Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 26, 1998 Commission File Number 0-1989
Seneca Foods Corporation
(Exact name of Company as specified in its charter)
New York 16-0733425
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1162 Pittsford-Victor Road, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 716/385-9500
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
Check mark indicates whether Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding
12 months (or for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
----- -----
The number of shares outstanding of each of the issuer's classes of common stock
at the latest practical date are:
Class Shares Outstanding at October 31, 1998
Common Stock Class A, $.25 Par 3,187,883
Common Stock Class B, $.25 Par 2,796,628
<PAGE>
<TABLE>
PART I FINANCIAL INFORMATION
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands of Dollars)
<CAPTION>
9/26/98 3/31/98
------- -------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Short-term Investments $ 8,989 $ 4,077
Accounts Receivable, Net 52,632 48,647
Inventories:
Finished Goods 350,039 118,067
Work in Process 22,454 25,440
Raw Materials 35,020 50,537
------- -------
407,513 194,044
Off-Season Reserve (Note 3) (54,719) -
Deferred Tax Asset, Net 3,870 3,870
Refundable Income Taxes 740 1,576
Other Current Assets 725 1,680
-------------- ---------------
Total Current Assets 419,750 253,894
Property, Plant and Equipment, Net 207,869 218,408
Other Assets 2,121 2,624
-------------- ---------------
$629,740 $474,926
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 23,000 $ 62,270
Accounts Payable 195,380 46,540
Accrued Expenses 19,931 21,210
Current Portion of Long-Term Debt and Capital
Lease Obligations 11,568 11,575
--------------- ---------------
Total Current Liabilities 249,879 141,595
Long-Term Debt 218,922 219,023
Capital Lease Obligations 8,791 8,835
Deferred Income Taxes 6,079 7,598
Other Long-Term Liabilities 9,217 8,750
10% Preferred Stock, Series A, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
10% Preferred Stock, Series B, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value 50 50
Convertible, Participating Preferred Stock, $12
Stated Value 49,715 -
Common Stock 2,677 2,666
Paid in Capital 6,585 5,913
Net Unrealized Gain on Available-For-Sale Securities 767 1,026
Retained Earnings 77,038 79,450
--------------- ---------------
Stockholders' Equity 136,852 89,125
--------------- ---------------
$629,740 $474,926
=============== ===============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, except Share Data)
<CAPTION>
Three Months Ended
------------------
9/26/98 9/27/97
------- -------
<S> <C> <C>
Net Sales $ 220,320 $ 208,859
Costs and Expenses:
Cost of Product Sold 206,401 193,740
Selling, General, and Administrative 7,206 7,936
Interest Expense 6,297 6,890
------------------ -----------------
Total Costs and Expenses 219,904 208,566
------------------ -----------------
Earnings Before Income Taxes 416 293
Income Taxes 133 106
------------------ -----------------
Net Earnings $ 283 $ 187
================== =================
Basic Earnings Per
Common Share $ .05 $ .03
================== =================
Diluted Earnings Per
Common Share $ .04 $ .03
================== =================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, except Share Data)
<CAPTION>
Six Months Ended
----------------
9/26/98 9/27/97
------- -------
<S> <C> <C>
Net Sales $ 323,814 $ 314,068
Costs and Expenses:
Cost of Product Sold 300,231 284,252
Selling, General, and Administrative 14,017 15,865
Interest Expense 13,095 13,359
------------------ -----------------
Total Costs and Expenses 327,343 313,476
------------------ -----------------
(Loss) Earnings Before Income Taxes (3,529) 592
Income Taxes (1,129) 213
------------------ -----------------
Net (Loss) Earnings $ (2,400) $ 379
================== =================
Basic (Loss) Earnings Per
Common Share $ (.40) $ .06
================== =================
Diluted (Loss) Earnings Per
Common Share $ (.40) $ .06
================== =================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<CAPTION>
Six Months Ended
----------------
9/26/98 9/27/97
------- -------
<S> <C> <C>
Cash Flows from Operating Activities:
Net (Loss) Earnings $ (2,400) $ 379
Adjustments to Reconcile Net (Loss) Earnings to
Net Cash (Used) Provided by Operating
Activities:
Depreciation and Amortization 14,301 14,330
Deferred Income Taxes (1,303) 156
Contribution of Stock to Benefit Plan 683 -
Changes in Operating Assets
and Liabilities:
Accounts Receivable (3,985) (22,081)
Inventories (213,469) (200,255)
Off-Season Reserve 54,719 48,180
Other Current Assets 955 2,134
Income Taxes 836 (1,836)
Accounts Payable and
Accrued Expenses 148,028 173,583
------------------ -----------------
