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 quarterly period ended March 1, 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 1-4365
------
OXFORD INDUSTRIES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Georgia 58-0831862
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
---------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(404) 659-2424
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(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
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares outstanding
Title of each class as of April 8, 1996
- --------------------------- ----------------------------
Common Stock, $1 par value 8,801,321
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
- ------------------------------
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF EARNINGS
NINE MONTHS AND QUARTERS ENDED MARCH 1, 1996 AND MARCH 3, 1995
(UNAUDITED)
Nine Months Ended Quarter Ended
------------------------- --------------------------
$ in thousands except March 1, March 3, March 1, March 3,
per share amounts 1996 1995 1996 1995
-------------------- ------------ ------------ ------------ ------------
Net Sales $514,920 $510,572 $138,600 $153,101
-------- -------- -------- --------
Costs and Expenses:
Cost of Goods Sold 428,488 416,442 116,135 127,952
Selling, General and
Administrative 75,547 70,016 24,633 21,098
Provision for
environmental
remediation 4,500 - - -
Interest 4,916 2,715 1,199 1,010
-------- -------- -------- --------
Total Costs and Expenses 513,451 489,173 141,967 150,060
-------- -------- -------- --------
Earnings (Loss) Before
Income Taxes 1,469 21,399 (3,367) 3,041
Income Taxes 588 8,652 (1,347) 1,217
-------- -------- -------- --------
Net Earnings (Loss) $ 881 $12,747 $(2,020) $1,824
======== ======== ======== ========
Net Earnings (Loss)
Per Common Share $ .10 $1.47 $(0.23) $0.21
===== ===== ====== =====
Average Number of Shares
Outstanding 8,731,074 8,663,153 8,779,344 8,678,243
========= ========= ========= =========
Dividends Per Share $0.60 $0.56 $0.20 $0.20
===== ====== ===== =====
See notes to consolidated financial statements.
<PAGE>
OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 1, 1996, JUNE 2, 1995 AND MARCH 3, 1995
(UNAUDITED EXCEPT FOR JUNE 2, 1995)
March 1, June 2, March 3,
$ in thousands 1996 1995 1995
- -------------- ------------ ----------- -----------
Assets
- ------
Current Assets:
Cash $ 2,408 $ 2,225 $ 3,851
Receivables 89,201 83,962 104,079
Inventories:
Finished Goods 79,844 96,013 73,018
Work in Process 18,190 31,014 29,706
Fabric, Trim & Supplies 31,472 42,951 34,748
-------- -------- --------
129,506 169,978 137,472
Prepaid expenses 16,378 13,023 9,493
-------- -------- --------
Total Current Assets 237,493 269,188 254,895
Property, Plant & Equipment 38,865 38,650 35,203
Other Assets 6,505 1,190 1,262
-------- -------- --------
$282,863 $309,028 $291,360
======== ======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities:
Notes Payable $ 36,000 $ 43,500 $ 67,000
Trade Accounts Payable 32,600 54,331 43,743
Accrued Compensation 6,938 8,235 10,042
Other Accrued Expenses 16,968 13,039 12,387
Dividends Payable 1,760 1,739 1,737
Current maturities of
long-term debt 4,625 4,732 4,932
-------- -------- --------
Total Current Liabilities 98,891 125,576 139,841
Long-Term Debt,
less current maturities 46,230 47,011 10,996
Non-Current liabilities 4,500 - -
Deferred Income Taxes 3,868 3,862 4,134
Stockholders' Equity:
Common Stock 8,801 8,694 8,686
Additional paid-in capital 8,180 7,020 6,928
Retained Earnings 112,393 116,865 120,775
-------- -------- --------
Total Stockholders' Equity 129,374 132,579 136,389
-------- -------- --------
$282,863 $309,028 $291,360
======== ======== ========
See notes to consolidated financial statements.
