<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
For the Quarterly Period Ended December 25, 1996 Commission File Number 34-24802
</TABLE>
EDELBROCK CORPORATION
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 33-0627520
------------------------------ -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2700 California Street, Torrance, California 90503
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(310) 781-2222
--------------------------------------------------
Registrant's telephone number, including area code
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
----- -----
As of February 3, 1997, the Company had 5,247,831 shares of Common Stock
outstanding.
1
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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 25, 1996
INDEX
<TABLE>
<CAPTION>
Part I FINANCIAL STATEMENTS Page
-------------------- ----
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 25, 1996
and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income for the Three Months
and Six Months Ended December 25, 1996 and 1995 . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended December 25, 1996 and 1995 . . . . . . . . . . . . . . . . 5
Notes to Consolidated Interim Financial Statements . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 7-11
Part II OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 12
-----------------
</TABLE>
2
<PAGE> 3
EDELBROCK CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 25, June 30,
1996 1996
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . $2,899,000 $8,771,000
Accounts receivable, net . . . . . . . . . . . . . . . . . 23,072,000 17,973,000
Inventories . . . . . . . . . . . . . . . . . . . . . . . 11,446,000 9,735,000
Prepaid expenses and other . . . . . . . . . . . . . . . . 550,000 436,000
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . 37,967,000 36,915,000
Property, plant and equipment, net . . . . . . . . . . . . . . 29,269,000 27,382,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,004,000 2,133,000
----------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . $69,240,000 $66,430,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . $9,515,000 $9,454,000
Accrued expenses . . . . . . . . . . . . . . . . . . . . 2,408,000 2,537,000
Current portion of long-term debt . . . . . . . . . . . 974,000 971,000
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . 12,897,000 12,962,000
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 3,120,000 3,148,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . 1,946,000 1,900,000
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . 51,277,000 48,420,000
----------- -----------
Total liabilities and shareholders' equity . . . . . . . . . . $69,240,000 $66,430,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the interim financial
statements.
3
<PAGE> 4
EDELBROCK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 25, December 25,
-------------------------------- -------------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $20,551,000 $18,536,000 $39,501,000 $35,379,000
Cost of sales 12,450,000 11,060,000 23,956,000 20,976,000
---------- ---------- ---------- ----------
Gross profit 8,101,000 7,476,000 15,545,000 14,403,000
---------- ---------- ---------- ----------
Operating expenses
Selling, general and administrative 5,030,000 4,919,000 9,904,000 9,650,000
Research and development 608,000 408,000 1,156,000 834,000
---------- ---------- ---------- ----------
Total operating expenses 5,638,000 5,327,000 11,060,000 10,484,000
---------- ---------- ---------- ----------
Operating income 2,463,000 2,149,000 4,485,000 3,919,000
Interest expense 87,000 112,000 174,000 226,000
Interest income 104,000 153,000 220,000 310,000
Other income (expense) 4,000 (20,000) 4,000 172,000
---------- ---------- ---------- ----------
Income before taxes on income 2,484,000 2,170,000 4,535,000 4,175,000
Taxes on income 919,000 787,000 1,678,000 1,565,000
---------- ---------- ---------- ----------
Net income $1,565,000 $1,383,000 $2,857,000 $2,610,000
========== ========== ========== ==========
Net income per share $0.30 $0.26 $0.55 $0.50
========== ========== ========== ==========
Weighted average number of shares
outstanding 5,242,000 5,240,000 5,242,000 5,240,000
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the interim financial
statements.
