THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON NOVEMBER 13, 1996
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended September 28, 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 1-7737
ARROW AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Massachusetts
04- 1449115
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer I.D. No.)
3 Speen Street, Framingham, Massachusetts 01701
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (508) 872-3711
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: 2,873,083
shares of the Company's Common Stock ($.10 par value) were
outstanding as of November 8, 1996.
1 of 15
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
INDEX
Page
Number
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited):
Condensed Balance Sheets - September 28,
1996 and June 29, 1996.......................... 3
Condensed Statements of Operations - Three
Months Ended September 28, 1996 and September 30,
1995......................... 4
Condensed Statements of Cash Flows - Three
Months Ended September 28, 1996 and
September 30, 1995........................ 5
Notes to Condensed Financial Statements.......... 6
ITEM 2. Management's Discussion and Analysis of the
Financial Condition and Results of
Operations................................. 7 - 10
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings................................ 11
ITEM 2. Changes in Securities............................ 11
ITEM 3. Default upon Senior
Securities................................. 11
ITEM 4. Submission of Matters to a Vote of Security
Holders..................................... 11
ITEM 5. Other Information........................... 11
ITEM 6. Exhibits and Reports on Form 8-K............ 11
SIGNATURES ........................................... 12
2
<PAGE>
PART I - ITEM 1 -- FINANCIAL INFORMATION
<TABLE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS September 28, June 29,
1996 1996
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 221,263 $ 850,537
Accounts receivable, less 13,348,467 16,468,224
allowances
Inventories - Note B 38,370,398 37,312,671
Prepaid expenses and other 3,279,167 3,164,661
current assets
TOTAL CURRENT ASSETS 55,219,295 57,796,093
PROPERTY, PLANT AND EQUIPMENT 35,810,046 35,727,256
Less allowances for depreciation 23,132,737 22,912,356
12,677,309 12,814,900
OTHER ASSETS 2,544,328 2,500,718
TOTAL ASSETS $ 70,440,932 $ 73,111,711
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Current portion of advances
under revolving $ 1,828,811 $ 5,104,715
line of credit
Accounts payable 6,955,858 6,647,237
Cash overdrafts 1,425,264 1,260,165
Other current liabilities - Note C 6,280,299 5,272,737
Current portion of long-term debt 1,382,823 1,385,672
TOTAL CURRENT LIABILITIES 17,873,055 19,670,526
LONG-TERM DEBT 17,625,951 17,969,339
DEFERRED INCOME TAXES 1,748,000 1,748,000
ACCRUED RETIREMENT BENEFITS 2,482,503 2,428,226
STOCKHOLDERS' EQUITY
Common stock 296,887 296,887
Other stockholders' equity 30,863,860 31,448,057
Less cost of common stock in 449,324 449,324
treasury
TOTAL STOCKHOLDERS' EQUITY 30,711,423 31,295,620
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 70,440,932 $ 73,111,711
</TABLE>
See accompanying notes to the condensed financial statements.
3
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
September September
28, 1996 30, 1995
(13 weeks) (14 weeks)
<S> <C> <C>
Net sales $ 24,481,148 $ 29,137,199
Cost and expenses:
Cost of products sold 19,026,978 22,866,342
Selling, administrative and general 4,652,418 5,186,275
Restructuring charge - Note C 1,200,000 0
Interest 544,049 547,404
25,423,445 28,600,021
(Loss) income before income taxes (942,297) 537,178
(Benefit) provision for income (358,100) 205,000
NET (LOSS) INCOME $ (584,197) $ 332,178
Weighted average number of shares 2,873,083 2,873,083
outstanding
(LOSS) EARNINGS PER SHARE $ (0.20) $ 0.12
</TABLE>
See accompanying notes to the condensed financial statements.
4
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
September September
28, 1996 30, 1995
(13 weeks) (14 weeks)
<S> <C> <C>
OPERATING ACTIVITIES
Net cash provided by (used in)
operating activities $ 3,148,487 $ (325,399)
INVESTING ACTIVITIES
Net cash used in investing (155,618) (212,641)
activities
FINANCING ACTIVITIES
Payment of long-term debt and
capital lease obligations (346,239) (343,192)
(Decrease) increase in advances
under revolving line of credit (3,275,904) 569,692
Net cash (used in) provided by
financing activities (3,622,143) 226,500
DECREASE IN CASH AND EQUIVALENTS (629,274) (311,540)
CASH AND EQUIVALENTS AT BEGINNING
OF PERIOD 850,537 753,010
CASH AND EQUIVALENTS AT END OF
PERIOD $ 221,263 $ 441,470
</TABLE>
See accompanying notes to the condensed financial statements.
