<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
---------------------------------
Commission file number 1-10233
---------------------------------
MAGNETEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3917584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
26 Century Blvd.
Nashville, Tennessee 37214
(Address of principal executive offices)
(Zip Code)
(615) 316-5100
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of Registrant's Common Stock, as of February
4, 1998: 31,315,071 shares.
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
In the opinion of management, the accompanying condensed consolidated
financial statements contain all adjustments necessary to fairly present the
financial position as of December 31, 1997 and the results of operations and
cash flows for the three-month and six month periods ended December 31, 1997
and 1996. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and notes included in the Company's latest annual report on Form 10-K.
Results for the three months and six months ended December 31, 1997 are not
necessarily indicative of results which may be experienced for the full
fiscal year.
<PAGE>
ITEM 1
MAGNETEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 and JUNE 30, 1997
(amounts in thousands)
<TABLE>
<CAPTION>
ASSETS December 31 June 30
- ------ -------------------- --------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash $ 4,020 $ 6,138
Accounts receivable 190,446 191,011
Inventories 194,397 181,014
Prepaid expenses and other 40,199 28,976
---------------- ----------------
Total current assets 429,062 407,139
---------------- ----------------
Property, plant and equipment 430,738 407,997
Less-accumulated depreciation
and amortization 249,894 231,627
---------------- ----------------
180,844 176,370
---------------- ----------------
Goodwill 30,006 30,741
Deferred financing costs,
intangible and other assets 35,464 40,298
---------------- ----------------
Total Assets $ 675,376 $ 654,548
---------------- ----------------
---------------- ----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 101,690 $ 97,060
Accrued liabilities 111,096 119,755
Current portion of long-term debt 2,222 3,109
---------------- ----------------
Total current liabilities 215,008 219,924
---------------- ----------------
Long-term debt, net of current portion 209,086 240,836
Other long-term obligations 69,078 71,273
Deferred income taxes 21,045 20,292
Commitments and contingencies
Stockholders' equity
Common stock 310 282
Other 160,849 101,941
---------------- ----------------
Total stockholders' equity 161,159 102,223
---------------- ----------------
Total Liabilities and
Stockholders' Equity $ 675,376 $ 654,548
---------------- ----------------
---------------- ----------------
</TABLE>
See accompanying notes
<PAGE>
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED
DECEMBER 31, 1997 and 1996
(amounts in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net sales $ 298,507 $ 293,707
Cost of sales 240,241 238,167
------------ ------------
Gross profit 58,266 55,540
Selling, general and administrative 39,727 37,690
------------ ------------
Income from operations 18,539 17,850
Interest expense 3,861 7,197
Other expense, net 639 1,058
------------ ------------
Income before provision
for income taxes 14,039 9,595
Income taxes 5,054 3,839
------------ ------------
Net income $ 8,985 $ 5,756
------------ ------------
------------ ------------
EARNINGS PER COMMON SHARE
- -------------------------
Basic:
Net income $ 0.29 $ 0.23
------------ ------------
------------ ------------
Diluted:
Net income $ 0.28 $ 0.22
------------ ------------
------------ ------------
</TABLE>
See accompanying notes
<PAGE>
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE SIX MONTHS ENDED
DECEMBER 31, 1997 and 1996
(amounts in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net sales $ 584,994 $ 585,117
Cost of sales 469,273 474,735
------------ ------------
Gross profit 115,721 110,382
Selling, general and administrative 79,942 76,613
------------ ------------
Income from operations 35,779 33,769
Interest expense 8,614 14,729
Other expense, net 1,440 2,134
------------ ------------
Income before provision
for income taxes 25,725 16,906
Income taxes 9,261 6,835
------------ ------------
Net income $ 16,464 $ 10,071
------------ ------------
------------ ------------
EARNINGS PER COMMON SHARE
- -------------------------
Basic:
Net income $ 0.55 $ 0.40
------------ ------------
------------ ------------
Diluted:
Net income $ 0.53 $ 0.39
------------ ------------
------------ ------------
</TABLE>
See accompanying notes
<PAGE>
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 16,464 $ 10,071
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation and amortization 18,942 19,573
Changes in operating assets and liabilities (30,527) 17,106
-------------- --------------
Total adjustments (11,585) 36,679
-------------- --------------
Net cash provided by operating activities: 4,879 46,750
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of businesses and assets 23 2,191
Capital expenditures (23,081) ( 17,357)
Other investments 5,181 ( 1,757)
-------------- --------------
Net cash used in investing activities (17,877) ( 16,923)
-------------- --------------
Cash flows from financing activities:
Proceeds from issuance of common stock 4,029 193
Borrowing (repayment) of bank
and other long-term obligations 6,953 (24,731)
Increase in deferred financing costs ( 102) ( 243)
-------------- --------------
Net cash provided by (used in)financing activities; 10,880 (24,781)
-------------- --------------
Net increase (decrease) in cash $ ( 2,118) $ 5,046
Cash at the beginning of period 6,138 871
-------------- --------------
Cash at the end of period $ 4,020 $ 5,917
-------------- --------------
-------------- --------------
</TABLE>
(continued on next page)
<PAGE>
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND 1996
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8,654 $ 12,930
Income Taxes $ 1,344 $ (172)
</TABLE>
(see accompanying notes)
<PAGE>
ITEM 1 (continued)
MAGNETEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(All dollar amounts are in the thousands)
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL PERIOD - The Company uses a fifty-two, fifty-three week fiscal
year. Fiscal periods end on the Sunday nearest the end of the month.
