<PAGE> 1
UNITED STATES 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 June 27, 1997
-------------
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 1-9548
------
The Timberland Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 02-0312554
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
200 Domain Drive, Stratham, New Hampshire 03885
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 772-9500
-----------------------------
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
--- ---
On August 4, 1997, 8,686,756 shares of the registrant's Class A Common Stock
were outstanding and 2,605,432 shares of the registrant's Class B Common
Stock were outstanding.
<PAGE> 2
THE TIMBERLAND COMPANY
FORM 10-Q
TABLE OF CONTENTS
Page(s)
-------
Independent Accountants' Report 1
Part I Financial Information (unaudited)
- ----------------------------
Condensed Consolidated Balance Sheets - 2-3
June 27, 1997 and December 31, 1996
Condensed Consolidated Statements of Operations - 4
For the three and six months ended June 27, 1997
and June 28, 1996
Condensed Consolidated Statements of Cash Flows - 5
For the six months ended June 27, 1997 and
June 28, 1996
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 11-12
- -------------------------
<PAGE> 3
Form 10-Q
Page 1
INDEPENDENT ACCOUNTANTS' REPORT
- -------------------------------
To the Stockholders and Board of Directors of
The Timberland Company:
We have reviewed the accompanying condensed consolidated balance sheet of The
Timberland Company and subsidiaries as of June 27, 1997, and the related
condensed consolidated statements of operations for the three-month and
six-month periods ended June 27, 1997 and June 28, 1996, and the related
condensed consolidated statements of cash flows for the six-month periods ended
June 27, 1997 and June 28, 1996. These condensed financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Timberland Company and
subsidiaries as of December 31, 1996, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended (not presented herein); and, in our report dated February 5, 1997, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1996, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
Deloitte & Touche LLP
Boston, Massachusetts
July 31, 1997
<PAGE> 4
Form 10-Q
Page 2
Part I Financial Information
- ----------------------------
THE TIMBERLAND COMPANY
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 27, December 31,
1997 1996
-------- ------------
<S> <C> <C>
Current assets
Cash and equivalents $ 31,052 $ 93,336
Accounts receivable, net of allowance for
doubtful accounts of $3,807 at June 27, 1997 and $3,540 at
December 31, 1996 87,036 100,556
Inventories 198,347 159,058
Prepaid expenses 9,454 9,351
Deferred and refundable income taxes 11,082 9,167
-------- --------
Total current assets 336,971 371,468
-------- --------
Property, plant and equipment 108,986 103,650
Less accumulated depreciation and amortization (60,225) (54,666)
-------- --------
Net property, plant and equipment 48,761 48,984
-------- --------
Excess of cost over fair value of net assets
acquired, net 21,745 22,587
Other assets, net 5,469 6,547
-------- --------
$412,946 $449,586
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
Form 10-Q
Page 3
THE TIMBERLAND COMPANY
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in Thousands)
(Unaudited)
<CAPTION>
June 27, December 31,
1997 1996
-------- ------------
<S> <C> <C>
Current liabilities
Current maturities of long-term debt $ 27,802 $ 17,778
Accounts payable 33,482 21,348
Accrued expenses
Payroll and related 14,722 15,173
Interest and other 26,069 35,753
Income taxes payable 11,923 11,813
-------- --------
Total current liabilities 113,998 101,865
-------- --------
Long-term debt, less current maturities 120,924 171,676
Deferred income taxes 8,759 10,685
Stockholders' equity
Preferred stock, $.01 par value; 2,000,000 shares authorized;
none issued - -
Class A Common Stock, $.01 par value (1 vote per share);
30,000,000 shares authorized; 8,580,036 shares issued
at June 27, 1997 and 8,430,998 shares at December 31, 1996 86 84
Class B Common Stock, $.01 par value (10 votes per share);
convertible into Class A shares on a one-for-one basis;
15,000,000 shares authorized; 2,733,832 shares issued at
June 27, 1997 and 2,734,301 shares at December 31, 1996 27 27
Additional paid-in capital 64,625 61,806
Retained earnings 105,453 100,600
Cumulative translation adjustment (813) 2,963
Less treasury stock at cost, 17,369 shares at June 27,
1997 and 18,369 shares at December 31, 1996 (113) (120)
