>