5
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENT
(Unaudited)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for the fair presentation
have been included. Operating results for the three month period
ended September 28, 1996 are not necessarily indicative of the
results that may be expected for the year ending June 28, 1997. For
further information, refer to the financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the
year ended June 29, 1996. The balance sheet at June 29, 1996 has
been derived from the audited financial statements at that date.
NOTE B -- INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
September June 29,
28, 1996 1996
<S> <C> <C>
Stated at cost on the first-in,
first-out (FIFO)
method:
Finished goods $ 11,932,626 $ 11,522,643
Work in process and materials 32,907,772 32,260,028
44,840,398 43,782,671
Less reserve required to state
inventory on the last-in, first-out
(LIFO) method (6,470,000) (6,470,000)
$ 38,370,398 $ 37,312,671
</TABLE>
NOTE C -- RESTRUCTURING CHARGE
In September, 1996, the Board of Directors of the Company approved a
plan to restructure its operations by closing its Santa Maria,
California production facility and transferring its manufacturing
operations formerly conducted at that facility to the Morrilton,
Arkansas plant. The action was taken to enhance profit margins by
streamlining the Company's productive capacity to better match its
production requirements. As a result, a $1.2 million restructuring
charge was recorded in the first quarter of fiscal 1997. Of the
total charge, $625,000 relates to the disposal of the facility,
$360,000 relates to termination benefits for displacement of its 350-
employee workforce, $150,000 relates to the write-off of machinery
and equipment, and $65,000 to other closing expenses.
6
<PAGE>
PART I
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the financial statements and notes thereto. All forward looking
statements contained in the following discussion and analysis and
elsewhere in this report are qualified in their entirety by the
cautionary statement appearing at the end of the discussion and
analysis.
Restructuring Plan
During the first quarter of fiscal 1997, the Board of Directors of
the Company approved a plan to restructure its operations by closing
its Santa Maria, California production facility and transferring its
manufacturing operations to the Morrilton, Arkansas plant. It is
anticipated that production at the Santa Maria, California facility
will cease in December, 1996. As a result, a $1.2 million
restructuring charge was recorded in the first quarter of fiscal
1997. Of the total charge, $360,000 relates to termination benefits
for displacement of its 350-employee workforce and $840,000 relates
to closing of the facility. The action was taken to enhance profit
margins by streamlining the Company's productive capacity to better
match its production requirements.
In addition to recording the restructuring charge, the Company
anticipates that during fiscal 1997 it will incur non-recurring
period costs relating to the restructuring estimated to range from
$1.0 to $1.5 million. These costs relate to ongoing operations and
include such costs as the shipment of inventory and equipment,
employee relocation and anticipated initial labor and production
inefficiencies as a result of the consolidation of production
operations from three to two plant facilities. During the first
quarter of fiscal 1997, $10,000 of non-recurring period costs
relating to the restructuring were incurred.
Results of Operations
Operations for the first quarter of fiscal 1997 resulted in a net
loss of $584,000. The first quarter's operating results include a
restructuring charge which reduced operating income before income
taxes by $1,200,000. Operations for the first quarter of fiscal 1996
resulted in net income of $332,000.
Net sales for the first quarter of the current fiscal year (13 weeks)
were $24,481,000, a 16.0% decline (9.5% adjusted for the number of
weeks differential) from net sales in the first quarter of fiscal
1996 (14 weeks) of $29,137,000. Unit sales were 12.9% lower (6.2%
adjusted for the number of weeks differential) in the first quarter
of the current fiscal year compared to the first quarter of the prior
fiscal year.
The $4,656,000 decline in net sales in the first quarter of fiscal
1997 compared to the first quarter of fiscal 1996 was due to several
factors. It is estimated that approximately $1.9 million of the
decline was due to the number of weeks differential in the two
periods. Of the remaining decrease in net sales approximately 25%
was due to the adverse impact of a higher level of customer returns
(which are deductions in calculating net sales) and 75% of the
decline is attributable to lower customer demand.
