<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FROM TO
Commission File Number 0-21728
BARNETT INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-1380437
(State of Incorporation) (I.R.S. Employer
Identification Number)
3333 LENOX AVENUE
JACKSONVILLE, FLORIDA 32254
(Address of Principal Executive Offices) (Zip Code)
(904)384-6530
(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 ninety (90) days.
Yes X No
14,398,000 shares of Common Stock, $.01 par value, were issued and outstanding
as of March 31, 1997.
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BARNETT INC.
INDEX TO FORM 10-Q
------------------
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PAGE
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 1997 and June 30, 1996 3-4
Condensed Statements of Income for the Nine Months and Three Months Ended
March 31, 1997 and 1996 5
Condensed Statements of Cash Flows for the Nine Months Ended
March 31, 1997 and 1996 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES
EXHIBIT INDEX
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BARNETT INC.
CONDENSED BALANCE SHEETS
------------------------
MARCH 31, 1997 AND JUNE 30, 1996
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1997 1996
---- ----
(UNAUDITED)
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CURRENT ASSETS:
Cash $ 1,658 $ 1,707
Accounts receivable, net 19,921 17,577
Inventories 33,588 27,362
Prepaid expenses 1,457 1,074
------- -------
Total current assets 56,624 47,720
------- -------
PROPERTY AND EQUIPMENT:
Leasehold Improvements 4,574 3,999
Machinery and Equipment 13,543 10,619
------- -------
18,117 14,618
Less accumulated depreciation and amortization (8,114) (8,301)
------- -------
Property and equipment, net 10,003 6,317
COST OF BUSINESSES IN EXCESS OF NET ASSETS ACQUIRED, NET 3,484 3,580
DEFERRED TAX ASSETS, NET 500 500
OTHER ASSETS 924 183
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$71,535 $58,300
======= =======
</TABLE>
The accompanying Notes to Condensed Financial Statements are an integral
part of these statements.
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BARNETT INC.
CONDENSED BALANCE SHEETS
------------------------
MARCH 31, 1997 AND JUNE 30, 1996
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
LIABILITIES AND STOCKHOLDERS' EQUITY
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<CAPTION>
MARCH 31, JUNE 30,
1997 1996
---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $16,416 $14,131
Accrued liabilities 1,980 1,780
Accrued income taxes 457 1,065
Short-term debt 2,553 --
------- -----
Total current liabilities 21,406 16,976
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STOCKHOLDERS' EQUITY:
Serial preferred stock, $.10 par value per share:
Authorized 10,000 shares; Issued and outstanding 1,271
shares at March 31, 1997 and June 30, 1996: 127 127
Common stock, $.01 par value per share:
Authorized 40,000 shares; Issued and outstanding
14,398 shares at March 31, 1997 and June 30, 1996 143 143
Paid-in capital 39,109 39,109
Retained earnings 10,750 1,945
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Total stockholders' equity 50,129 41,324
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$71,535 $58,300
======= =======
</TABLE>
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
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BARNETT INC.
CONDENSED STATEMENTS OF INCOME
------------------------------
(UNAUDITED)
FOR THE NINE MONTHS AND THREE MONTHS ENDED MARCH 31, 1997 AND 1996
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine months Ended Three Months Ended
March 31 March 31
-------- --------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $117,112 $93,399 $40,750 $32,884
Cost of sales 77,184 62,290 26,812 22,032
------ ------ ------- -------
Gross profit 39,928 31,109 13,938 10,852
Selling, general and
administrative expenses 25,530 19,585 8,840 6,830
Corporate charge 0 1,342 0 451
------ ------- ------- -----
Operating income 14,398 10,182 5,098 3,571
Interest expense 87 1,909 52 674
------ ------ ------ ------
Income before income taxes 14,311 8,273 5,046 2,897
Provision for income taxes 5,506 3,061 1,944 1,059
------ ------ ------- -------
Net income $8,805 $5,212 $3,102 $1,838
====== ====== ====== ======
Earnings per share: $0.55 $0.20
====== ======
Average shares outstanding 15,892 15,892
====== ======
PRO FORMA ADJUSTED
EARNINGS PER SHARE:
Pro Forma net income $ 7,166 $ 2,502
======= =======
Pro Forma
earnings per share: $ 0.45 $ 0.16
======= =======
Pro Forma average shares
outstanding: 15,860 15,860
======= =======
</TABLE>
The accompanying Notes to Condensed Financial Statements are an integral
part of these statements.
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BARNETT INC.