-------- --------
169,265 165,360
-------- --------
$412,946 $449,586
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
Form 10-Q
Page 4
THE TIMBERLAND COMPANY
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Per Share Data)
(Unaudited)
<CAPTION>
For the For the
Three Months Ended Six Months Ended
---------------------- ----------------------
June 27, June 28, June 27, June 28,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue $132,180 $113,648 $282,864 $241,332
Cost of goods sold 80,325 73,567 169,395 155,226
-------- -------- -------- --------
Gross profit 51,855 40,081 113,469 86,106
-------- -------- -------- --------
Operating expenses
Selling 35,388 33,753 74,623 66,217
General and administrative 12,106 11,529 23,569 21,587
Amortization of goodwill 421 421 842 842
-------- -------- -------- --------
Total operating expenses 47,915 45,703 99,034 88,646
-------- -------- -------- --------
Operating income (loss) 3,940 (5,622) 14,435 (2,540)
-------- -------- -------- --------
Other expense (income)
Interest expense 3,553 5,489 8,130 10,287
Other, net (409) (216) (628) (359)
-------- -------- -------- --------
Total other expense 3,144 5,273 7,502 9,928
-------- -------- -------- --------
Income (loss) before income taxes 796 (10,895) 6,933 (12,468)
-------- -------- -------- --------
Provision (benefit) for income taxes 239 (4,015) 2,080 (4,613)
-------- -------- -------- --------
Net income (loss) $ 557 $ (6,880) $ 4,853 $ (7,855)
======== ======== ======== ========
Earnings (loss) per share $ .05 $ (.61) $ .42 $ (.70)
======== ======== ======== ========
Weighted average shares outstanding and share
equivalents 11,735 11,225 11,651 11,194
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 7
Form 10-Q
Page 5
THE TIMBERLAND COMPANY
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
For the
Six Months Ended
--------------------------
June 27, June 28,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 4,853 $ (7,855)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Deferred income taxes (1,926) 1
Depreciation and amortization 10,425 10,394
Increase (decrease) in cash from changes in working
capital items:
Accounts receivable 13,894 8,072
Inventories (41,451) (28,521)
Prepaid expenses (279) 1,330
Accounts payable 12,527 4,427
Accrued expenses (9,358) (5)
Income taxes (1,689) (829)
-------- --------
Net cash used by operating activities (13,004) (12,986)
-------- --------
Cash flows from investing activities:
Proceeds from sale of equipment - 681
Additions to property, plant and equipment, net (8,694) (6,410)
Other, net (2,323) 189
-------- --------
Net cash used by investing activities (11,017) (5,540)
-------- --------
Cash flows from financing activities:
Payments on long-term debt (40,728) (361)
Issuance of common stock 2,828 626
-------- --------
Net cash provided (used) by financing activities (37,900) 265
-------- --------
Effect of exchange rate changes on cash (363) (191)
-------- --------
Net decrease in cash and equivalents (62,284) (18,452)
Cash and equivalents at beginning of period 93,336 38,389
-------- --------
Cash and equivalents at end of period $ 31,052 $ 19,937
======== ========
Supplemental disclosures of cash flow information:
Interest paid $ 8,374 $ 9,331
Income tax (refund) paid 5,812 (3,788)
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 8
Form 10-Q
Page 6
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in Thousands Except Per Share Data)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain the adjustments necessary to
present fairly the Company's financial position, results of operations
and changes in cash flows for the interim periods presented. Such
adjustments consisted of normal recurring items. The unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. The results of operations for the three and six months ended June 27,
1997 are not necessarily indicative of the results to be expected for
the full year. Historically, the Company's revenue has been more
heavily weighted to the second half of the year.
3. Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
June 27, 1997 December 31, 1996
------------- -----------------
<S> <C> <C>
Raw materials $ 9,344 $ 9,770
Work-in-process 5,679 3,979
Finished goods 183,324 145,309
-------- --------
$198,347 $159,058
======== ========
</TABLE>
4. Earnings Per Share
Earnings per share are computed using the weighted average number of
common shares outstanding and share equivalents during each period, in
accordance with Accounting Principles Board Opinion No. 15, "Earnings
per Share."