<PAGE>
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 1, 1996 AND MARCH 3, 1995
(UNAUDITED)
Nine Months Ended
------------------------------
March 1, March 3,
$ in thousands 1996 1995
- -------------- ------------------------------
Cash Flows From Operating Activities
- ------------------------------------
Net earnings $ 881 $ 12,747
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 6,185 5,644
Loss (gain) on sale of property, plant
and equipment 9 (1,065)
Changes in working capital:
Receivables (3,076) (28,914)
Inventories 42,839 (23,007)
Prepaid expenses (1,720) 2,909
Trade accounts payable (21,873) (1,280)
Accrued expenses and other current liabilities 2,462 (2,235)
Non-current liabilities 4,500 -
Deferred income taxes 6 404
Other noncurrent assets (1,330) 207
Net cash flows provided by (used in) ----------- ---------
operating activities 28,883 (34,590)
Cash Flows From Investing Activities
- ------------------------------------
Acquisitions (11,488) -
Proceeds from sale of business 1,273 -
Purchase of property, plant and equipment (7,002) (8,569)
Proceeds from sale of property, plant and
and equipment 973 2,008
-------- ----------
Net cash used in investing activities (16,244) (6,561)
Cash Flows From Financing Activities
- ------------------------------------
Short-term borrowings (7,500) 47,500
Payments on long-term debt (888) (1,812)
Proceeds from exercise of stock options 1,157 760
Dividends on common stock (5,225) (4,673)
Net cash (used in) provided by ------- -------
financing activities (12,456) 41,775
Net change in Cash and Cash Equivalents 183 624
Cash and Cash equivalents at Beginning of Period 2,225 3,227
-------- --------
Cash and Cash Equivalents at End of Period $ 2,408 $ 3,851
======== ========
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid for:
Interest $ 4,926 $ 2,635
Income taxes 1,628 10,378
See notes to consolidated financial statements.
<PAGE>
OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS AND QUARTERS ENDED MARCH 1, 1996
AND MARCH 3, 1995
(UNAUDITED)
1. The foregoing unaudited consolidated financial statements reflect
all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim periods. All
such adjustments are of a normal recurring nature. The results for
interim periods are not necessarily indicative of results to be
expected for the year.
2. The financial information presented herein should be read in
conjunction with the consolidated financial statements included in
the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 2, 1995.
3. The Company is involved in certain legal matters primarily arising
in the normal course of business. In the opinion of management,
the Company's liability under any of these matters would not
materially affect its financial condition or results of operations.
4. The Company discovered a past unauthorized disposal of a substance
believed to be dry cleaning fluid on one of its properties. The
Company believes that remedial action will be required, including
continued investigation, monitoring and treatment of ground water
and soil. Based on advice from its environmental experts, the
Company has provided $4,500,000 for this remediation, in the first
quarter of the current fiscal year.
<PAGE>
Item 2 Management's Discussion and Analysis of Financial
---------------------------------------------------------
Condition and Results of Operations
-----------------------------------
Results of Operations
- ----------------------
NET SALES
Net Sales for the third quarter of the 1996 fiscal year,
which ended March 1, 1996, decreased by 9.5% from net sales for
the third quarter of the previous year. Net sales for the first
nine months of the current year increased 0.9% from net sales for
the same period of the prior year. Mens Shirt Group sales
declined. Increased sales in Tommy Hilfiger Dress Shirts,
Polo for Boys, Tommy Hilfiger Golf and Ely & Walker did not
quite offset the decline in private label shirts. Tailored
Clothing sales declined due to weakness in the private label
sector. Mens Slacks sales increased due to continued success of
the Everpress wrinkle-free product. The Womenswear sales
decline was due primarily to the restructuring of the RENNY
division and the divestiture of B.J. Designs.
The Company continued to strengthen strategic alliances with
its larger, more financially stable customers. Sales to the
Company's fifty largest customers continued to outpace the
Company's overall sales performance.
The Company experienced an overall net sales unit volume
decrease of 16.2% while experiencing an average 7.8% increase in
the average sales price per unit during the third quarter of the
current year. For the first nine months of the current year, the
Company experienced a 0.7% decrease in overall net sales unit
volume while incurring a 1.5% increase in the average sales price
per unit.
COST OF GOODS SOLD
Cost of goods sold as a percentage of net sales was 83.8%
for the third quarter of the current year and 83.6% for the third
quarter of the previous year. For the first nine months of the
current year, cost of goods sold as a percentage of net sales was
83.2% compared to 81.6% for the same period in the prior year.