------------
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
(UNAUDITED)
FOR THE NINE MONTHS ENDED MARCH 31, 1997 AND 1996
($ IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income $ 8,805 $ 5,212
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,855 1,556
Changes in assets and liabilities:
(Increase) in accounts receivable, net (2,344) (1,390)
(Increase) decrease in inventories (6,226) 361
(Increase) decrease in prepaid expenses (383) 220
Increase in accounts payable 2,285 3,722
(Decrease) increase in accrued liabilities (408) 371
------ -----
Net Cash Provided by Operating Activities 3,584 10,052
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Capital expenditures, net (5,385) (1,584)
Change in other assets (801) (15)
------- --------
Net Cash (Used in) Investing Activities (6,186) (1,599)
------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Borrowings under credit agreements 27,735 97,682
Repayments under credit agreements (25,182) (93,891)
Push-down debt - (3,791)
Advances to Waxman Industries, Inc. - (11,940)
Capital contribution from Waxman Industries, Inc. - 3,572
------- ------
Net Cash Provided by (Used in) Financing Activities 2,553 (8,368)
------ -------
NET (DECREASE)INCREASE IN CASH (49) 85
BALANCE, BEGINNING OF PERIOD 1,707 1,155
------- -------
BALANCE, END OF PERIOD $ 1,658 $ 1,240
======= =======
</TABLE>
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
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BARNETT INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
MARCH 31, 1997
NOTE 1 - BASIS OF PRESENTATION
The condensed financial statements include the accounts of Barnett Inc. (the
"Company"). The condensed statements of income for the nine months and three
months ended March 31, 1997 and 1996, the condensed balance sheet as of March
31, 1997 and the condensed statements of cash flows for the nine months ended
March 31, 1997 and 1996 have been prepared by the Company without audit, while
the condensed balance sheet as of June 30, 1996 was derived from audited
financial statements. In the opinion of management, these financial statements
include all adjustments, all of which are normal and recurring in nature,
necessary to present fairly the financial position, results of operations and
cash flows as of March 31, 1997 and for all periods presented. Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The Company believes that the
disclosures included are adequate and provide a fair presentation of interim
period results. Interim financial statements are not necessarily indicative of
financial position or operating results for an entire year. It is suggested
that these condensed interim financial statements be read in conjunction with
the audited financial statements and the notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1996
filed with the Securities and Exchange Commission.
Unaudited proforma net income of $7.2 million and $2.5 million for the nine
and three months ended March 31, 1996, respectively, reflect the following
adjustments: elimination of the corporate charge of $ 1.3 million and $ 0.5
million, respectively, decrease in interest expense by $1.9 million and $ 0.7
million, respectively, and an increase in income taxes of $ 1.1 million and $
0.5 million, respectively.
NOTE 2 - BUSINESS
The Company is a direct marketer and distributor of an extensive line of
plumbing, electrical and hardware products to a broad base of customers in the
United States. The Company's customer base consists primarily of professional
plumbing and electrical repair and remodeling contractors, independent
hardware stores and maintenance managers. The Company distributes its products
to approximately 49,000 active customers.
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments during the nine months ended March 31, 1997 and 1996 included
income taxes of $6.1 million and $275,000, respectively, and interest of
$95,000 and $1,465,000, respectfully.
NOTE 4 - IMPACT OF ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" which,
when adopted, will replace
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the current methodology for calculating and presenting earnings per share.
Under SFAS No. 128, primary earnings per share will be replaced with a
presentation of basic earnings per share and fully diluted earnings per share
will be replaced with diluted earnings per share. Basic earnings per share
excludes dilution and is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for
the period. Diluted earnings per share is computed similarly to fully diluted
earnings per share. The statement will be effective beginning in the Company's
second quarter ended December 31, 1997, and accordingly, the financial
statements for such quarter will include a restatement of historical earnings
per share to conform to the requirements of SFAS No. 128. Management does not
expect that the presentation required by SFAS No. 128 to materially differ
from the current presentation of earnings per share.
NOTE 5 - SUBSEQUENT EVENT
On April 18, 1997, the Company completed a secondary offering of 375,000
shares of its common stock. The net proceeds of $ 6,234,375 will be used to
repay approximately $ 3.2 million that was outstanding under the Company's
revolving credit facility and the remainder will be used for general corporate
purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1996 including,
without limitation, statements regarding the sufficiency of the Company's
liquidity and sources of capital. Any statements contained herein which are
not historical facts or which contain the words expect, believe or anticipate
shall be deemed to be forward looking statements. These forward-looking
statements are subject to certain risks, uncertainties and other factors which
could cause actual results to differ materially. Additional information on
factors that could potentially affect the Company or its financial results may
be found in the Company's filings with the Securities and Exchange Commission.