In February 1997, the Financial Accounting Standards Board Issued
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"), which will become effective during the fourth
quarter of 1997. Had SFAS 128 been in effect for 1997, the reported
earnings of $.05 per share for the three month period ended June 27,
1997 would have remained unchanged. For the six month period ended June
27, 1997, basic and diluted earnings per share would have been $.43 per
share and $.42 per share, respectively. The reported loss of $.61
per share and $.70 per share for the three and six month periods ended
June 28, 1996, respectively, would have remained unchanged.
5. Legal Proceedings
The Company is involved in various litigation and legal matters which
have arisen in the ordinary course of business. Management believes
that the ultimate resolution of any existing matter will not have a
material adverse effect on the Company's consolidated financial
statements.
The Company and two of its officers and directors have been named as
defendants in two actions filed in the United States District Court for
the District of New Hampshire.
<PAGE> 9
Form 10-Q
Page 7
THE TIMBERLAND COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in Thousands Except Per Share Data)
5. Legal Proceedings (continued)
The plaintiffs allege that defendants violated federal securities laws
by making material misstatements and omissions in certain of the
Company's public filings and statements in 1994. On July 9, 1997, the
parties filed a Stipulation and Agreement of Compromise, Settlement and
Release with the United States District Court for its approval. On July
31, 1997, the United States District Court entered an order
preliminarily approving the Stipulation. At this time, management does
not expect the outcome of such litigation to have a material adverse
effect on the Company's consolidated financial position, results of
operations or cash flows.
6. Debt
On March 21, 1997, the Company's revolving credit agreement was amended
to increase the amount of senior notes the Company may prepay in any
year from $10 million to $55 million.
<PAGE> 10
Form 10-Q
Page 8
THE TIMBERLAND COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
RESULTS OF OPERATIONS
- ---------------------
Second Quarter 1997 Compared with Second Quarter 1996
- -----------------------------------------------------
Revenue for the second quarter of 1997 was $132.2 million, an increase of $18.6
million, or 16.3%, compared with the $113.6 million reported in the second
quarter of 1996.
Domestic revenue for the second quarter of 1997 was $98.5 million, an increase
of $18.6 million, or 23.3%, from the same period in 1996. The increase primarily
was attributed to footwear unit volume growth, particularly in performance and
kids footwear products.
International revenue for the second quarter of 1997 was $33.6 million, which
was relatively constant compared with the second quarter of 1996.
Footwear revenue for the second quarter of 1997 was $97.5 million, an increase
of $10.8 million, or 12.4%, from the same period in 1996. The increase was
primarily attributable to the increased unit volume discussed above. The
average selling price of footwear was comparable in the second quarter of 1997
and 1996. Revenue attributable to apparel and accessories increased $8.1
million, or 32.7%, to $33.0 million in the second quarter of 1997, compared
with the same period in 1996. The increase was primarily due to increased unit
sales of prior seasons product and, to a lesser extent, an increase in average
selling price.
Worldwide revenue from Timberland owned retail and factory stores for the
second quarter of 1997 was $32.4 million, representing 24.5% of total revenue,
compared with $27.1 million, or 23.9%, for the second quarter of 1996. Total
domestic retail and factory store sales increased 10.6% for the second quarter
of 1997, compared with the same period in 1996; however comparable domestic
retail and factory store sales declined 2.2%
Gross profit as a percentage of revenue for the second quarter of 1997 was
39.2%, up 3.9 points from the 35.3% for the second quarter of 1996. The
improvement in gross margin was due primarily to reductions in sales returns,
allowances and markdowns, and, to a lesser extent, a greater proportion of
higher margin footwear products.
Operating expenses were $47.9 million in the second quarter of 1997, up $2.2
million, or 4.8%, from the $45.7 million reported in the second quarter of
1996. Operating expenses as a percentage of revenue for the second quarter of
1997 declined to 36.2% from 40.2% for the second quarter of 1996. The dollar
increase compared with the prior year period was primarily attributed to
increased selling expense to support increased sales volume.
