<PAGE>
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 March 31, 1998.
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 0-20274
-------
THE RIVAL COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-0794462
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 E. 101st Terrace, Kansas City, MO 64131
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(816) 943-4100
- --------------------------------------------------------------------------------
(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.
(l) Yes X No
----- -----
(2) Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
As of April 13, 1998, the registrant had 9,396,227 shares
of common stock, par value $.01 per share, outstanding.
<PAGE>
THE RIVAL COMPANY
FORM 10-Q
QUARTER ENDED March 31, 1998
INDEX
<TABLE>
<CAPTION>
PART I. - FINANCIAL INFORMATION Page
<S> <C>
ITEM 1. Financial Statements
(1) Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets as of March 31, 1998, March 31,
1997 and June 30, 1997. 3
Condensed Consolidated Statements of Operations for the three months
and nine months ended March 31, 1998 and 1997. 4
Consolidated Statements of Cash Flows for the nine months ended March
31, 1998 and 1997. 5
(2) Notes to Condensed Consolidated Financial Statements. 6-8
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations. 9-10
PART II. - OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders 10
ITEM 6. Exhibits and Reports on Form 8-K 10
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
THE RIVAL COMPANY AND SUBSIDIARIES
------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 1998 and 1997 and June 30, 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
03/31/98 03/31/97 06/30/97
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 1,438 $ 369 $ 194
Accounts receivable 68,877 71,014 74,663
Inventories 99,319 104,820 105,287
Deferred income taxes 1,872 2,632 2,584
Prepaid expenses 1,597 2,091 1,375
-------- -------- --------
Total current assets 173,103 180,926 184,103
Property, plant and equipment, net 45,840 43,173 46,695
Goodwill 60,978 62,919 62,314
Other assets 4,908 5,504 5,493
-------- -------- --------
$284,829 $292,522 $298,605
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks $ 44,000 $ 52,946 $ 65,075
Current portion of long-term debt 6,000 4,000 4,000
Trade accounts payable 14,362 16,696 15,477
Income taxes payable 3,855 1,113 1,231
Other payables and accrued expenses 13,325 15,523 13,501
-------- -------- --------
Total current liabilities 81,542 90,278 99,284
Long-term debt, less current portion 78,000 84,000 84,000
Deferred income taxes and other
liabilities 5,766 4,289 4,931
Stockholders' equity:
Common stock 98 98 98
Paid-in capital 45,908 45,626 45,656
Retained earnings 79,344 69,120 69,706
Treasury stock, at cost (5,608) (310) (4,438)
Foreign currency translation
adjustments (221) (579) (632)
-------- -------- --------
Total stockholders' equity 119,521 113,955 110,390
-------- -------- --------
$284,829 $292,522 $298,605
======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
THE RIVAL COMPANY AND SUBSIDIARIES
------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months and nine months ended March 31, 1998 and March 31, 1997
(amounts in thousands, except per share amounts)
(unaudited)
Three months ended Nine months ended
------------------ -----------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
03/31/98 03/31/97 03/31/98 03/31/97
--------- --------- --------- ---------
Net sales $ 70,851 $ 74,828 $ 295,400 $ 296,044
Cost of sales 53,199 60,488 217,998 218,075
--------- --------- --------- ---------
Gross profit 17,652 14,340 77,402 77,969
Selling expenses 10,758 11,510 38,813 39,024
General and administrative
expenses 3,180 3,136 10,059 9,853
Restructuring expenses -- 3,000 -- 3,000
Amortization of goodwill &
other intangible assets 704 847 2,189 2,335
--------- --------- --------- ---------
Operating income (loss) 3,010 (4,153) 26,341 23,757
Interest expense 2,392 2,376 7,851 7,606
Other expense, net 151 39 59 33
--------- --------- --------- ---------
Earnings (loss) before income
taxes 467 (6,568) 18,431 16,118
Income tax expense (benefit) 200 (2,230) 7,001 6,586
--------- --------- --------- ---------
Net earnings (loss) $ 267 $ (4,338) $ 11,430 $ 9,532
========= ========= ========= =========
Weighted average common
shares outstanding 9,395 9,741 9,430 9,735
========= ========= ========= =========
Net earnings (loss)
per common share
(Basic EPS) $ 0.03 $ (0.45) $ 1.21 $ 0.98
========= ========= ========= =========
Weighted average common
and common equivalent
shares outstanding 9,529 9,741 9,596 9,963
========= ========= ========= =========
Net earnings (loss) per
common share
(Diluted EPS) $ 0.03 $ (0.45) $ 1.19 $ 0.96
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
THE RIVAL COMPANY AND SUBSIDIARIES
-----------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 1998 and March 31, 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
-----------------
03/31/98 03/31/97