Our customers have indicated that their reduced orders in the first
quarter of fiscal 1997 were the result of a softening in the market.
<PAGE> 7
The customer returns are for re-usable "cores" (our basic raw
material), warranty and stock adjustments received in the normal
course of business. The Company believes that our customers have
excess inventories due to consolidation/merger activity, as discussed
in the Management's Discussion and Analysis of Financial Condition
and Results of Operation in the 1996 Annual Report. The Company
believes that to help rectify their surplus inventory issues, these
businesses return as much of their excess inventory as possible to
their vendors.
Net sales generated a gross margin of 22.3% in the first quarter of
fiscal 1997, an improvement over the quarterly gross margin
percentages generated throughout fiscal 1996. Fiscal 1996 yielded
quarterly gross margins of 21.5%, 19.0%, 20.9% and 21.2% for
quarters' one, two, three and four, respectively. The margin
improvement in the first quarter of fiscal 1997 is attributable to a
number of factors. In comparison to the first quarter of the prior
year, the mix of products sold in the first quarter of fiscal 1997
had a higher level of mechanical products sold than electrical
product which resulted in a higher average gross margin. As
mentioned in the Management's Discussion and Analysis of Financial
Condition and Results of Operation in the 1996 Annual Report, in the
fourth quarter of fiscal 1996, the Company expanded the recovery
departments at all manufacturing locations to maximize the recovery
(return to finished goods) of warranty returns. The Company's
recovery dollars of these product returns increased 75% in the first
quarter of fiscal 1997 compared to the first quarter of fiscal 1996.
The improved recovery of warranty returns has mitigated the impact of
the increased product returns and contributed to the improved gross
margin in the first quarter of the current fiscal year.
Selling, general and administrative expenses in the first quarter of
fiscal 1997 were $4,652,000, or 19.0% of net sales, compared to
$5,186,000, or 17.8% of net sales, for the same period in the prior
fiscal year. Adjusting for the number of weeks differential in the
two quarters, expenses in fiscal 1997 declined 3.4% compared to
fiscal 1996. The decline in expenses is primarily due to cost
reduction measures and the centralization of selected administrative
functions within the Company. As a percentage of sales the increase
in these expenses in the first quarter of fiscal 1997 over the same
period last fiscal year is due primarily to lower sales volume.
Interest expense in the current period of $544,000 remained level
with interest expense in the first quarter of the prior fiscal year.
Adjusting for the number of weeks differential in the two quarters,
interest expense for the first quarter of fiscal 1997 increased 7.0%
over the same period last year. This increase is primarily due to
higher borrowing rates in the first quarter of fiscal 1997 compared
to the same period in fiscal 1996.
Capital Resources
Net cash of $3,148,000 was provided by operating activities at the
end of the first quarter of fiscal 1997 compared to net cash used by
operating activities of $325,000 at the end of the first quarter of
the prior fiscal year. Cash provided in fiscal 1997 was primarily
due to the decrease in accounts receivable of $3,085,000 and the
increase in other liabilities of $1,008,000, offset by an increase in
inventory of $1,058,000. Net cash was used in investing activities
of $156,000 and $213,000 at the end of the first quarter of fiscal
1997 and 1996, respectively. In fiscal 1997, cash of $3,622,000 was
used in financing activities, primarily to reduce the Company's
advances under its revolving line of credit. In fiscal 1996, cash
was provided by financing activities of $226,000.
The Company's revolving line of credit which allows the Company to
borrow up to $20 million through June 30, 1997, has been extended to
September 30, 1997.
The Company believes that it's existing cash balance and cash
generated from operations combined with its borrowing ability under
the Company's financing agreements will provide sufficient funds to
meet the Company's cash requirements for operations for the next
twelve months and to complete the planned restructuring efforts.
8
<PAGE>
Outlook
The Company announced on September 26, 1996, a restructuring plan to
consolidate the Company's manufacturing facilities from three to two,
providing a more streamlined and efficient production capability.
The restructuring plan is consistent with the consolidation of
certain administrative functions and the consolidation of certain
product lines that occurred throughout fiscal 1996 and during the
first quarter of fiscal 1997.