Net Cash (Used) Provided
by Operations (1,635) 14,590
------------------ -----------------
Cash Flows From Investing Activities:
Additions to Property, Plant,
and Equipment (4,104) (9,729)
Disposals 342 -
Acquisitions - (53,672)
------------------ -----------------
Net Cash Used in Investing
Activities (3,762) (63,401)
------------------ -----------------
Cash Flows From Financing Activities:
Rights Offering 49,715 -
Notes Payable (39,270) 35,545
Other 28 (72)
Payments and Current Portion of Long-Term
Debt and Capital Lease Obligations (152) (104)
Long-Term Borrowing - 15,106
Dividends (12) -
------------------ -----------------
Net Cash Provided by
Financing Activities 10,309 50,475
------------------ -----------------
Net Increase in Cash and Short-
Term Investments 4,912 1,664
Cash and Short-Term Investments,
Beginning of Period 4,077 1,584
------------------ -----------------
Cash and Short-Term Investments,
End of Period $ 8,989 $ 3,248
================== ==================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 26, 1998
1. Consolidated Condensed Financial Statements
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are normal
and recurring in nature, necessary to present fairly the financial
position of the Registrant as of September 26, 1998 and results of
operations for the three and six month periods ended September 26,
1998 and September 27, 1997. All significant intercompany transactions
and accounts have been eliminated in consolidation. The March 31, 1998
balance sheet was derived from audited financial statements.
The results of operations for the three and six month periods ended
September 26, 1998 and September 27, 1997 are not necessarily indicative
of the results to be expected for the full year. The Registrant does not
believe comparative 12-month interim date information is meaningful. The
interim information presented reflects separate pack years while the
12-month interim date information could reflect two different pack years
in the same period.
The accounting policies followed by the Registrant are set forth in Note
1 to the Registrant's financial statements in the 1998 Seneca Foods
Corporation Annual Report and 10-K.
Other footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these consolidated
condensed financial statements be read in conjunction with the financial
statements and notes included in the Registrant's 1998 Annual Report and
10-K.
2. Basic earnings per share are calculated on the basis of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share"
which the Registrant adopted in the fourth quarter of 1998.The additional
shares and dividends were not considered in the year-to-date diluted
calculation since diluting a loss is not allowed under SFAS No. 128.
3. Off-Season Reserve is the excess of absorbed expenses over incurred
expenses to date. The seasonal nature of the Registrant's Food Processing
business results in a timing difference between expenses (primarily
overhead expenses) incurred and absorbed into product cost. All
Off-Season Reserve balances are zero at fiscal year end.
4. In the second quarter of 1999, the Registrant consummated a $50 million
equity sale previously described in the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on July 2, 1998. The equity sale resulted from a Rights
Offering to Registrant's common shareholders as described in the
following paragraph (the "Rights Offering") and a Stock Purchase
Agreement (the "Stock Purchase Agreement") with certain investors as
described in the second following paragraph.
The Rights Offering consisted of a distribution payable to the holders of
the Registrant's Class A common stock, $0.25 par value per share (the
"Class A Common Stock") and Class B common stock, $0.25 par value per
share (the "Class B Common Stock" and together with the Class A Common
Stock, the "Common Stock"), whereby, each holder of Common Stock received
a right (the "Right") to purchase at a subscription price of $12.00 per
share (the
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 26, 1998
"Subscription Price"), shares of Convertible Participating Preferred
Stock, $12.00 stated value per share (the "New Preferred Stock"). The
shares of New Preferred Stock are convertible immediately on a
share-for-share basis into shares of Class A Common Stock. The Registrant
distributed one-half of a Right for each share of Common Stock held of
record as of July 13, 1998. Each whole Right entitled the holder thereof
(a "Rights Holder") to receive upon payment of the Subscription Price,
one share of New Preferred Stock. The Rights were evidenced by
Subscription Certificates transferable by the holders thereof. Holders
of the Registrant's Common Stock acquired 1,146,639 shares of New
Preferred Stock under the Rights Offering for a total investment of
$13,759,668.