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 11,430 $ 9,532
Adjustments to reconcile net earnings to
net cash used by operating activities:
Depreciation and amortization 7,857 7,822
Other 109 170
Changes in assets and liabilities, net
of acquisitions:
Accounts receivable 5,786 3,089
Inventories 5,968 2,966
Prepaid expenses (222) 51
Accounts payable and accruals (1,291) (1,862)
Deferred income taxes 712 (1,030)
Income taxes payable 2,624 916
--------- --------
Net cash provided by operating activities 32,973 21,654
--------- --------
Cash flows from investing activities:
Capital expenditures (5,198) (7,291)
Acquisition of business -- (11,001)
Other 504 68
--------- --------
Net cash used by investing activities (4,694) (18,224)
--------- --------
Cash flows from financing activities:
Net borrowings (repayments) under
working capital loans (21,075) 1,050
Payment of long term debt (4,000) (4,000)
Net proceeds from issuance of common stock 252 138
Repurchase of common stock (1,170) --
Dividends paid (1,792) (1,752)
Other 750 --
--------- --------
Net cash used by financing activities (27,035) (4,564)
--------- --------
Net increase (decrease) in cash 1,244 (1,134)
Cash at beginning of period 194 1,503
--------- --------
Cash at end of period $ 1,438 $ 369
========= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
THE RIVAL COMPANY AND SUBSIDIARIES
------------------------
Notes to Condensed Consolidated Financial Statements
Nine Months Ended March 31, 1998 and March 31, 1997
Note 1
- ------
In the opinion of Management, the accompanying unaudited condensed consolidated
financial statements reflect all adjustments (consisting of normal recurring
accruals) considered necessary to present fairly the financial position of the
Company as of March 31, 1998 and 1997 and the results of its operations and its
cash flows for the periods ended March 31, 1998 and 1997. The June 30, 1997
condensed consolidated balance sheet has been derived from the audited
consolidated financial statements as of that date. These financial statements
have been prepared in accordance with the instructions to Form 10-Q. To the
extent that information and footnotes required by generally accepted accounting
principles for complete financial statements are contained in or consistent with
the audited consolidated financial statements incorporated by reference in the
Company's Form 10-K for the year ended June 30, 1997, such information and
footnotes have not been duplicated herein.
Note 2 Seasonality
- -------------------
The results of operations for the nine months ended March 31, are not indicative
of the results to be expected for the full year due to the seasonal nature of
the Company's operations.
Note 3 Inventories
- ------------------
The following is a summary of inventories at March 31, 1998 and 1997 and June
30, 1997 (in thousands):
<TABLE>
<CAPTION>
3/31/98 3/31/97 06/30/97
------- -------- ---------
<S> <C> <C> <C>
Raw Materials and
work in progress $ 41,334 $ 51,996 $ 52,933
Finished goods 64,100 58,043 57,794
-------- -------- --------
105,434 110,039 110,727
Less LIFO allowance (6,115) (5,219) (5,440)
-------- -------- --------
$ 99,319 $104,820 $105,287
======== ======== ========
</TABLE>
Note 4 Derivative Financial Instruments
- ----------------------------------------
In conjunction with the sale of $50 million in 7.21% unsecured notes in April
1996, the Company entered into a twelve year interest rate swap transaction with
Bank of America, N.A. (B of A) in the notional amount of $25 million. The effect
of the swap transaction was to convert the interest payment stream on $25
million of the notes to a variable rate which was approximately 0.45% above the
prevailing six-month LIBOR rate. During November 1997, the Company entered into
an agreement with B of A to terminate the interest rate swap agreement in
exchange for a payment by B of A to the Company in the amount of $750,000. The
Company will recognize the $750,000 gain as a reduction of interest expense
through the 2008 maturity of the underlying notes resulting in an effective
interest rate to maturity of 6.74% on $25 million of the notes.
6
<PAGE>
Note 5 Business Segments
The Rival Company manages its operations through four business units: kitchen
electrics and personal care (kitchen electrics), home environment, industrial
and building supply (industrial) and international. The kitchen electrics
business unit sells products including Crock-Pot(R) slow cookers, toasters, ice
cream freezers, can openers and massagers to retailers throughout the U.S. The
home environment business unit sells products including fans, air purifiers,
humidifiers, electric space heaters, utility pumps and household ventilation to
retailers throughout the U.S. The industrial group sells products including
industrial fans and drum blowers, household ventilation, ceiling fans, door
chimes and electric heaters to electrical and industrial wholesale distributors
throughout the U.S. The international business unit sells the Company's
products outside the U.S.