For clarity of presentation, all periods are presented as if they ended
on the last day of the calendar period. The three month and six month
periods ended December 31, 1997 and 1996 each contained thirteen weeks
and twenty six weeks respectively.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of MagneTek, Inc. and its subsidiaries (the
Company). All significant inter-company accounts and transactions have
been eliminated.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and the accompanying notes. Actual
results could differ from these estimates.
EARNINGS PER SHARE - In 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 128,
Earnings per Share. Statement 128 replaced the previously reported
primary and fully diluted earnings per share with basic and diluted
earnings per share. Unlike primary earnings per share, basic
earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Diluted earnings per share is
very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been
presented, and where necessary, restated to conform to the Statement
128 requirements.
2. INVENTORIES
Inventories at December 31, 1997 and June 30, 1997 consist of the
following:
<TABLE>
<CAPTION>
December 31 June 30
----------- ---------
<S> <C> <C>
Raw materials and stock parts $ 61,035 $ 55,584
Work-in-process 45,169 40,343
Finished goods 88,193 85,087
--------- ---------
$194,397 $ 181,014
--------- ---------
--------- ---------
</TABLE>
<PAGE>
3. REPOSITIONING COSTS
In fiscal 1996, as a result of significant declines in sales and profit
margins in both electronic and magnetic ballasts, the Company initiated
a review and analysis of actions to reduce costs and improve future
flexibility and profitability, focused to a large extent in its
Lighting products business. Subsequent to review and approval by the
Company's Board of Directors, certain reserves were established and
charges recorded in the year ended June 30, 1996. These charges were
associated with a variety of repositioning actions and included
severance, termination benefits and asset write-downs related to
facility closures. Reserves were also established for estimated
increases in warranty (primarily related to the electronic ballast
product line) and other costs. Charges recorded in connection with
these reserves and asset write-downs related primarily to the Lighting
Products segment and aggregated $79,717.
The net cash outlays related to those reserves for the second quarter
of fiscal 1998 were $2,000 of which $700 related to warranty, and
$1,300 in severance and termination benefits. Through the first six
months of fiscal 1998 approximately $5,600 of net cash outlays have
been expended against these reserves of which $2,100 related to
warranty $3,000 in severance and termination benefits and $500 in plant
and other repositioning charges. The Company does not anticipate total
cash outlays associated with these reserves to exceed $20,000 in fiscal
1998.
4. LONG TERM DEBT AND BANK BORROWING ARRANGEMENTS
The Company has an agreement with a group of banks (Bank Loan
Agreement) that have committed to lend up to $350,000 under a revolving
loan facility through June, 2002. Borrowings under the credit facility
bear interest at the bank's prime lending rate or, at the Company's
option, the London Interbank Offered Rate plus five-eighths percent.
These rates may be reduced or increased based upon the level of certain
debt-to-cash flow ratios.
During the three months ending September 30, 1997, holders of the
Company's 8% Convertible Subordinated Notes converted $39,590 into
2,471,898 shares of common stock as a result of a call of the
Convertible Notes by the Company (representing the entire remaining
balance of the Notes).