Pursuant to the Stock Purchase Agreement with Carl Marks Strategic
Investments, L.P., a Delaware limited partnership, Carl Marks Strategic
Investments II, L.P., a Delaware limited partnership and Uranus Fund,
Ltd., a Cayman Islands corporation (collectively, the "New Investors"),
the New Investors agreed to (i) purchase from the Registrant 1,166,667
shares of New Preferred Stock for a total investment of $14,000,004 (or
$12.00 per share) and (ii) act as standby purchasers with respect to up
to 2,500,000 shares of New Preferred Stock not purchased by the
Registrant's shareholders in the Rights Offering. The Registrant was not
required to sell under the Stock Purchase Agreement and the Rights
Offering more than 4,166,667 shares of New Preferred Stock at a total
price of $50,000,004. The New Investors acquired a total of 3,019,895
shares of New Preferred Stock for an aggregate purchase price of
$36,238,740. The total investment received by the Registrant as a result
of the Rights Offering and investment by the New Investors was
$49,998,408 (4,166,534 shares of New Preferred Stock).
Concurrently with the Stock Purchase Agreement, the New Investors, the
Registrant, and certain of its substantial shareholders, entered into a
Shareholders Agreement dated June 22, 1998 (the "Shareholders
Agreement"). The members of the Kayser and Wolcott families agreed to
certain restrictions on sales by them of shares of (i) Class A Common
Stock, (ii) Class B Common Stock, (iii) New Preferred Stock and (iv)
other securities of the Registrant that are entitled to vote in the
election of directors (the "Shares") including a general restriction
against sales of Shares to third persons before September 2, 2000.
The consummation of the foregoing agreements permit the New Investors to
participate significantly in the governance of the Registrant. As a
result of the equity investment transaction (and assuming conversion of
all of the shares of New Preferred Stock into Class A Common Stock) the
New Investors and certain of the Registrant's existing shareholders that
are related to the New Investors through family relationships and common
ownership of certain business entities collectively exercise
approximately 16% of the total voting power of the Registrant (in an
election of directors). The terms of the Stock Purchase Agreement and
Shareholders Agreement provide other opportunities for the New Investors
to exercise influence over the Registrant. One such provision required
that the Registrant's Board of Directors be increased from seven to nine
members. The two new positions have been filled by designees of the New
Investors, Andrew M. Boas and Arthur H. Baer
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 26, 1998
(the "Investor Designees"). The Investor Designees will continue to be
nominated for election to the Board and shareholders who executed the
Shareholders Agreement will continue to vote for the Investor Designees
until the Stock Purchase Agreement is terminated or such time as the New
Investors no longer own, in the aggregate, at least 10% of the
Registrant's Class A Common Stock (assuming conversion of all shares of
the New Preferred Stock into Class A Common Stock). As required by the
Shareholders Agreement, the Investor Designees have been nominated to the
committees of the Registrant's Board of Directors so that the Investor
Designees comprise at least 22% of any such committees. Moreover, the
Registrant has amended its Certificate of Incorporation to require
unanimous approval of the Registrant's Board of Directors (excluding
directors who abstain from voting) for certain defined "Major Corporate
Actions", including (i) any amendment or modification to the Registrant's
Certificate of Incorporation or Bylaws; (ii) any business combination;
(iii) any sale or transfer of all or substantially all of the assets of
the Registrant; (iv) certain issuances of securities; (v) any acquisition
or disposition or series of related acquisitions or dispositions of
assets involving gross consideration in excess of $15 million; (vi)
certain changes in the Registrant's line of business; (vii) any change in
the Registrant's certified public accountants; (viii) the settlement of
certain litigation; or (ix) the commencement by the Registrant of
proceedings relating to bankruptcy, insolvency, reorganization or relief
of debtors (the "Major Corporate Actions"). The requirement of unanimous
Board approval for the Major Corporate Actions (excluding directors who
abstain from voting) terminates when the New Investors no longer own, in
the aggregate, at least 15% of the Registrant's Class A Common Stock
(assuming conversion of all shares of New Preferred Stock into shares of
Class A Common Stock).
Pursuant to a Registration Rights Agreement dated June 22, 1998, the
Registrant granted to the New Investors certain registration rights under
the Securities Act of 1933 (the "Registration Rights") with respect to
the shares purchased by the New Investors pursuant to the Stock Purchase
Agreement and the Rights Offering. The Registration Rights Agreement
gives the New Investors, subject to certain limitations, (i) demand
Registration Rights and (ii) Registration Rights to participate in other
public securities offerings initiated on behalf of the Registrant or
other holders.