The most significant event during the quarter was the Company's
decision to end its Savane brand and Process 2000 licensing
agreements with Farah and to discontinue the wet processing of
wrinkle-free shirts. The difficulties associated with wet
processing wrinkle-free shirts have not been resolved to a level
of satisfaction which would warrant continuation of this product
line. The Company will complete its obligations to Farah when it
completes shipping the Fall 1996 season. The Company closed the
Vidalia, GA wet processing facility in the current quarter and
will close the Juarez, Mexico facility upon completion of
production in June-July, 1996. Future wrinkle-free shirts will
be made from pre-cured or post-cured fabrics treated at the
fabric mill. During the third quarter, the Company provided
amounts for the anticipated cost and expenses associated with
this exit.
<PAGE>
The Company continued its inventory reduction plan in the
third quarter. Even though sales declined approximately
$14,501,000, modest gains were still achieved in inventory
reduction. The production curtailment associated with this
inventory reduction negatively impacted manufacturing
efficiencies and overhead absorption.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased by
16.8% to $24,633,000 in the third quarter of fiscal 1996 from
$21,098,000 in the same period of fiscal 1995. Selling, general
and administrative expenses (excluding the environmental charge
taken in the first quarter) increased by 7.9% to $75,547,000 in
the first nine months of fiscal 1996 from $70,016,000 in the same
period of fiscal 1995. As a percentage of net sales, selling,
general and administrative expenses increased to 17.8% for the
third quarter of fiscal 1996 from 13.8% for the third quarter of
the prior year and increased to 14.7% for the first nine months
of the current year from 13.7% for the first nine months of the
prior year. Included in selling, general and administrative
expenses are start-up cost for the Tommy Hilfiger Golf line which
began shipments in the second fiscal quarter, costs associated
with the continued expansion and rengineering of two distribution
centers and amounts provided for exiting wrinkle-free wet
processing as described previously.
INTEREST EXPENSE
Net interest expense as a percentage of net sales increased
to 0.9% in the third quarter of the current year from 0.7% in the
third quarter of the previous year, and increased to 1.0% for the
first nine months of fiscal 1996 from 0.5% for the same period in
the prior year. This increase was due to an increase in average
short-term borrowing and long-term debt from the same periods in
the prior year.
INCOME TAXES
The Company's effective income tax rate was 40.0% in fiscal
1996 for both the third quarter and the first nine months, and
40.0% for the third quarter and 40.4% for the first nine months
of fiscal 1995.
FUTURE OPERATING RESULTS
The Company expects that the apparel business environment
will continue to show few signs of improving in the near term.
The Company continues to be impacted by increased foreign
competition and fierce competition at retail which doesn't permit
the passing on of cost increases. The Company expects fourth
quarter sales to be flat when compared to last year's fourth
quarter. The Company expects to return to profitability in the
fourth quarter without the adverse effects of wet processing;
however, profitability in the fourth quarter will not be as high
as in some recent years.
LIQUIDITY AND CAPITAL RESOURCES
- ------------------------------
OPERATING ACTIVITIES
Operating activities generated $28,883,000 during the first
nine months of the current year and used $34,590,000 in the first
<PAGE>
nine months of the previous year. The primary factors
contributing to this change were a smaller increase in
receivables and a decrease in inventory offset by a decrease in
net earnings and a larger decrease in trade accounts payable as
compared to the first nine month of the prior year.
The decrease in the accounts receivable balance in the
current year from the prior year was primarily due to the
decreased sales in the current quarter. The decrease in
inventory in the current year from the prior year was the result
of planned inventory control mentioned above achieved through
production curtailment. The reduction in trade accounts payable
in the current year from the prior year was due to the inventory
reduction.
INVESTING ACTIVITIES
Investing activities used $16,244,000 during the first nine
months of the current year and used $6,561,000 in the first nine
months of the prior year. The primary factors contributing to
the increase in the current year were the acquisition of Ely &
Walker in the first quarter and Confecciones Monzini, S.A.
located in Tegucigalpa, Honduras in the current quarter. Monzini
produces approximately 72,000 dozen dress shirts per year and
became a part of the Mens Shirt Group. During the second
quarter, the Company completed the sale of its Los Angeles based
B.J. Design Concepts division. B.J. Design Concepts was the
Company's smallest stand-alone operating division with annual
sales of approximately $20,000,000.