4
<PAGE> 5
EDELBROCK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
December 25,
Increase (Decrease) in Cash and Cash Equivalents -------------------------------
1996 1995
Operating activities ----------- -----------
<S> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 2,857,000 $ 2,610,000
Depreciation and amortization . . . . . . . . . . . . . . 1,935,000 1,765,000
Net change in operating assets and liabilities . . . . . . (6,638,000) (5,969,000)
----------- -----------
Net cash used in operating activities . . . . . . . . . . . . (1,846,000) (1,594,000)
----------- -----------
Investing activities
Capital expenditures . . . . . . . . . . . . . . . . . . . (3,862,000) (2,184,000)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (139,000) 100,000
----------- -----------
Net cash used in investing activities . . . . . . . . . . . . (4,001,000) (2,084,000)
----------- -----------
Financing activities
Debt repayments . . . . . . . . . . . . . . . . . . . . . (25,000) (535,000)
----------- -----------
Net decrease in cash and cash equivalents . . . . . . . . . . (5,872,000) (4,213,000)
Cash at beginning of period . . . . . . . . . . . . . . . . . . 8,771,000 10,298,000
----------- -----------
Cash at end of period . . . . . . . . . . . . . . . . . . . . $ 2,899,000 $ 6,085,000
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . $174,000 $226,000
=========== ===========
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . $ 1,784,000 $ 2,475,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the interim financial
statements.
5
<PAGE> 6
EDELBROCK CORPORATION
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated interim financial statements of Edelbrock Corporation (the
"Company") at December 25, 1996 and for the three and six month periods ended
December 25, 1996, are unaudited, but include all adjustments (consisting only
of normal recurring adjustments) which the Company considers necessary for a
fair presentation. The June 30, 1996 balance sheet was derived from the
balance sheet included in the Company's audited consolidated financial
statements as included in the Company's Form 10-K for its fiscal year ended
June 30, 1996 (File No. 0-24802). Certain amounts have been reclassified to
conform to the December 25, 1996 presentation.
These unaudited financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes, and
should be read in conjunction with the Company's audited consolidated financial
statements included in the Form 10-K indicated above. Operating results for
the three and six month periods ended December 25, 1996 are not necessarily
indicative of the results that may be expected for the fiscal year ending June
30, 1997.
NOTE 2 - INVENTORIES
Inventories at December 25, 1996 and June 30, 1996 consisted of the following:
<TABLE>
<CAPTION>
December 25, June 30,
------------- ------------
(Unaudited)
<S> <C> <C>
Raw materials........................................ $ 6,378,000 $5,421,000
Work in process...................................... 626,000 626,000
Finished goods....................................... 4,442,000 3,688,000
----------- ----------
$11,446,000 $9,735,000
=========== ==========
</TABLE>
6
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
The following is a discussion and analysis of the consolidated financial
condition and results of operations of the Company for the three and six months
ended December 25, 1996. The following should be read in conjunction with the
Consolidated Interim Financial Statements and related notes appearing elsewhere
herein.
Overview
The Company was founded in 1938, and is one of America's leading manufacturers
and marketers of specialty performance automotive and motorcycle aftermarket
parts. The Company designs, manufactures, packages and markets performance
automotive and motorcycle aftermarket parts, including intake manifolds,
carburetors, camshafts, cylinder heads, exhaust systems and other performance
components for most domestic V8 and selected V6 engines. The Company currently
offers over 1,600 performance automotive and motorcycle aftermarket parts for
street, off-road, recreational and competition vehicle use. In addition, the
Company offers performance aftermarket manifolds, camshafts, cylinder heads,
air cleaners, and carburetors for Harley-Davidson motorcycles.
In March 1997, the Company expects to enter the performance shock absorber
market for the automotive, truck (under one ton), ATV, motorhome, racing and
Harley-Davidson motorcycle aftermarkets utilizing RICOR Racing and Development,
L.P.'s patented "inertia sensitive system." Initially, the Company will produce
shock absorbers for a variety of two-and four-wheel drive applications for
Ford, Chevrolet and Chrysler manufactured vehicles.
Product Mix
The Company manufactures its own products and purchases other products designed
to the Company's specifications from third-party manufacturers for subsequent
packaging and distribution to the Company's customers. Generally, the Company
can achieve a higher margin on those products which it manufactures as compared
to those purchased from third-party manufacturers. Accordingly, the Company's
results of operations in any given period are affected by product mix. For
example, in recent years, the Company has experienced significant growth in the
sale of carburetors which it has purchased pursuant to a long-term contract
with a third-party manufacturer, which has negatively affected the Company's
gross margins.
Manufacturing Capacity
In fiscal year 1995, the Company expanded its manufacturing capacity by
constructing an additional 37,000 square-foot manufacturing facility in
Torrance, California to house its exhaust division, and a 15,000 square foot
expansion of its foundry operation on Company-owned property adjacent to its
current San Jacinto, California foundry site.