To effect the foregoing matters in this Item 5, Registrant filed a
Certificate of Amendment with the New York Secretary of State, (pursuant
to shareholder approval) to amend its Certificate of Incorporation to:
(i) increase the number of authorized shares of Class A Common Stock from
10,000,000 shares to 20,000,000 shares; (ii) increase the number of
authorized shares of Preferred Stock with $.025 par value per share,
Class A from 4,000,000 shares to 8,200,000 shares; (iii) set forth the
rights, preferences and limitations of the New Preferred Stock; (iv)
require unanimous board approval (excluding directors who choose to
abstain), in accordance with Section 709 of the New York Business
Corporation Law, of the Major Corporate Actions; and (v) remove the
acquisition by the New Investors of Class A Common Stock issuable upon
conversion of the New Preferred Stock from the operation of certain
provisions of the Certificate of Incorporation with respect to the
purchase of Class A Common Stock.
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 26, 1998
Registrant used the proceeds from the equity investment to reduce its
indebtedness to its revolving credit bank lenders.
5. As stated in our 1998 Annual Report, effective April 1, 1998, the
Registrant adopted SFAS No. 130, "Reporting Comprehensive Income." This
statement requires reporting and disclosure of comprehensive income
and its components in financial statement format. Comprehensive income
is defined as the change in equity of a business enterprise during a
period from transaction and other events and circumstances from nonowner
sources. The Registrant has determined that at March 31, 1999 it
will display comprehensive income in a separate statement of
comprehensive income. The Registrant's comprehensive earnings were as
follows (In Thousands):
Six Months Ended
September 26,
1998 1997
---- ----
Net Earnings (Loss) $(2,400) $379
Other Comprehensive Earnings, Net of Tax:
Net Unrealized Gain Change on Moog, Inc. Stock (259) 529
--------------------
Comprehensive (Loss) Earnings $(2,659) $908
====================
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION RESULTS OF OPERATIONS
September 26, 1998
Results of Operations:
Sales:
Sales reflect an increase of 3.1% for the first six months versus 1997. The
higher sales, in large part, are due to higher canned vegetables sales under the
Registrant's Alliance business ($4,111,000 higher sales in 1998). Non-Alliance
vegetable sales quantities were down 7.4% while juice and fruit sales quantities
were up 15.1% due to stronger industrial sales.
Costs and Expenses:
The following table shows costs and expenses as a percentage of sales:
Three Months Ended Six Months Ended
------------------ ----------------
9/26/98 9/27/97 9/26/98 9/27/97
------- ------- ------- -------
Cost of Product Sold 93.7% 92.8% 92.8% 90.4%
Selling 2.6 2.9 3.4 4.0
Administrative 0.6 0.9 0.9 1.1
Interest Expense 2.9 3.3 4.0 4.3
---------------------------------------------------------
99.8% 99.9% 101.1% 99.8%
=========================================================
Higher Cost of Product Sold percentages (i.e. lower Gross Margins) reflects, in
part, substantially lower selling prices in the juice and fruit business.
Income Taxes:
The effective tax rate used in fiscal 1998 is 32% and 1997 is 36%.
Pending Sale of Juice Business:
On August 17, 1998 the Registrant announced the Letter of Intent agreement to
sell a significant portion of its Juice Division to Northland Cranberries, Inc.
A definitive agreement is currently being negotiated. The Juice Business in its
entirety has shown losses in the last three years. The assets being sold are
less than 10% of the total assets of the Registrant. A major issue has been
sourcing raw produce at a price that when converted to finished goods can be
sold at a profit. In addition, competition for retail shelf and freezer space
has been intensifying. This sale is expected to close no later than December
1998 subject to a definitive agreement being signed.
Year 2000:
The Registrant has initiated a Year 2000 Compliance Project to ensure that
business processes, equipment and systems will operate up to, over and following
the change of the century. Software failures due to processing errors
potentially arising from calculations using the Year 2000 are a known risk. The
total cost of the Project, above and beyond normal software upgrades, is not
expected to exceed $750,000.
The Project includes the following phases: assessment of the problem,
correction/replacement of systems, testing, vendor assessment and development of
a contingency plan. The identification of all equipment with date sensitive
operating controls (including embedded systems) is targeted for completion on
December 1, 1998. An inventory of our systems assets has been completed. All
critical systems will have been replaced or modified to be compliant by April 1,
1999, with testing complete by July 1, 1999. The Registrant has begun evaluating
the potential impact of Year 2000 problems in the event that our external
vendors are not adequately prepared. If necessary, the Registrant will secure an
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
September 26, 1998
alternate supply for the required products and/or services. The Registrant has
not yet developed a contingency plan but anticipates completion of this phase
by December 1, 1998.