Interest expense for the second quarter of 1997 decreased by $1.9 million to
$3.6 million from the comparable period in 1996, due to a reduction in long-term
debt.
<PAGE> 11
Form 10-Q
Page 9
Six Months ended June 27, 1997 Compared with Six Months ended June 28, 1996
- ---------------------------------------------------------------------------
Revenue for the first six months of 1997 was $282.9 million, an increase of
$41.5 million, or 17.2%, from the $241.3 million for the comparable period in
1996.
Gross profit as a percentage of revenue for the first six months of 1997 was
40.1%, compared with 35.7% for the comparable period in 1996. This improvement
is attributable to the same factors cited for the percentage increase in the
second quarter of 1997 compared with the second quarter of 1996.
Operating expenses for the first half of 1997 increased by $10.4 million to
$99.0 million from $88.6 million for the comparable period in 1996. The dollar
increase compared with the prior year was primarily attributable to increased
selling expenses to support the higher sales volume and, with respect to
general and administrative expenses, the expansion of European operations.
Interest expense for the first six months of 1997 was $8.1 million, a decrease
of $2.2 million from the comparable period in 1996, due to a reduction in
long-term debt.
The effective tax rate for the first six months of 1997 was 30%, compared with
a rate of 37% for the same period last year, and 34% for the 1996 full year.
The decrease is attributable to a relative increase in Puerto Rican sourced
income, which is subject to a lower tax rate than the U.S. Federal rate.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash used by operations during the first six months of 1997 and 1996 amounted
to $13.0 million. Accounts receivable declined $13.5 million and inventory
increased $39.3 million from year end 1996 to support future sales increases.
Days sales outstanding at June 27, 1997 were 59 days compared with 69 days
at June 28, 1996. Wholesale days sales outstanding decreased to 73 days at
June 27, 1997 from 84 days at June 28, 1996. Inventories were $198.3 million at
June 27, 1997, a $10.7 million, or 5.1% decline from June 28, 1996. Inventory
turns were 1.8 times for the second quarter of 1997, compared with 1.5 times for
the second quarter of 1996.
During the first six months of 1997, $11.0 million of cash was used in
investing activities compared with $5.5 million used during the same period in
1996. Capital expenditures for the first six months of 1997 were $8.7
million, compared with $6.4 million for the same period in 1996. During the
first six months of 1997, $37.9 million of cash was used by financing
activities compared with $.3 million of cash provided in the first six months
of 1996. The increase in cash used by financing activities was primarily due to
the Company's prepayment of $35.0 million of unsecured notes and $5.3 million
of Industrial Revenue Bonds. On March 21, 1997, the Company's revolving credit
agreement was amended to increase the amount of senior notes the Company may
prepay in any year from $10 million to $55 million. The Company intends to
prepay an additional $20.0 million of long-term debt in 1997 and has classified
the prepayment in current maturities at June 27, 1997.
The Company has available unsecured revolving and committed lines of credit as
sources of financing for it's seasonal and other working capital requirements.
The Company's debt to capital ratio was 46.8% at June 27, 1997, compared with
53.4% at December 31, 1996 and 60.6% at June 28, 1996.
<PAGE> 12
Form 10-Q
Page 10
As discussed in note 5, the United States District Court entered an order
preliminarily approving the Stipulation and Agreement of Compromise, Settlement
and Release filed by the parties on July 9, 1997. At this time, management does
not expect the outcome of such litigation to have a material adverse effect on
the Company's consolidated financial position, results of operations or cash
flows.
Management believes that the Company's capital needs for 1997 will be met
through its existing credit facilities and cash flows from operations without
the need for additional permanent financing. However, as discussed in an exhibit
to the Company's Form 10-K for the year ended December 31, 1996, entitled
"Cautionary Statements for Purposes of the Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995", several risks and uncertainties could
cause the Company to need to raise additional capital through equity and/or debt
financing. The availability and terms of any such financing would be subject to
prevailing market conditions and other factors at that time.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share", ("SFAS 128"),
which will become effective during the fourth quarter of 1997. SFAS 128 will
require the Company to restate all previously reported earnings per share
information to conform with the new pronouncement's requirements. The Company
does not expect that adoption of SFAS 128 will have a material impact on
reported earnings per share.