In November 1996, the Company completed construction of a new 45,000
square-foot facility on Company owned property contiguous to its current
Exhaust facility in Torrance, California. This facility will be utilized for
the manufacture of performance aftermarket shock absorbers, expand exhaust
system manufacturing and house additional corporate expansion including
warehouse overflow.
7
<PAGE> 8
Seasonality
The Company's sales are subject to seasonal variations. Customer orders and
sales are greatest in the third and fourth quarters of the Company's fiscal
year in anticipation of and during the spring and summer months. Accordingly,
revenues and operating income tend to be relatively higher in the third and
fourth fiscal quarters. This seasonality typically results in reduced earnings
for the Company's first and second fiscal quarters because a significant
portion of operating expenses are fixed throughout the fiscal year.
THREE MONTHS ENDED DECEMBER 25, 1996, COMPARED TO THREE MONTHS ENDED
DECEMBER 25, 1995:
Revenues
Revenues increased 10.9% to $20.6 million for the three months ended December
25, 1996 from $18.5 million for the same period of 1995. This increase was
primarily the result of an increase of approximately $2.6 million, or 34.8%, in
the sale of carburetors, an increase of approximately $180,000, or 17.5%, in
the sale of aluminum cylinder heads and an increase of approximately $187,000,
or 48.1%, in the sale of Harley-Davidson aftermarket products. These increases
were offset by an approximate $900,000, or 14.9%, decrease in the sale of
manifolds.
Cost of Sales
Cost of sales increased 12.6% to $12.5 million for the three months ended
December 25, 1996 from $11.1 million for the same period of 1995. As a percent
of revenues, cost of sales increased to 60.6% for the three months ended
December 25, 1996 from 59.7% for the same period of 1995. This increase in
cost of sales was primarily due to an increase in sales of third-party
manufactured products. See "Product Mix" on page 7.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 2.3% to $5.0 million
for the three months ended December 25, 1996 from $4.9 million for the same
period of 1995. This increase was primarily due to increased advertising
expense and sales commissions associated with increased sales. As a percent
of sales, selling, general and administrative expense decreased to 24.5% for
the three months ended December 25, 1996 from 26.5% for the same period of
1995.
Research and Development Expense
Research and development expense increased 49.0% to $608,000 for the three
months ended December 25, 1996 from $408,000 for the same period of 1995. The
increase was primarily the result of expenditures relating to the development
of the Company's new line of performance aftermarket shock absorbers.
Interest Expense
Interest expense decreased 22.3% to $87,000 for the three months ended December
25, 1996 from $112,000 for the same period of 1995. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.
8
<PAGE> 9
Interest Income
Interest income decreased 32.0% to $104,000 for the three months ended December
25, 1996 from $153,000 for the same period in 1995. The decrease was primarily
due to a decrease in the balance of invested funds from the Company's initial
public offering.
Taxes on Income
The provision for income taxes increased to $919,000 for the three months ended
December 25, 1996 from $787,000 for the 1995 period. The effective tax rate
increased to 37.0% for the 1996 period from 36.3 % for the 1995 period.
Net Income
The Company's net income for the three months ended December 25, 1996 increased
13.2% to $1.6 million from $1.4 million for the same period of 1995. This
increase was the result of the items mentioned above.
SIX MONTHS ENDED DECEMBER 25, 1996, COMPARED TO SIX MONTHS ENDED
DECEMBER 25, 1995
Revenues
Revenues increased 11.7% to $39.5 million for the six months ended December 25,
1996 from $35.4 million for the same period of 1995. This increase was
primarily the result of an increase of approximately $4.3 million, or 31.4%, in
the sale of carburetors, an increase of approximately $400,000, or 19.6%, in
the sale of aluminum cylinder heads, and an increase of approximately $307,000,
or 39.7%, in the sale of Harley-Davidson aftermarket products. These increases
were offset by an approximate $900,000, or 7.8%, decrease in the sale of
manifolds.