The Company has experienced large swings in its quarterly sales
volume in the past fiscal year. Further, the timing of customer's
product returns (which will reduce reported net sales) cannot be
predicted by the Company. These factors make revenue forecasting
unpredictable, and could subject the Company to fluctuations in both
revenue and earnings. While over longer periods of time the
relationship of returns to sales remains relatively constant,
occasional fluctuations do occur. Fluctuations in channel mix
(retail versus traditional warehouse distributors, for example) and
product mix in product sales can also be significant. All of these
factors can have a significant impact on gross margins as a
percentage of revenue. Management believes that the streamlining of
its manufacturing operations will position the Company competitively
in the marketplace. Management believes that the industry will
become increasingly competitive, creating downward pressures on gross
margins, including those of the Company. The Company's goal is to
offset this trend by decreasing unit costs, focusing on profitable
business relationships and being the industry leader in providing a
broad line of quality products with superior service to our
customers.
During the month of October, 1996, the Company experienced lower unit
sales than expected. It is anticipated that October's lower sales
will result in a loss in operations during that period before
allowing for non-recurring period costs related to the restructuring
of the Company's plant capacity. However, it is uncertain at this
time if the sales and operating results for the month of October will
be indicative of the Company's performance for its second quarter.
The Company anticipates that a significant portion of the non-
recurring period costs relating to the restructuring will be incurred
in the second quarter of fiscal 1997. These costs relate to ongoing
operations and include such costs as the shipment of inventory and
equipment, employee relocation and anticipated initial labor and
production inefficiencies as a result of the consolidation of
production operations.
Cautionary Statement
All statements in the foregoing discussion and analysis which are not
historical fact are forward looking statements. In connection with
the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995, the Company is providing the following cautionary
statement to identify some (but not necessarily all) of the important
factors that could cause its actual results to differ materially from
those anticipated in any forward looking statements made in this
report or otherwise by or on behalf of the Company.
9
<PAGE>
Actual results of the Company may differ from those anticipated in
any forward looking statement made by or on behalf of the Company due
to the following factors, among other risks and uncertainties
affecting the Company's business: the inability to realize the cost
savings as estimated in the Company's plan to restructure its
operations, lack of availability to the Company of adequate funding
sources and cash from operations, reduced product demand and industry
over-capacity, the loss of or a material reduction in orders from the
Company's largest customer or other material loss of business, new
business acquisition costs, unseasonably mild weather patterns, the
impact of inflation and various other factors identified in the
discussion appearing under the heading "Outlook" above and elsewhere
in this report.
10
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Default upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote
of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and
Reports on Form 8-K.
A. Exhibits
Exhibit 10.1 Sixth Amendment and
Waiver to Revolving
Credit and Term Loan
Agreement with The
First National Bank of Page 13
Boston dated September
28, 1996.
Exhibit 27 Financial Data Schedule Page 15
11
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
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.
ARROW AUTOMOTIVE INDUSTRIES,
INC.
(Registrant)
November 11, /s/ Jim L. Osment
1996
Jim L. Osment
President and Chief Executive
Officer
November 11, /s/ James F. Fagan
1996
James F. Fagan
Executive Vice President,
Treasurer
and Chief Financial Officer
12
<PAGE>
ARROW AUTOMOTIVE INDUSTRIES, INC.
SIXTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
THIS SIXTH AMENDMENT AND WAIVER (this "Amendment"), dated as of
September 28, 1996, by and between Arrow Automotive Industries, Inc. (the
"Borrower") and The First National Bank of Boston (the "Bank") as parties to
a certain Revolving Credit and Term Loan Agreement, dated as of December 29,
1993, as amended by the First Amendment to Revolving Credit and Term Loan
Agreement, dated as of March 24, 1995, the Second Amendment to Revolving
Credit and Term Loan Agreement, dated June 24, 1995, the Third Amendment to
Revolving Credit and Term Loan Agreement, dated as of December 30, 1995, the
Fourth Amendment and Waiver to Revolving Credit and Term Loan Agreement
dated as of March 30, 1996, and the Fifth Amendment to Revolving Credit and
Term Loan Agreement, dated as of
June 29, 1996, (The "Credit Agreement"). Capitalized terms not otherwise
defined herein shall have the same meanings ascribed thereto in the Credit
Agreement.