FINANCING ACTIVITIES
Financing activities used $12,456,000 in the first nine
months of fiscal 1996 and generated $41,775,000 in the first nine
months of fiscal 1995. The primary factor contributing to this
change was the reduction of short-term borrowing due to the
operating and investing activities described above.
Due to the exercise of employee stock options, a net of
113,490 shares of the Company's common stock have been issued
during the nine months ended March 1, 1996 and no shares have
been issued from March 1, 1996 through April 8, 1996.
WORKING CAPITAL
Working capital increased from $115,054,000 at the end of
the third quarter of fiscal 1995 to $143,612,000 at the end of
the 1995 fiscal year and decreased to $138,602,000 at the end of
the third quarter of fiscal 1996. The ratio of current assets to
current liabilities was 1.8 at the end of the third quarter of
the 1995 fiscal year, 2.1 at the end of the 1995 fiscal year and
2.4 at the end of the third quarter of the 1996 fiscal year.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company believes it has the ability to generate cash
and/or has available borrowing capacity to meet its foreseeable
needs. The sources of funds primarily include funds provided by
operations and short-term borrowings. The uses of funds
primarily include working capital requirements, capital
expenditures, acquisitions, dividends and repayment of long-term
debt. The Company regularly utilizes committed bank lines of
<PAGE>
credit and other uncommitted bank resources to meet working
capital requirements. On March 1, 1996, the Company had
available for its use lines of credit with several lenders
aggregating $50,000,000. The Company has agreed to pay
commitment fees for these available lines of credit. At March 1,
1996 $50,000,000 was in use under these lines. Of the
$50,000,000, $40,000,000 is long term. In addition, the Company
has $178,000,000 in uncommitted lines of credit, of which
$88,000,000 is reserved exclusively for letters of credit. The
Company pays no commitment fees for these available lines of
credit. At March 1, 1996, $26,000,000 was in use under these
lines of credit. Maximum short-term borrowings from all sources
during the first nine months of the current year were
$125,500,000. The Company anticipates continued use and
availability of both committed and uncommitted short-term
borrowing resources as working capital needs may require.
The Company considers possible acquisitions of apparel-related businesses
that are compatible with its long-term strategies. There are no present
plans to sell securities or enter into off-balance sheet financing
arrangements.
ADDITIONAL INFORMATION
For additional information concerning the Company's
operations, cash flows, liquidity and capital resources, this
analysis should be read in conjunction with the Consolidated
Financial statements and the Notes to Consolidated Financial
statements contained in the Company's Annual Report for fiscal
1995.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
- -------------------------------------------
(a) Exhibits.
--------
10(j) Amendment dated December 1, 1995 to Note Agreement
between the Company and SunTrust of Georgia.
Incorporated by reference to the Company's Form
10-K for fiscal year ended June 2, 1995.
11 Statement re computation of per share earnings.
27 Financial Data Schedule
(b) Reports on Form 8-K.
--------------------
The Registrant did not file any reports on Form
8-K during the quarter ended March 1, 1996.
<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.
OXFORD INDUSTRIES, INC.
-----------------------
(Registrant)
/s/Ben B. Blount, Jr.
---------------------
Date: April 12, 1996 Ben B. Blount Jr.
--------------- Chief Financial Officer
EXHIBIT 10(j)
SunTrust
Single Payment Note
(Nondisclosure)
Single Disbursement Note
MultipleDisbursement Master Note
X Multiple Disbursement
Revolving Note
(For Explanation See
Reverse Side)
Date DECEMBER 1, 1995
The "Bank' referred to in this Note is SunTrust Bank, Atlanta,
Center Code 127 One Park Place, N.E., Atlanta, Georgia 30303.
576 days after date, the obligor promises to
pay to the order of Bank the principal sum of $ 40,000,000.00.