Cost of Sales
Cost of sales increased 14.2% to $24.0 million for the six months ended
December 25, 1996 from $21.0 million for the same period of 1995. As a percent
of revenues, cost of sales increased to 60.6% for the six months ended December
25, 1996 from 59.3% for the same period of 1995. This increase in cost of
sales was primarily due to an increase in sales of third-party manufactured
products. See "Product Mix" on page 7.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 2.6% to $9.9 million for
the six months ended December 25, 1996 from $9.7 million for the same period of
1995. This increase was primarily due to increased advertising expense and
sales commissions associated with increased sales. As a percent of sales,
selling, general and administrative expense decreased to 25.1% for the six
months ended December 25, 1996 from 27.3% for the same period of 1995.
Research and Development Expense
Research and development expense increased 38.6% to $1.2 million for the six
months ended December 25, 1996 from $834,000 for the same period of 1995. The
increase was primarily the result of expenditures relating to the development
of the Company's new line of performance aftermarket shock absorbers.
9
<PAGE> 10
Interest Expense
Interest expense decreased 23.0% to $174,000 for the six months ended December
25, 1996 from $226,000 for the same period of 1995. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.
Interest Income
Interest income decreased 29.0% to $220,000 for the six months ended December
25, 1996 from $310,000 for the same period in 1995. This decrease was
primarily due to a decrease in the balance of invested funds from the Company's
initial public offering.
Other Income
During the six months ended December 25, 1995, the Company sold a piece of
equipment that resulted in a $172,000 pre-tax gain.
Taxes on Income
The provision for income taxes increased to $1.7 million for the six months
ended December 25, 1996 from $1.6 million for the 1995 period. The effective
tax rate decreased to 37.0% for the 1996 period from 37.5% for the 1995 period.
Net Income
The Company's net income for the six months ended December 25, 1996 increased
9.5% to $2.9 million from $2.6 million for the same period of 1995. This
increase was the result of the items mentioned above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity requirements arise primarily from the funding of its
seasonal working capital needs and capital expenditures. Historically, the
Company has met these liquidity requirements through cash flow generated from
operating activities and with borrowed funds under the Company's revolving
credit facility ("Revolving Credit Facility"). The Company maintains a $2.0
revolving credit facility which expires on February 1, 1998. Due to seasonal
demand for the Company's products, the Company builds inventory during the
first and second fiscal quarters in advance of the typically stronger selling
periods during the third and fourth fiscal quarters.
The Company believes that funds generated from operations and funds available
under the Revolving Credit Facility together with cash balances will be
adequate to meet its working capital, debt service and capital expenditure
requirements through the next twelve months. The Company anticipates making
capital expenditures of approximately $6.5 million in fiscal year 1997, which
includes expenditures for the construction of the recently completed 45,000
square-foot facility to house the Company's shock absorber division, expand
exhaust system manufacturing and house additional Corporate expansion including
warehouse overflow; the installation of a new computer mainframe system and
related software; machinery for the shock absorber facility; and additional
capital equipment to increase the Company's production capacity.
10
<PAGE> 11
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, statements of this report
are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecast results. Those risks and uncertainties include, among
others, the financial strength and competitive pricing environment of the
automotive and motorcycle aftermarket industry, product demand,
market-acceptance, manufacturing efficiencies and new product development.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
On November 26, 1996, the Company held its Annual Meeting of Shareholders in
Torrance, California. At that meeting, the shareholders elected all eight
directors nominated by the Board of Directors. The number of votes cast for or
against for each director were as follows:
<TABLE>
<CAPTION>
Number of Votes Cast
----------------------------
For Against
--------- -------
<S> <C> <C>
O. Victor Edelbrock 4,966,147 13,656
Jeffrey L. Thompson 4,966,147 13,656
Aristedes T. Feles 4,966,147 13,656
Camee Edelbrock 4,966,146 13,657
E. A. Breitenbach 4,854,147 125,656
Jerry Herbst 4,854,147 125,656
Alexander Michalowski 4,854,147 125,656
Richard M. Wilbur 4,966,147 13,656
</TABLE>
In addition, the shareholders approved by a vote of 4,976,493 for, and 1,710
against, the ratification of the appointment of BDO Seidman, LLP as independent
auditors of the Company for the fiscal year ending June 30, 1997.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
10.1 Amendment to Business Loan Agreement between Edelbrock
Corporation and Bank of America, NT and SA
27.1 Financial Data Schedule
There were no reports on Form 8-K filed during the three months December 25,
1996.