Financial Condition:
The financial condition of the Registrant is summarized in the following table
and explanatory review (In Thousands):
For the Quarter For the Year
Ended September Ended March
1998 1997 1998 1997
---- ---- ---- ----
Working Capital Balance $169,871 $128,586 $112,299 $128,732
Quarter Change 56,612 19,363 - -
Notes Payable 23,000 53,545 62,270 18,000
Long-Term Debt 227,713 239,111 227,858 224,128
Current Ratio 1.68:1 1.45:1 1.79:1 2.65:1
Inventory (Average) Turnover 1.4 2.1 3.7 3.5
The change in the Working Capital for the September 1998 quarter from the
September 1997 quarter is largely due to the Rights Offering and Stock Purchase
(see Note 4 for details) which provided $49,715,000 in the current quarter and
lower capital expenditures in the current year quarter than the prior year
quarter ($730,000 as compared to $3,522,000 last year).
See Consolidated Condensed Statements of Cash Flows for further details.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
See Note 4 to the Consolidated Condensed Financial
Statements for explanation of a Rights Offering and Stock
Purchase Agreement.
Item 3. Defaults on 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
11 (11) Computation of earnings per share (filed herewith)
27 (27) Financial Data Schedules (filed herewith)
Reports on Form 8-K - September 2, 1998 concerning of a Rights Offering and
Stock Purchase Agreement.
<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.
Seneca Foods Corporation
(Registrant)
/s/Kraig H. Kayser
------------------
November 9, 1998 Kraig H. Kayser
President and
Chief Executive Officer
/s/Jeffrey L. Van Riper
-----------------------
November 9, 1998 Jeffrey L. Van Riper
Controller and
Chief Accounting Officer
<PAGE>
<TABLE>
EXHIBIT 11
SENECA FOODS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In thousands except share data)
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
9/26/98 9/27/97 9/26/98 9/27/97
------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Earnings Applicable to Common Stock:
Net Earnings $ 283 $ 187 $ (2,400) $ 379
Deduct Preferred Cash Dividends 6 - - -
-------------------------------------------------------------------
Net Earnings Applicable to
Common Stock Basic $ 277 $ 187 $ (2,400) $ 379
====================================================================
Net Earnings Applicable to Common
Stock Basic $ 277 $ 187 $ (2,400) $ 379
Add Preferred Cash Dividends 1 - - -
-------------------------------------------------------------------
Net Earnings Applicable to
Common Stock Diluted $ 278 $ 187 $ (2,400) $ 379
====================================================================
Weighted Average Common
Shares Outstanding Basic 5,969,469 5,939,680 5,981,881 5,939,680
Effect of Common Stock Equivalents 1,479,442 67,390 763,487 67,390
--------------------------------------------------------------------
Weighted Average Common Shares Out-
standing Diluted 7,448,911 6,007,070 6,745,368 6,007,070
===================================================================
Basic Earnings Per Share $ .05 $ .03 $ (.40) $ .06
==================================================================
Diluted Earnings Per Share $ .04 $ .03 $ (.40) $ .06
==================================================================
<FN>
Note: The current year-to-date diluted earnings per share excludes the effect of convertible shares which would be anti-dilutive.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Commercial and Industrial Companies
Article 5 of Regulation S-X
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> SEP-26-1998
<CASH> 8989
<SECURITIES> 0
<RECEIVABLES> 52785
<ALLOWANCES> 153
<INVENTORY> 407513
<CURRENT-ASSETS> 419750
<PP&E> 395707
<DEPRECIATION> 187838
<TOTAL-ASSETS> 629740
<CURRENT-LIABILITIES> 249879
<BONDS> 227713
0
49785
<COMMON> 2677
<OTHER-SE> 84390
<TOTAL-LIABILITY-AND-EQUITY> 523039
<SALES> 220320
<TOTAL-REVENUES> 220320
<CGS> 206401
<TOTAL-COSTS> 206401
<OTHER-EXPENSES> 7206
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6297
<INCOME-PRETAX> (3529)
<INCOME-TAX> (1129)
<INCOME-CONTINUING> (2400)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2400)
<EPS-PRIMARY> (0.40)
<EPS-DILUTED> (0.40)
<FN>
Other Expenses is Selling, General and Administrative Expenses
</FN>
</TABLE>