The obligor will also pay interest upon the unpaid principal
balance from date until maturity at the Note Rate specified
below. Interest payments will
be due on JUNE 30, 1997 and upon maturity. Should the
obligor fail for any reason to pay this note in full on the
maturity date or on the date of acceleration of payment, the
obligor further promises to pay (a) interest on the unpaid amount
from such date until the date of final payment at a Default Rate
equal to the Note Rate plus 4%, and (b) a late fee equal to five
percent (5%) of any amount that remains wholly or partially
unpaid for more than fifteen (15) days after such amount was due
and payable, not to exceed the sum of fifty dollars ($50.00).
Should legal action or an attorney at law be utilized to collect
any amount due hereunder, the obligor further promises to pay all
costs of collection, including 15% of such unpaid amount as
attorneys' fees. All amounts due hereunder may be paid at any
office of Bank.
The Note Rate hereon shall be TO BE DETERMINED
-----------------
If not stated above, the Note Rate in effect on the date this
note is executed is _______%
The amount of interest accruing and payable hereunder shall
be calculated by multiplying the principal balance outstanding
each day by 1/360th of the Note Rate on such day and adding
together the daily interest amounts. The principal balance of
this note shall conclusively be deemed to be the unpaid
principal balance appearing on the Bank's records unless such
records are manifestly in error.
As security for the payment of this and any other
liability of any obligor to the holder, direct or contingent,
irrespective of the nature of such liability or the time it
arises, each obligor hereby grants a security interest to the
holder in all property of such obligor in or coming into the
possession, control or custody of the holder, or in which the
holder has or hereafter acquires a lien, security interest, or
other right. Upon default, holder may, without notice,
immediately take possession of and then sell or otherwise dispose
of the collateral, signing any necessary documents as obligor's
attorney in fact, and apply the proceeds against any liability
of obligor to holder. Upon demand, each obligor will furnish
such additional collateral, and execute any appropriate
documents related thereto, deemed necessary by the holder for its
security. Each obligor further authorizes the holder, without
notice, to set-off any deposit or account and apply any
indebtedness due or to become due from the holder to the obligor
in satisfaction of any liability described in this paragraph,
whether or not matured. The holder may, without notice, transfer
or register any property constituting security for this note into
its or its nominee name with or without any indication of its
security interest therein.
This note shall immediately mature and become due and
payable, without notice or demand, upon the filing of any
petition or the commencement of any proceeding by any Debtor for
relief under bankruptcy or insolvency laws, or any law relating
to the relief of debtors, readjustment of indebtedness, debtor
reorganization, or composition or extension of debt.
Furthermore, this note shall, at the option of the holder,
immediately mature and become due and payable, without notice or
demand, upon the happening of any one or more of the following
events: (1) nonpayment on the due date of any amount due
hereunder; (2) failure of any Debtor to perform any other
obligation to the holder; (3) failure of any Debtor to pay when
due any amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or declaration of
incompetence of any Debtor; (5) a reasonable belief on the part
of the holder that any Debtor is unable to pay his obligations
when due or is otherwise insolvent; (6) the filing of any
petition or the commencement of any proceeding against any Debtor
for relief under bankruptcy or insolvency laws, or any law
relating to the relief of debtors, readjustment of indebtedness,
debtor reorganization, or composition or extension of debt, which
petition or proceeding is not dismissed within 60 days of the
date of filing thereof; (7) the suspension of the transaction of
the usual business of any Debtor, or the dissolution, liquidation
or transfer to another party of a significant portion of the
assets of' any Debtor; (8) a reasonable belief on the part of
the holder that any Debtor has made a false representation or
warranty in connection with any loan by or other transaction with
any lender, lessor or other creditor; (9) the issuance or filing
of any levy, attachment, garnishment, or lien against the
property of any Debtor which is not discharged within 15 days;
(10) the failure of any Debtor to satisfy immediately any final
judgment, penalty or fine imposed by a court or administrative
agency of any government; (11 ) failure of any Debtor, after
demand, to furnish financial information or to permit inspection
of any books or records; (12) any other act or circumstance
leading the holder to deem itself insecure. The
failure or forbearance of the holder to exercise any right
hereunder, or otherwise granted by law or another agreement,
shall not affect or release the liability of any obligor, and
shall not constitute a waiver of such right unless so stated by
the holder in writing. The holder may enforce its rights
against any Debtor or any property securing this note without
enforcing its rights against any other Debtor, property, or
indebtedness due or to become due to any Debtor. Each obligor
agrees that the holder shall have no responsibility for the
collection or protection of any property securing this note, and
expressly consents that the holder may from time to time, without
notice, extend the time for payment of this note, or any part
thereof, waive its rights with respect to any property or
indebtedness, and release any other Debtor from liability,
without releasing such obligor from any liability to the holder.