<PAGE>
5. COMMITMENTS AND CONTINGENCIES
The Company and certain of its subsidiaries have been named as
defendants in a suit filed by Cooper Industries, Inc. ("Cooper"),
alleging breach of the 1986 agreement by which the Company acquired
certain businesses from Cooper. At issue in the litigation is the
question of which party has responsibility in connection with pending
lawsuits (the "lawsuits") involving numerous plaintiffs who allege
injurious exposure to asbestos contained in products manufactured by
current or former subsidiaries and divisions of Cooper. Cooper claims
that the Company is obligated to defend and indemnify Cooper in
connection with the lawsuits. The Company has denied that it is
obligated under the agreement to defend and indemnify Cooper in
connection with the lawsuits, and has filed a counterclaim asserting
that Cooper is obligated under the agreement to defend and indemnify
the Company in connection with the lawsuits and that certain insurance
coverage available to Cooper should be applied to the lawsuits. The
Company and Cooper have engaged in settlement discussions, which to
date have not resulted in a resolution of the matters.
In 1994, the Company sold the assets of one of its subsidiaries to
Patriot Sensors and Controls ("Patriot") pursuant to an agreement which
provides that the parties would share responsibility for most of the
lawsuits over a five year period, with Patriot bearing full
responsibility for the lawsuits thereafter. Patriot has stated that it
may be financially unable to perform its indemnification obligations
with respect to the lawsuits. Patriot has filed a suit against the
Company, alleging that the Company breached certain obligations
concerning the costs of defending and settling some of the lawsuits.
The Company and Patriot are engaged in settlement discussions.
Due to (i) the early stage of the Cooper litigation and the Patriot
litigation, (ii) the potential that Patriot may or may not perform some
or all of its indemnification obligations to the Company, and (iii) the
ongoing review of strategies and defenses available to the Company in
the lawsuits, it is difficult to predict the outcome of the foregoing
legal proceedings. However, management of the Company does not believe
that the financial impact of the foregoing legal proceedings will be
material.
<PAGE>
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
THREE MONTHS ENDED DECEMBER 31, 1997 VS. 1996
NET SALES AND GROSS PROFIT.
MagneTek's net sales for the second quarter of fiscal 1998 were $298.5
million, a 1.6% increase from the second quarter of fiscal 1997 at
$293.7 million. Second quarter revenue comparisons were adversely
impacted by deterioration in the lira and deutchmark versus the dollar.
In the absence of currency deterioration, sales for the three months
would have increased approximately 3.8% from the year earlier second
quarter. Sales in the Lighting Products segment declined 5.2% due to
lower sales of magnetic and electronic ballasts as well as currency
translation. High intensity discharge (HID) ballast sales increased in
the period. Motors and Controls segment sales increased 8.2%. Stronger
revenue performance in sales of generators and commercial fractional
horsepower motors and custom drives products contributed to the
increase. Net sales for the Power Supplies segment increased 1.0%.
European sales of power supplies were unfavorably effected by currency
conversion (lira) to U.S. dollars. In the absence of currency
conversion issues, power supplies sales increased 9.2%.
The Company's gross profit increased to $58.3 million (19.5% of net
sales) in the second quarter of fiscal 1998 from $55.5 million (18.9%
of net sales) in the second quarter of fiscal 1997. Improved levels of
gross profit were focused in the Motors and Controls segment and
reflected higher revenue levels. Lighting Products gross profits
declined from the year earlier quarter in absolute dollar terms but
improved as a percentage of net sales. Domestic Lighting Products
operations maintained their gross margin percentage on lower sales
while foreign performance improved over the prior year second quarter.
Reduced sensitivity to sales volume declines in Lighting Products is
occurring as transition to lower cost environments and manufacturing
consolidation continues. Power Supplies gross profits increased as the
shift to more profitable market segments continues.
Reduced emphasis on computer related niches improved product mix.
OPERATING EXPENSES.
Selling, general and administrative (SG&A) expense was $39.7 million
(13.3% of net sales) in the second quarter of fiscal 1998 versus $37.7
million (12.8% of net sales) in the second quarter of fiscal 1997.
Higher revenues in the Motors and Controls segment resulted in
increased variable costs (e.g. freight, logistics). Initiatives
focusing on quality programs, systems enhancements and foreign markets
increased company wide spending. These conscious investments are being
made consistent with longer-term cost and revenue objectives.
<PAGE>
INTEREST AND OTHER EXPENSE.