12
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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.
EDELBROCK CORPORATION
-----------------------------
Registrant
Date: February 3, 1997 JEFFREY L. THOMPSON
-------------------
Jeffrey L. Thompson
Executive Vice President,
Chief Operating Officer and
Director
13
<PAGE> 1
EXHIBIT 10.1
===============================================================================
Bank of America Business Loan Agreement
National Trust and Savings Association
- -------------------------------------------------------------------------------
This Agreement dated as of January 23, 1997, is between Bank of America
National Trust and Savings Association (the "Bank") and EDELBROCK CORPORATION
(the "Borrower").
1. LINE OF CREDIT AMOUNT AND TERMS
1.1 LINE OF CREDIT AMOUNT.
(a) During the availability period described below, the Bank will provide a
line of credit to the Borrower. The amount of the line of credit (the
"Commitment") is Two Million Dollars ($2,000,000).
(b) This is a revolving line of credit with a within line facility for
letters of credit. During the availability period, the Borrower may
repay principal amounts and reborrow them.
(c) The Borrower agrees not to permit the outstanding principal balance of
the line of credit plus the outstanding amounts of any letters of
credit, including amounts drawn on letters of credit and not yet
reimbursed, to exceed the Commitment.
1.2 AVAILABILITY PERIOD. The line of credit is available between the date
of this Agreement and February 1, 1998 (the "Expiration Date") unless the
Borrower is in default.
1.3 INTEREST RATE.
(a) Unless the Borrower elects an optional interest rate as described
below, the interest rate is the Bank's Reference Rate.
(b) The Reference Rate is the rate of interest publicly announced from
time to time by the Bank in San Francisco, California, as its
Reference Rate. The Reference Rate is set by the Bank based on
various factors, including the Bank's costs and desired return,
general economic conditions and other factors, and is used as a
reference point for pricing some loans. The Bank may price loans to
its customers at, above, or below the Reference Rate. Any change in
the Reference Rate shall take effect at the opening of business on the
day specified in the public announcement of a change in the Bank's
Reference Rate.
1.4 REPAYMENT TERMS.
(a) The Borrower will pay interest on February 1, 1997, and then monthly
thereafter until payment in full of any principal outstanding under
this line of credit.
(b) The Borrower will repay in full all principal and any unpaid interest
or other charges outstanding under this line of credit no later than
the Expiration Date.
(c) Any amount bearing interest at an optional interest rate (as described
below) may be repaid at the end of the applicable interest period,
which shall be no later than 30 days after the Expiration Date.
1.5 OPTIONAL INTEREST RATES. Instead of the interest rate based on the
Bank's Reference Rate, the Borrower may elect to have all or portions of the
line of credit (during the availability period) bear interest at the rate(s)
described below during an interest period agreed to by the Bank and the
Borrower. Each interest rate is a rate per year. Interest will be paid on the
last day of each interest period, and on the first day each month during the
interest period. At the end of any interest period, the interest rate will
revert to the rate based on the Reference Rate, unless the Borrower has
designated another optional interest rate for the portion.
- -------------------------------------------------------------------------------
-1-
<PAGE> 2
1.6 FIXED RATE. The Borrower may elect to have all or portions of the
principal balance of the line of credit bear interest at the Fixed Rate,
subject to the following requirements:
(a) The "Fixed Rate" means the fixed interest rate the Bank and the
Borrower agree will apply to the portion during the applicable
interest period.
(b) The interest period during which the Fixed Rate will be in effect will
be no shorter than 14 days and no longer than one year.
(c) Each Fixed Rate portion will be for an amount not less than Five
Hundred Thousand Dollars ($500,000).
(d) The Borrower may not elect a Fixed Rate with respect to any portion of
the principal balance of the line of credit which is scheduled to be
repaid before the last day of the applicable interest period.
(e) Any portion of the principal balance of the line of credit already
bearing interest at the Fixed Rate will not be converted to a
different rate during its interest period.