OVERVIEW
On April 3, 1996, the Company consummated an initial public offering, (the
"Initial Public Offering") whereby 7,207,000 shares of common stock, $.01 par
value, of the Company representing approximately 55.1% of the outstanding
shares of common stock, were sold by the Company and its former parent, Waxman
USA Inc. ("Waxman USA").
The prior period financial statements have been adjusted to reflect push-down
adjustments from Waxman USA, consisting of certain bank indebtedness which was
repaid by the Company on April 3, 1996. Related interest expense and debt
issue costs have also been pushed down having the effect of creating higher
interest expense than was actually paid by the Company during those periods.
Interest expense, including amortization of debt issue costs totaled $1.9
million and $0.7 million for the nine and three months ended March 31, 1996,
respectively.
Management fees previously charged to the Company by Waxman Industries, Inc.
("Waxman"), the parent of Waxman USA, are included as corporate charge in the
Company's financial statements. In connection with the Initial Public
Offering, these allocations are no longer charged to the Company as of March
31, 1996. As of March 31, 1996, Waxman and the Company entered into a new
intercorporate agreement under which Waxman may provide certain managerial,
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administrative and financial services to the Company, for which the Company
pays Waxman the allocable costs of the salaries and expenses of Waxman's
employees rendering such services. The Company also reimburses Waxman for
actual out-of-pocket disbursements to third parties by Waxman required for the
provision of such services. Subsequent to March 31, 1996, such payments to
Waxman are reported in the Company's financial statements as a component of
general and administrative expenses.
Pursuant to the new intercorporate agreement, the Company continues to provide
certain services to the operating divisions of WOC Inc., a subsidiary of
Waxman USA. Waxman pays the Company the allocable costs of the salaries and
expenses of the Company's employees rendering such services. Waxman also
reimburses the Company for all actual out-of-pocket disbursements to third
parties by the Company required for the provision of such services. For a
full-year period, the Company expects that the net effect of the payments made
and/or received pursuant to the new intercorporate agreement and the
additional expenses of being an independent public company to be an
incremental $200,000 of expenses.
NINE MONTHS ENDED MARCH 31, 1997 COMPARED WITH
NINE MONTHS ENDED MARCH 31, 1996
NET SALES
Net sales increased $23.7 million, or 25.4%, to $117.1 million in the nine
months ended March 31, 1997 from $93.4 million in the corresponding prior year
period. Approximately 78.5% of the increase in the Company's net sales is
attributable to the Company's telesales operations, primarily resulting from
increased sales by existing telesalespersons and the addition of 21
telesalespersons compared to the prior year period. Also contributing to the
overall increase in net sales was a net increase of 1,481 in the total number
of products offered by the Company over the past twelve months which
contributed approximately $11.6 million to the net sales increase during the
period. Additionally, as a result of an expanded promotional flyer campaign,
active customers grew to 49,000 from 41,000 in the comparable period and
contributed approximately $4.8 million to the net sales increase during the
nine month period. Also contributing to the Company's net sales increase was a
67.5% increase in export sales representing approximately $ 2.0 million for
the nine month period. This increase in international sales, which currently
represents approximately 5% of net sales, was primarily attributable to the
Company's recent establishment of a small, dedicated international telesales
staff to complement the Company's international promotional flyer mailings.
Also, the Company opened its twenty-ninth distribution center in Kansas City,
Kansas on November 1, 1996. The sales contribution from this new distribution
center was not significant for the current nine month period.
GROSS PROFIT
Gross profit increased by 28.3% to $39.9 million in the nine months ended
March 31, 1997 from $31.1 million in the corresponding prior year period.
Gross profit margin increased to 34.1% for the nine months ended March 31,
1997 from 33.3% for the same period last year, primarily as a result of
favorable vendor program changes implemented in the current nine month period.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses increased 30.4% to $25.5
million for the nine months ended March 31, 1997, from $19.6 million for the
comparable prior year period. The increase is primarily due to increased
variable selling expenses, primarily
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attributable to personnel costs related to the above mentioned addition of 21
telesalespersons, together with the expansion of the marketing staff and
increased promotional flyer mailings. Also contributing to increased variable
selling expenses were increased freight and delivery costs resulting from the
Company's determination to reduce its customers' prepaid freight minimums and
the establishment of a same day shipping policy. Furthermore, in addition to
expenses incurred as a result of becoming an independent public company, the
company instituted new, and enhanced existing, employee benefit programs to
allow it to become more competitive in its compensation and benefit programs.