The Company is reporting business segment information in accordance with the
provisions of Financial Accounting Standards No. 131, `Disclosures about
Segments of an Enterprise and Related Information' which was issued in June
1997.
The Rival Company evaluates performance based upon contribution margin, which it
defines as gross margin less selling expenses. Administrative functions such as
finance and management information systems are centralized and are not allocated
to the business units. The various business units share manufacturing and
distribution facilities. Costs of operating the manufacturing plants are
allocated to the business units through full-absorption standard costing and
distribution costs are allocated based upon volume shipped from each
distribution center.
Summary financial information for each reportable segment, together with non-
business unit results consisting of sales directly to consumers, for the three
month periods ended March 31, 1998 and 1997 is as follows (in thousands):
<TABLE>
<CAPTION>
March Kitchen Home Inter-
1998 Electrics Environment Industrial national Other Total
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 35,692 $20,973 $ 4,987 $ 7,292 $1,907 $ 70,851
Gross profit 8,655 5,132 1,191 1,699 975 17,652
Selling expenses 4,343 2,871 1,662 1,446 436 10,758
Contribution margin 4,312 2,261 (471) 253 539 6,894
March Kitchen Home Inter-
1997 Electrics Environment Industrial national Other Total
- -----------------------------------------------------------------------------------------------
Net sales $ 35,080 $24,715 $ 6,470 $ 7,217 $1,346 $ 74,828
Gross profit 5,350 4,773 1,540 1,853 824 14,340
Selling expenses 4,344 3,674 2,026 1,095 371 11,510
Contribution margin 1,006 1,099 (486) 758 453 2,830
Summary financial information for the nine-month periods ended March 31, 1998
and 1997 is as follows (in thousands):
March Kitchen Home Inter-
1998 Electrics Environment Industrial national Other Total
- -----------------------------------------------------------------------------------------------
Net sales $160,102 $73,436 $19,902 $36,775 $5,185 $295,400
Gross profit 42,957 16,809 4,868 9,970 2,798 77,402
Selling expenses 17,053 9,326 5,588 5,642 1,204 38,813
Contribution margin 25,904 7,483 (720) 4,328 1,594 38,589
March Kitchen Home Inter-
1997 Electrics Environment Industrial national Other Total
- -----------------------------------------------------------------------------------------------
Net sales $154,778 $86,547 $22,761 $28,462 $3,496 $296,044
Gross profit 42,280 18,220 5,549 9,673 2,247 77,969
Selling expenses 16,273 10,446 6,417 4,835 1,053 39,024
Contribution margin 26,007 7,774 (868) 4,838 1,194 38,945
</TABLE>
7
<PAGE>
Note 6 Treasury Stock Purchases
- -------------------------------
During December 1997, the Company repurchased 37,700 shares of its common stock
at a price of $13.625 per share. In January 1998, the Company repurchased an
additional 50,000 shares of its common stock at a price of $13.125. The
purchases were financed through borrowings under the Company's revolving credit
agreement.
Note 7 Net Earnings Per Share
- -----------------------------
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" which revises the calculation and presentation
provisions of Accounting Principles Board Opinion 15 ("APB 15") and related
interpretations. Statement No. 128 has been adopted in the accompanying
financial statements with retroactive application. Basic earnings per share
excludes dilution and is computed by dividing net earnings by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
Diluted earnings per share is computed based upon the weighted average number of
common shares and dilutive common equivalent shares outstanding. Common stock
options, which are common stock equivalents, have a dilutive effect on earnings
per share in all periods except the March 1997 quarter and are therefore
included in the computation of diluted earnings per share for such other
periods. Diluted earnings per share in the accompanying statements of operations
is identical to the primary earnings per share previously presented in
accordance with APB 15 except for the March 1997 quarter.
Note 8 Contingencies
- --------------------
On January 23, 1998, the Court of Appeal in Quebec increased a judgment against
four defendants, including Biotech Electronics Ltd. ("Biotech") from CDN $0.2
million to CDN $2.9 million (U.S. $2.1 million) together with interest and other
costs. The total judgment is approximately CDN $7.2 million (U.S. $5.1 million).
Biotech was the predecessor of Bionaire, Inc. which was acquired by the Company
in April 1996 and subsequently merged into the Company's wholly owned
subsidiary, The Rival Company of Canada, Ltd. ("Rival-Canada"). The litigation
relates to Biotech stock transactions in 1984 over 12 years prior to the
acquisition of Bionaire by the Company. Regardless, because of the relationship
of these corporations, the judgement, if not modified, will be a joint and
several obligation of Rival-Canada and the co-defendants. The judgment is
substantially in excess of the net worth of Rival-Canada which is approximately
CDN $1.3 million (U.S. $0.9 million).