<PAGE> 13
Form 10-Q
Page 11
Part II Other Information
- -------------------------
Item 1. Legal Proceedings
Reference is made to the litigation filed against the Company and two
of its officers and directors, disclosed in Item 3 of the Company's
Form 10-K for the year ended December 31, 1996 and Item 1 of the
Company's Form 10-Q for the fiscal quarter ended March 28, 1997. On
July 9, 1997, the parties filed a Stipulation and Agreement of
Compromise, Settlement and Release with the United States District
Court for its approval. On July 31, 1997, the United States District
Court entered an order preliminary approving the stipulation. At this
time, management does not expect the outcome of such litigation to
have a material adverse effect on the Company's consolidated financial
position, results of operations or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting of Stockholders on May 16,
1997.
(b) At such Annual Meeting proxies were solicited pursuant to
Regulation 14A of the Securities Exchange Act of 1934 and all
nominees for director were elected as indicated by the following
schedule of votes cast for each director. The holders of Class A
Common Stock elected the following directors:
<TABLE>
<CAPTION>
Total Votes for Each Total Votes Withheld
Nominee Director from Each Director
------- -------------------- --------------------
<S> <C> <C>
John F. Brennan 7,847,944 56,484
Abraham Zaleznik 7,846,609 57,819
</TABLE>
The holders of Class A Common Stock and the holders of Class B
Common Stock voting together as a single class elected the
following directors:
<TABLE>
<CAPTION>
Total Votes for Each Total Votes Withheld
Nominee Director from Each Director
------- -------------------- --------------------
<S> <C> <C>
Robert M. Agate 35,186,247 56,501
Ian W. Diery 35,186,247 56,501
John A. Fitzsimmons 35,186,064 56,684
Jeffrey B. Swartz 35,183,144 59,604
Sidney W. Swartz 35,186,194 56,554
</TABLE>
There were no abstentions or broker non-votes with respect to
the election of the director nominees.
The stockholders approved a proposal to adopt the Company's 1997
Incentive Plan, a copy of which was set forth in Appendix A to
the Proxy Statement sent to stockholders in connection with the
Annual Meeting. There were 31,913,693 votes cast in favor of
this proposal, 2,389,782 votes cast against this proposal, 22,256
abstentions and 917,017 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K - There were no reports on Form 8-K filed
during the period covered by this report.
<PAGE> 14
Form 10-Q
Page 12
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 Timberland Company
-----------------------------------
(Registrant)
Date: August 8, 1997 /s/ Geoffrey J. Hibner
--------------- -----------------------------------
Geoffrey J. Hibner
Senior Vice President -
Finance and Administration
and Chief Financial Officer
Date: August 8, 1997 /s/ Dennis W. Hagele
--------------- -----------------------------------
Dennis W. Hagele
Vice President Finance
and Corporate Controller
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 27, 1997 AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED
JUNE 27, 1997 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> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-27-1997
<CASH> 31,052
<SECURITIES> 0
<RECEIVABLES> 90,843
<ALLOWANCES> 3,807
<INVENTORY> 198,347
<CURRENT-ASSETS> 336,971
<PP&E> 108,986
<DEPRECIATION> (60,225)
<TOTAL-ASSETS> 412,946
<CURRENT-LIABILITIES> 113,998
<BONDS> 120,924
0
0
<COMMON> 113
<OTHER-SE> 169,152
<TOTAL-LIABILITY-AND-EQUITY> 412,946
<SALES> 282,864
<TOTAL-REVENUES> 282,864
<CGS> 169,395
<TOTAL-COSTS> 169,395
<OTHER-EXPENSES> 842
<LOSS-PROVISION> 807
<INTEREST-EXPENSE> 8,130
<INCOME-PRETAX> 6,933
<INCOME-TAX> 2,080
<INCOME-CONTINUING> 4,853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,853
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