Interest expense of $3.9 million in the second quarter of fiscal 1998
compared to $7.2 million in the second quarter of fiscal 1997. The
favorable comparison reflects the elimination of the Company's 10-3/4%
Senior Subordinated debt, the conversion to common stock of the 8%
Convertible Debentures and generally lower interest rates. Other
expense of $.6 million in the second quarter of fiscal 1998 was
favorable to the $1.1 million of other expense incurred in the second
quarter of fiscal 1997. Lower amortization of deferred financing costs
due to earlier extinguishment of debt was the primary factor.
NET INCOME.
The Company recorded an after-tax profit of $9.0 million in the second
quarter of fiscal 1998 versus an after-tax profit of $5.8 million in
the second quarter of fiscal 1997. The tax provision in the second
quarter of fiscal 1998 was $5.1 million (36% effective tax rate)
compared to $3.9 million (40% effective tax rate) in the second quarter
of fiscal 1997. The lower effective tax rate primarily reflects tax
deductions associated with re-positioning reserves for which no tax
benefit was previously recorded. The Company expects this lower tax
rate to continue throughout the year.
<PAGE>
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
SIX MONTHS ENDED DECEMBER 31, 1997 VS. 1996
NET SALES AND GROSS PROFIT.
Net sales for MagneTek in the first six months of fiscal 1998 were
$585.0 million, flat with the $585.1 million of sales in the first six
months of fiscal 1997. Sales in the Lighting Products segment decreased
8.0%. Revenues declined in both magnetic and electronic fluorescent
product and were negatively impacted by competitive pricing and
unfavorable currency conversion specific to European sales. Motors and
Controls sales increased 8.7%. Growth in generators, commercial
fractional and integral horsepower products, direct current motors and
drives product contributed to the improved performance. Power Supplies
revenues slipped 4.4%, however the comparison reflects the erosion of
the lira versus the U.S. dollar. In the absence of the currency
penalty, power supplies sales would have increased approximately 7.2%
over the prior six month period.
Gross profits increased to $115.7 million (19.8% of net sales) in the
first six months of fiscal 1998, from $110.4 million (18.9% of net
sales) in the first six months of fiscal 1997. Gross profit levels were
favorably influenced by results in the Motors and Controls segment.
Increased sales volumes in generators and standard drives product were
primary contributors. Motor pricing remains competitive. Lighting
Products results were unfavorable in absolute dollars of gross profit
as sales volumes were below prior year levels. Gross margins (expressed
as a percentage of net sales) improved from prior year due to cost
reductions in European operations and continued domestic consolidation
and transition to lower cost labor areas. Power Supplies gross profits
expanded as the Company focuses on more attractive market niches (e.g.
telecommunications) and emphasizes market segments in which product
differentiation is a competitive advantage.
OPERATING EXPENSES.
Selling, general and administrative (SG&A) expense was $79.9 million
(13.7% of net sales) in the first six months of fiscal 1998 versus
$76.6 million (13.1% of net sales) in the first six months of fiscal
1997. Higher selling costs in the Motors and Controls segment were due
to sales volume increases and associated freight costs. Sales costs
were also higher in the Lighting Products segment due to logistics and
freight cost increases. Administrative costs for the Company were lower
due primarily to lower pension cost, insurance and legal expenses,
offset by expenditures associated with programs to enhance quality and
information systems.
<PAGE>
INTEREST AND OTHER EXPENSES.
Interest expense was $8.6 million in the first six months of fiscal
1998 compared to $14.7 million in the first six months of fiscal 1997.
Due to the extinguishment of the Company's Senior Subordinated debt in
fiscal year 1997 and the conversion of it's Convertible Notes into
equity in the first quarter of fiscal 1998, interest expense has been
substantially reduced. Interest rates on the Company's floating rate
debt are generally lower than the year earlier period. Lower
amortization of deferred financing costs resulted in other expense of
$1.4 million in the first six months of fiscal 1998 compared to the
$2.1 million incurred in the year earlier period.
NET INCOME.
The Company recorded an after-tax profit of $16.5 million in the first
six months of fiscal 1998 compared to an after-tax profit of $10.1
million in the first six months of fiscal 1997. The tax provision in
the first six months of fiscal 1998 was $9.3 million (36% effective tax
rate) versus $6.8 million (40% effective tax rate) in the year earlier
period. Lower tax rates reflect the tax deductions associated with
repositioning reserves for which no tax benefit was previously
recorded. The Company anticipates this lower tax rate to continue
throughout the year.