WHEREAS, the Borrower has requested the Bank to make certain amendments
to the Credit Agreement; and
WHEREAS, the Bank is willing to make such amendments to the Credit
Agreement subject to the terms and conditions set forth herein.
NOW THEREFORE, the Borrower and the Bank hereby covenant and agree as
follows:
1. AMENDMENT TO CREDIT AGREEMENT. The definition of REVOLVING CREDIT LOAN
MATURITY DATE contained in <section>1.1 of the Credit Agreement is amended
by deleting the date "June 30, 1997" contained in such definition and
substituting the date "September 30, 1997" therefor.
2. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective upon
receipt by the Bank of this Amendment duly and properly executed and
delivered by the Borrower.
3. REPRESENTATIONS AND WARRANTIES. The Borrower, hereby represents and
warrants to the Bank as follows:
(a) REPRESENTATIONS AND WARRANTIES IN CREDIT AGREEMENT. The
representations and warranties of the Borrower contained in the Credit
Agreement (i) were true and correct in all material respects when made,
and (ii) except to the extent such representations and warranties by their
terms are made solely as of a prior date, continue to be true and correct
in all material respects on the date hereof.
(b) RATIFICATION, ETC. Except as expressly provided by this
Amendment, the Credit Agreement and all documents, instruments and
agreements related thereto, including, but not limited to the Security
Documents, are hereby ratified and confirmed in all respects and shall
continue in full force and effect. The Credit Agreement and this
Amendment shall be read and construed as a single agreement. All
references in the Credit Agreement or any related agreement or instrument
to the Credit Agreement shall hereafter refer to the Credit Agreement as
amended hereby.
(c) AUTHORITY, ETC. The execution and delivery by the Borrower of
this Amendment and the performance by the Borrower of all of its
agreements and obligations under the Credit Agreement as amended hereby
are within the corporate authority of the Borrower and have been duly
authorized by all necessary corporate action on the part of the Borrower.
(d) ENFORCEABILITY OF OBLIGATIONS. This Amendment and the Credit
Agreement as amended hereby constitute the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in
accordance with their terms.
(e) NO DEFAULT. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
4. NO OTHER AMENDMENTS OR WAIVERS. Except as expressly provided in this
Amendment, all of the terms and conditions of the Credit Agreement and the
other Loan Documents remain in full force and effect.
5. EXPENSES: Pursuant to <section>16 of the Credit Agreement, all costs and
expenses incurred or sustained by the Bank in connection with this
Amendment, including the fees and disbursements of legal counsel for the
Bank in producing, reproducing and negotiating the Amendment, will be for
the account of the Borrower whether or not the transactions contemplated
by this Amendment are consummated.
6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but which
together shall constitute one instrument.
7. MISCELLANEOUS. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS (EXCLUDING THE LAWS
APPLICABLE TO
CONFLICTS OR CHOICE OF LAW). The captions in this Amendment are for
convenience of reference only and shall not define or limit the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment under seal of the date first set forth above.
ARROW AUTOMOTIVE INDUSTRIES, INC.
By: \S\ JAMES F. FAGAN
Name: James F. Fagan
Title: Executive Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: \S\ MATTHEW A. ROSS
Matthew A. Ross, Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF OPERATIONS, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-END> SEP-28-1996
<CASH> 221
<SECURITIES> 0
<RECEIVABLES> 13,903
<ALLOWANCES> 555
<INVENTORY> 38,370
<CURRENT-ASSETS> 55,219
<PP&E> 35,810
<DEPRECIATION> 23,133
<TOTAL-ASSETS> 70,441
<CURRENT-LIABILITIES> 17,873
<BONDS> 17,626
0
0
<COMMON> 297
<OTHER-SE> 30,415
<TOTAL-LIABILITY-AND-EQUITY> 70,441
<SALES> 24,481
<TOTAL-REVENUES> 24,481
<CGS> 19,027
<TOTAL-COSTS> 19,027
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 544
<INCOME-PRETAX> (942)
<INCOME-TAX> (358)
<INCOME-CONTINUING> (584)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (584)
<EPS-PRIMARY> (0.20)
<EPS-DILUTED> (0.20)
</TABLE>