Rival-Canada has filed its motion seeking leave to file an appeal before the
Supreme Court of Canada. Additionally, the Company is exploring the likelihood
of recoveries from insurance carriers, from the other defendants and in the
event the judgment is not reversed and Rival-Canada must ultimately participate
in satisfying it, abandoning Rival-Canada and doing business in that country
through another entity.
The ultimate liability under this litigation, if any, cannot be reasonably
estimated at this time. The Company believes that the ultimate conclusion of
this litigation will not have a material adverse effect on the consolidated
financial condition of the Company but could have a material effect on results
of operations for an individual quarterly reporting period. Certain of the
foregoing are forward looking statements, and are subject to uncertainties
related to ongoing litigation and settlement negotiations.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Net sales were $70.9 million for the quarter ended March 31, 1998 compared to
$74.8 million in the prior year. For the first nine months of the fiscal year,
sales were $295.4 million compared to $296.0 million in the prior year. The
sales decline for the quarter was the result of lower shipments of seasonal home
environment products such as fans, pumps, heaters and humidifiers in the U.S.
and Canada. Warmer and drier than normal weather patterns in key markets
adversely impacted sales in our home environment, industrial and building
products and international business units. The kitchen electrics business unit
reported a 2% sales gain for the quarter and a 3% increase year to date due to
strong sales of Crock Pot (R) slow cookers and new products from the Dazey
acquisition which more than offset declines in sales of toasters and novelty
massagers. Sales of home environment products have declined 15% year to date due
to reduced retail placement as well as the aforementioned unfavorable weather
factor. Sales in the international business unit have increased 29% year to
date due to sales gains in Canada and Latin America.
Gross profit was $17.7 million (24.9% of sales) for the current year's quarter
compared to $14.3 million (19.2% of sales) in the prior year. For the nine
months, gross profit was $77.4 million (26.2% of sales) compared to $78.0
million (26.3% of sales) in the prior year. The improved third quarter margins
were largely the result of improved plant utilization due to the benefits of the
restructuring that occurred in the prior year together with higher manufacturing
volume resulting from lower inventories at the start of the period. Year to date
margins were essentially flat as a percentage of sales as improvements in
manufacturing utilization and the reduced overhead have been offset by declining
sales of high margin novelty massagers and price pressures in the competitive
retail environment.
Selling expenses were $10.8 million (15.2% of sales) for the quarter compared to
$11.5 million (15.4% of sales) in the prior year. For the nine months, selling
expenses were $38.8 million (13.1% of sales) compared to $39.0 million (13.2% of
sales) in the prior year. The Company has increased its investment in marketing
and product development and has largely offset such increases with reductions in
fixed selling expenditures including lower personnel costs.
General and administrative costs were $3.2 million for the quarter compared to
$3.1 million in the prior year. For the nine months, general and administrative
costs increased 2% to $10.1 million. Substantial savings were achieved due to
the consolidation of certain administrative functions in Canada, however, these
were largely offset by increased legal and professional expenses incurred
involving the Company's intellectual property.
A restructuring charge of $3.0 million was recognized during the March 1997
quarter as a result of the decision to close the Montreal, Quebec production and
shipping facility together with the consolidation of certain Canadian
administrative functions. The restructuring charge represented the estimated
cost of ongoing lease obligations in excess of anticipated sublease income as
well as severance costs.
Interest expense was substantially unchanged for the most recent quarter as
compared to the prior year as interest rates increased slightly and average
borrowings declined. Interest expense for the nine months increased from $7.6
million to $7.9 million. The increase was primarily the result of higher
borrowings caused by the Company's investment of $10 million in the January 1997
acquisition of certain assets of Dazey Corporation and its repurchase of $5.3
million of the Company's common stock during the past twelve months.
9
<PAGE>
Net earnings for the quarter ended March 31, 1998 were $0.3 million ($0.03 per
share) compared to a loss of $4.3 million ($0.45 per share) in the prior year.
For the nine months, net earnings were $11.4 million ($1.19 per share) compared
to $9.5 million ($0.96 per share) in the prior year.
Liquidity and Capital Resources
As of March 31, 1998 the Company had $84.0 million in long term debt (including
$6 million current portion) and $75 million in revolving loan commitments.
Revolving credit loans outstanding were $44.0 million as of such date. The
long-term debt requires periodic principal payments including $6.0 million in
January 1999 and has a final maturity in 2008. The revolving credit facility
expires in June 1999 and currently bears interest at a floating rate of LIBOR
plus .75%.