SG&A expenses represented 21.8% of net sales in the nine months ended March
31, 1997, compared to 21.0% of net sales in the comparable period of fiscal
1996.
CORPORATE CHARGE
Corporate charges were allocations of expenses to the Company by the Company's
former parent to support its corporate activities. These allocations are no
longer charged to the Company as of March 31, 1996. As of March 31, 1996
Waxman USA and the Company entered into a new intercorporate agreement for
services pursuant to which charges allocated to the Company only include those
expenses incurred by Waxman with respect to the Company. These expenses are
included as a component of SG&A expenses beginning April 1, 1996 and are not
material.
PROVISION FOR INCOME TAXES
The provision for income taxes increased $2.4 million or 79.9% to $5.5 million
for the nine months ended March 31, 1997 from $3.1 million for the nine months
ended March 31, 1996, primarily as a result of increased operating income. The
Company previously participated in a tax sharing agreement with Waxman. Under
this agreement, the Company's federal tax liability was equal to the lesser of
the federal tax liability calculated on a stand-alone basis or Waxman's
federal tax liability. As Waxman had $75.0 million of available domestic net
operating loss carryforwards at March 31, 1996 for income tax purposes, the
Company had no liability for federal taxes at March 31, 1996. The Company
files separate income tax returns in certain states based on the results of
operations within the applicable states. As a result of the Initial Public
Offering, the Company is no longer included in Waxman's consolidated tax
return. Therefore, Waxman's remaining net operating loss carryforwards are not
available to offset the Company's taxable income after April 3, 1996, the
consummation date of the Initial Public Offering.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH
THREE MONTHS ENDED MARCH 31, 1996
NET SALES
Net sales increased $7.9 million, or 23.9%, to $40.8 million in the three
months ended March 31, 1997, from $32.9 million in the corresponding prior
year period. Approximately 72.4% of the increase in the Company's net sales is
attributable to the Company's telesales operations, primarily resulting from
increased sales by existing telesalespersons and the addition of 21
telesalespersons compared to the prior year period. Also contributing to the
overall increase in net sales was a net increase of 1,481 in the total number
of products offered by the Company over the past twelve months which
contributed approximately $4.4 million to the net sales increase during the
period. Additionally, increased promotional flyer mailings yielded a record
level of 4,600 new customers for the current three month period, contributing
approximately $1.8 million to the net sales increase during the period. Also
contributing to the Company's net sales increase was a 83.9% increase in
export sales
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for the current quarter. This increase in international sales, which currently
represents approximately 5% of net sales, was primarily attributable to the
Company's recent establishment of a small, dedicated international telesales
staff to complement the Company's international promotional flyer mailings.
GROSS PROFIT
Gross profit increased by 28.4% to $13.9 million in the three months ended
March 31, 1997 from $10.9 million in the corresponding prior year period.
Gross profit margin increased to 34.2% for the three months ended March 31,
1997 from 33.0% for the same period last year, primarily as a result of
favorable vendor program changes implemented in the beginning of the current
fiscal year.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
SG&A expenses increased 29.4% to $8.8 million for the three months ended March
31, 1997 from $6.8 million for the comparable prior year period. The increase
is primarily due to increased variable selling expenses, attributable to
personnel costs related to the above mentioned addition of 21
telesalespersons, together with the expansion of the marketing staff and
increased promotional flyer mailings. Also contributing to increased variable
selling expenses were increased freight and delivery costs resulting from the
Company's determination to reduce its customers' prepaid freight minimums.
SG&A expense was also increased by the establishment of a same day shipping
policy. Furthermore, in addition to expenses incurred as a result of becoming
an independent public company, the company instituted new, and enhanced
existing, employee benefit programs to allow it to become more competitive in
its compensation and benefit programs. SG&A expenses represented 21.7% of net
sales in the three months ended March 31, 1997, compared to 20.8% of net sales
in the comparable period of 1996.
CORPORATE CHARGE
Corporate charges were allocations of expenses to the Company by the Company's
former parent to support its corporate activities. These allocations are no
longer charged to the Company as of March 31, 1996. As of March 31, 1996
Waxman USA and the Company entered into a new intercorporate agreement for
services pursuant to which charges allocated to the Company only include those
expenses incurred by Waxman with respect to the Company. These expenses are
included as a component of SG&A expenses beginning April 1, 1996 and are not
material.