This note is governed By Georgia law.
The term "obligor" means any party or other person
signing this note, whether as maker, endorser or otherwise. The
term "Prime Rate", if used herein, shall mean that rate of
interest designated by Bank from time to time as its "Prime Rate"
which rate is not necessarily the Bank's best rate. Each
obligor agrees to be both jointly and severally liable hereon.
The term "holder" means Bank and any subsequent transferee or
endorsee hereof. The term "Debtor" means any obligor or any
guarantor of this note. The principal of this note will be
disbursed in accordance with the disbursement provision
identified above and further described in the additional
provisions set forth on the reverse side hereof which are
incorporated herein by this reference.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH
OBLIGOR
ADDRESS
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
NAME:/S/ JIM WOLD
OXFORD INDUSTRIES, INC.
NAME:
Credit To
127
Maturity Date Treasurer Check Number Center Code
Account Number Renewal Increase Reduction
/S/Julia Taylor 248
Officer Name Officer Number
WHITE: Bank Copy YELLOW: Customer Copy PINK: File Copy
1984, 1987, SunTrust Banks of Georgia, Inc.
900362 (9/95)
EXHIBIT 11
OXFORD INDUSTRIES, INC.
COMPUTATION OF PER SHARE EARNINGS
NINE MONTHS AND QUARTERS ENDED MARCH 1, 1996
AND MARCH 3, 1995
(UNAUDITED)
Nine Months Ended Quarter Ended
March 1, March 3, March 1, March 3,
1996 1995 1996 1995
Net Earnings (Loss) $ 881,000 $12,747,000 $(2,020,000) $1,824,000
Average Number of Shares
Outstanding:
Primary 8,854,654 8,838,854 8,881,348 8,808,590
Fully diluted 8,859,159 8,842,178 8,881,348 8,809,466
As reported* 8,731,074 8,663,153 8,779,344 8,678,243
Net Earnings (Loss) per Common Share:
Primary $0.10 $1.44 $(0.23) $0.21
Fully diluted $0.10 $1.44 $(0.23) $0.21
As reported* $0.10 $1.47 $(0.23) $0.21
* Common stock equivalents (which arise solely from outstanding stock options)
are not materially dilutive and, accordingly, have not been considered in the
computation of reported net earnings per common share.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> MAR-01-1996
<CASH> 2,408
<SECURITIES> 0
<RECEIVABLES> 92,314
<ALLOWANCES> 3,113
<INVENTORY> 129,506
<CURRENT-ASSETS> 237,493
<PP&E> 112,478
<DEPRECIATION> 73,613
<TOTAL-ASSETS> 282,863
<CURRENT-LIABILITIES> 98,891
<BONDS> 0
0
0
<COMMON> 8,801
<OTHER-SE> 120,573
<TOTAL-LIABILITY-AND-EQUITY> 282,863
<SALES> 514,920
<TOTAL-REVENUES> 514,920
<CGS> 428,488
<TOTAL-COSTS> 428,488
<OTHER-EXPENSES> 80,047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,916
<INCOME-PRETAX> 1,469
<INCOME-TAX> 588
<INCOME-CONTINUING> 881
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 881
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
EXHIBIT 99
INDEX OF EXHIBITS
INCLUDED HERIN, FORM 10-Q
MARCH 1, 1996
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -------------------------------------------------------------------
10(j) Amendment dated December 1, 1995 to Note
Agreement between the Company and SunTrust
of Georgia. Incorporated by reference to the
Company's Form 10-K for Fiscal year ended
June 2, 1995. 13 - 16
11 Statement re computation of per share earnings 17
27 Financial Data Schedule 18