During the nine months ended March 31, 1998, the Company generated $33.0 million
of cash from operating activities as compared to $21.7 million of cash generated
in the prior year. The increase in cash from operating activities was the
result of improved working capital management.
The Company historically requires a significant amount of cash each fall to fund
its build-up in inventories and accounts receivable during its peak selling
season. These cash requirements are funded through borrowings on the working
capital line.
The Company plans to make capital expenditures of approximately $8.0 million
during fiscal 1998. Management believes that cash generated from operations and
its bank credit facility will be sufficient to meet its cash requirements for
the foreseeable future.
New Accounting Pronouncement
In 1997, the Financial Accounting Standard's Board issued Statement No. 130,
"Reporting Comprehensive Income". This statement, which is effective for
fiscal years beginning after December 15, 1997 expands disclosures and will have
no impact on the Company's reported financial position, results of operations or
cash flow.
Computer Systems and the Year 2000
During the past several years, the Company has replaced all of its significant
computer software applications and, as a result, all of such systems are Year
2000 compliant (i.e., support proper processing of transactions relating to the
year 2000 and beyond.) The Company has created a task force to review Year 2000
compliance of its key suppliers and service providers in an effort to reduce the
potential adverse impact on its operations from non-compliance by such parties.
The cost of this review is not expected to be significant.
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits.
11 Schedule regarding computation of per share earnings.
(b) Reports on Form 8-K
None
10
<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.
THE RIVAL COMPANY
Dated: April 20, 1998 By: /s/ William L. Yager
------------------------
William L. Yager
President and Chief
Operating Officer
(Duly Authorized Officer)
Dated: April 20, 1998 By: /s/ W. Mark Meierhoffer
-------------------------
W. Mark Meierhoffer
Senior Vice-President of
Finance and Administration,
Chief Financial Officer
11
<PAGE>
Exhibit 11
THE RIVAL COMPANY AND SUBSIDIARIES
Diluted Earnings Per Share
(in thousands except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
-------------------- -------------------
03/31/98 03/31/97 03/31/98 03/31/97
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net earnings (loss) $ 267 $ (4,338) $ 11,430 $ 9,532
======== ======== ======== ========
Diluted Earnings (Loss) Per Share
- ---------------------------------
Weighted average common and common
equivalent shares outstanding 9,529 9,968 9,596 9,963
======== ======== ======== ========
Earnings (loss) per common and
common equivalent share (diluted) $0.03 (a)$ (0.44) $ 1.19 $ 0.96
======== ======== ======== ========
Share computation:
Average common shares
outstanding 9,395 9,741 9,430 9,735
Average number of options
outstanding 733 659 793 672
Less treasury shares acquired
with proceeds from exercise
of options (599) (432) (627) (444)
======== ======== ======== ========
Weighted average common and common
equivalent shares outstanding 9,529 9,968 9,596 9,963
======== ======== ======== ========
</TABLE>
(a) The common stock equivalents are anti-dilutive and, therefore, are excluded
from the presentation in the Condensed Consolidated Statements of Earnings
for the quarter ended March 31, 1997.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Form 10-Q for the quarter ended 3/31/98 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> JUN-30-1998 JUN-30-1997
<PERIOD-START> JUL-01-1997 JUL-01-1996
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 1,438 369
<SECURITIES> 0 0
<RECEIVABLES> 71,625 73,732
<ALLOWANCES> 2,748 2,718
<INVENTORY> 99,319 104,820
<CURRENT-ASSETS> 173,103 180,926
<PP&E> 82,541 77,173
<DEPRECIATION> 36,701 34,000
<TOTAL-ASSETS> 284,829 292,522
<CURRENT-LIABILITIES> 81,542 90,278
<BONDS> 78,000 84,000
0 0
0 0
<COMMON> 98 98
<OTHER-SE> 119,423 113,857
<TOTAL-LIABILITY-AND-EQUITY> 284,829 292,522
<SALES> 295,400 296,044
<TOTAL-REVENUES> 295,400 296,044
<CGS> 217,998 218,075
<TOTAL-COSTS> 217,998 218,075
<OTHER-EXPENSES> 51,061 54,212
<LOSS-PROVISION> 700 655
<INTEREST-EXPENSE> 7,851 7,606
<INCOME-PRETAX> 18,431 16,118
<INCOME-TAX> 7,001 6,586
<INCOME-CONTINUING> 11,430 9,532
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 11,430 9,532
<EPS-PRIMARY> 1.19 0.96
<EPS-DILUTED> 1.19 0.96
</TABLE>