PROVISION FOR INCOME TAXES
The provision for income taxes increased $.8 million or 83.6% to $1.9 million
for the three months ended March 31, 1997 from $1.1 million for the three
months ended March 31, 1996, primarily as a result of increased operating
income. The Company previously participated in a tax sharing agreement with
Waxman. Under this agreement, the Company's federal tax liability was equal to
the lesser of the federal tax liability calculated on a stand-alone basis or
Waxman's federal tax liability. As Waxman had $75.0 million of available
domestic net operating loss carryforwards at March 31, 1996 for income tax
purposes, the Company had no liability for federal taxes at March 31, 1996.
The Company files separate income tax returns in certain states based on the
results of operations within the applicable states. As a result of the Initial
Public Offering, the Company is no longer included in Waxman's consolidated
tax return. Therefore, Waxman's remaining net operating loss carryforwards are
not available to offset the Company's taxable income after April 3, 1996, the
consummation date of the Initial Public Offering.
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LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997 the company had working capital of $35.2 million and a
current ratio of 2.6 to 1.
Net cash provided by operating activities totaled $3.5 million for the nine
months ended March 31, 1997 compared to $10.0 million for the nine months
ended March 31, 1996.
Net cash used in investing activities totaled $6.1 million during the nine
months ended March 31, 1997 compared to $1.6 million for the nine months ended
March 31, 1996. These investments related primarily to capital expenditures
for improved management information systems, including the buy-out of an
operating lease incurred in prior years and expansion and/or relocation of
several of the Company's distribution centers to accommodate increased product
offerings.
Net cash provided by financing activities was $2.6 million for the nine months
ended March 31, 1997 and represents amounts borrowed under the Company's
revolving credit facility to fund working capital fluctuations, principally,
increases in inventory due to new product introductions. Net cash used in
financing activities of $8.4 million for the nine months ended March 31, 1996
primarily represents advances to Waxman to satisfy its debt service
obligations in the prior year period.
In connection with the Initial Public Offering, the Company entered into a
revolving credit agreement with First Union National Bank of Florida for an
unsecured three-year credit facility providing for borrowings of up to $15.0
million, including a letter of credit subfacility of $4.0 million. Borrowings
under this facility bear interest, at the Company's option, at the prime rate
minus 75 basis points or LIBOR plus 100 basis points. The credit facility
provides funds for working capital and general corporate purposes. At March
31, 1997, there was $ 2.6 million outstanding under the credit agreement and
there were $3.3 million of letters of credit outstanding. The credit facility
contains customary affirmative and negative covenants, including certain
covenants requiring the Company to maintain debt to net worth, interest
coverage and current ratios, as well as a minimum net worth test. The credit
facility also restricts the amount of dividends payable by the Company. The
Company was in compliance with all covenants at March 31, 1997.
Historically, cash flow from operations has been sufficient to fund the
Company's growth. The Company believes that funds generated from operations,
together with funds available under the bank credit facility discussed above,
will be sufficient to fund the Company's current operational needs and growth
strategy.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
(27) Financial Data Schedule
b) A Form 8-K was filed on March 3, 1997 incorporating a press release
with respect to the Company's secondary public offering.
All other items in Part II are either inapplicable to the Company during the
quarter ended March 31, 1997, the answer is negative or a response has been
previously reported and an additional report of the information need not be
made pursuant to the instructions to Part II.
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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.
BARNETT INC.
REGISTRANT
DATE: MAY 2, 1997 By: /s/ Andrea Luiga
Andrea Luiga
Chief Financial Officer
(principal financial and
accounting officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 1,658
<SECURITIES> 0
<RECEIVABLES> 20,695
<ALLOWANCES> (774)
<INVENTORY> 33,588
<CURRENT-ASSETS> 56,624
<PP&E> 18,117
<DEPRECIATION> 8,114
<TOTAL-ASSETS> 71,535
<CURRENT-LIABILITIES> 21,406
<BONDS> 0
<COMMON> 143
0
127
<OTHER-SE> 49,859
<TOTAL-LIABILITY-AND-EQUITY> 71,535
<SALES> 117,112
<TOTAL-REVENUES> 117,112
<CGS> 77,184
<TOTAL-COSTS> 77,184
<OTHER-EXPENSES> 25,187
<LOSS-PROVISION> 343
<INTEREST-EXPENSE> 87
<INCOME-PRETAX> 14,311
<INCOME-TAX> 5,506
<INCOME-CONTINUING> 8,805
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,805
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0.55
</TABLE>