LIQUIDITY AND CAPITAL RESOURCES:
In the fourth quarter of fiscal 1997, the Company amended its Bank Loan
Agreement to provide up to $350 million under a revolving loan facility
through June, 2002. Currently, the credit facility bears interest at the
bank's prime lending rate or, at the London Interbank Offered rate plus
five-eighths of one percent. As of December 31, 1997, the Company had
approximately $148 million of available borrowings under the Bank Loan
Agreement. At present, the Bank Loan Agreement provides both short term
working capital availability and longer term financing needs for the Company.
In the second quarter of fiscal 1998, the Company sold its investment in
Power Integration through an initial public offering, receiving approximately
$5.2 million of cash.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1, Note 5.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the Company was held on
October 21, 1997.
(b) The following named persons were elected as directors at such
meeting:
Andrew G. Galef
Ronald N. Hoge
Dewain K. Cross
Paul J. Kofmehl
Marguerite W. Sallee
Robert E. Wycoff
(c) The votes cast for and withheld with respect to each nominee
for director are as follows:
<TABLE>
<CAPTION>
Nominee For Withheld
------- --- --------
<S> <C> <C>
Andrew G. Galef 24,123,834 93,366
Ronald N. Hoge 24,154,667 62,533
Dewain K. Cross 24,154,310 57,840
Paul J. Kofmehl 24,157,642 59,558
Marguerite W. Sallee 24,158,610 58,590
Robert E. Wycoff 24,154,498 62,702
</TABLE>
The votes cast for, against and abstaining with respect to the
Adoption of the MagneTek, Inc. Non-Employee Director Stock
Option Plan are as follows:
<TABLE>
<CAPTION>
For Against Abstain
----------- ----------- -----------
<S> <C> <C>
23,563,578 616,207 37,415
</TABLE>
The votes cast for, against and abstaining with respect to the
Adoption of the Amended and Restated Director Compensation and
Deferral Investment Plan are as follows:
<TABLE>
<CAPTION>
For Against Abstain
----------- ----------- -----------
<S> <C> <C>
23,924,843 243,190 49,167
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Computation of per share earnings
(b) Reports on Form 8-K
None
<PAGE>
ITEM 6. EXHIBIT (a)- Computation of per share earnings
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR
------------------------------ ------------------------------
1Q 1Q YTD YTD
1998 1997 1998 1,997
---- ---- ---- -----
<S> <C> <C> <C> <C>
(in thousands, except per share amounts)
BASIC
Weighted average shares outstanding 30,952 25,491 29,793 25,488
Net Earnings $ 8,985 $ 5,756 $ 16,464 $ 10,071
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Pere Share Earnings $ 0.29 $ 0.23 $ 0.55 $ 40
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
DILUTED:
Weighted average shares outstanding 31,011 25,514 28,538 25,514
Dilutive stock options based upon 989 299 964 230
the treasury stock method using the
average market price.
Effect of Convertible debt to equity - 4,687 8,472 4,687
----------- ------------ ----------- ------------
Total 32,000 30,500 31,974 30,431
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Earnings $ 8,985 $ 5,756 $ 16,464 $ 10,071
Add: Interest savings on Convertible - 885 466 1,770
debt after tax
----------- ------------ ----------- ------------
Net Earnings $ 8,985 $ 6,641 $ 16,930 $ 11,841
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Per Share Earnings $ 0.28 $ 0.22 $ 0.53 $ 0.39
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
</TABLE>
<PAGE>
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.
MAGNETEK, INC.
(Registrant)
Date: February 11, 1998 /s/ David P. Reiland
--------------------------------
David P. Reiland
Executive Vice President
and Chief Financial Officer
(Duly authorized officer of the
registrant and principal
financial officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 4,020
<SECURITIES> 0
<RECEIVABLES> 195,623
<ALLOWANCES> 5,177
<INVENTORY> 194,397
<CURRENT-ASSETS> 429,062
<PP&E> 430,738
<DEPRECIATION> 249,894
<TOTAL-ASSETS> 675,376
<CURRENT-LIABILITIES> 215,008
<BONDS> 209,086
0
0
<COMMON> 310
<OTHER-SE> 160,849
<TOTAL-LIABILITY-AND-EQUITY> 675,376
<SALES> 584,994
<TOTAL-REVENUES> 584,994
<CGS> 469,273
<TOTAL-COSTS> 469,273
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,614
<INCOME-PRETAX> 25,725
<INCOME-TAX> 9,261
<INCOME-CONTINUING> 16,464
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,464
<EPS-PRIMARY> .55
<EPS-DILUTED> .53
</TABLE>