(f) Each prepayment of a Fixed Rate portion, whether voluntary, by reason
of acceleration or otherwise, will be accompanied by the amount of
accrued interest on the amount prepaid, and a prepayment fee equal to
the amount (if any) by which
(i) the additional interest which would have been payable on the
amount prepaid had it not been paid until the last day of the
interest period, exceeds
(ii) the interest which would have been recoverable by the Bank by
placing the amount prepaid on deposit in the certificate of
deposit market for a period starting on the date on which it
was prepaid and ending on the last day of the interest period
for such portion.
1.7 LETTERS OF CREDIT. This line of credit may be used for financing:
(i) commercial letters of credit with a maximum maturity of 180
days but not to extend more than 180 days beyond the
Expiration Date. Each commercial letter of credit will
require drafts payable at sight.
(ii) standby letters of credit with a maximum maturity of 365 days
but not to extend more than 365 days beyond the Expiration
Date.
(iii) The amount of letters of credit outstanding at any one time,
(including amounts drawn on the letters of credit and not yet
reimbursed), may not exceed One Hundred Thousand Dollars
($100,000).
The Borrower agrees:
(a) any sum drawn under a letter of credit may, at the option of the Bank,
be added to the principal amount outstanding under this Agreement.
The amount will bear interest and be due as described elsewhere in
this Agreement.
(b) if there is a default under this Agreement, to immediately prepay and
make the Bank whole for any outstanding letters of credit.
(c) the issuance of any letter of credit and any amendment to a letter of
credit is subject to the Bank's written approval and must be in form
and content satisfactory to the Bank and in favor of a beneficiary
acceptable to the Bank. Without limiting the foregoing, no letter of
credit may be issued that contains a provision providing that the
maturity date will be automatically extended each year for an
additional year unless the Bank gives written notice to the contrary
- -------------------------------------------------------------------------------
-2-
<PAGE> 3
(d) to sign the Bank's form Application and Agreement for Commercial
Letter of Credit or Application and Agreement for Standby Letter of
Credit.
(e) to pay any issuance and/or other fees that the Bank notifies the
Borrower will be charged for issuing and processing letters of credit
for the Borrower.
2. DISBURSEMENTS, PAYMENTS AND COSTS
2.1 REQUESTS FOR CREDIT. Each request for an extension of credit will be
made in writing in a manner acceptable to the Bank, or by another
means acceptable to the Bank.
2.2 DISBURSEMENTS AND PAYMENTS. Each disbursement by the Bank and each
payment by the Borrower will be:
(a) made at the Bank's branch (or other location) selected by the Bank
from time to time;
(b) made for the account of the Bank's branch selected by the Bank from
time to time;
(C) made in immediately available funds, or such other type of funds
selected by the Bank;
(d) evidenced by records kept by the Bank. In addition, the Bank may, at
its discretion, require the Borrower to sign one or more promissory
notes.
2.3 BANKING DAYS. Unless otherwise provided in this Agreement, a banking
day is a day other than a Saturday or a Sunday on which the Bank is open for
business in California. All payments and disbursements which would be due on a
day which is not a banking day will be due on the next banking day. All
payments received on a day which is not a banking day will be applied to the
credit on the next banking day.
2.4 INTEREST CALCULATION. Except as otherwise stated in this Agreement,
all interest and fees, if any, will be computed on the basis of a 360-day year
and the actual number of days elapsed. This results in more interest or a
higher fee than if a 365-day year is used.
2.5 INTEREST ON LATE PAYMENTS. At the Bank's sole option in each
instance, any amount not paid when due under this Agreement (including
interest) shall bear interest from the due date at the Bank's Reference Rate
plus 1.00 percentage point. This may result in compounding of interest.
2.6 DEFAULT RATE. Upon the occurrence and during the continuation of any
default under this Agreement, advances under this Agreement will at the option
of the Bank bear interest at a rate per annum which is the Bank's Reference
Rate plus 2.00 percentage point(s) which is higher than the rate of interest
otherwise provided under this Agreement. This will not constitute a waiver of
any default.
3. CONDITIONS
The Bank must receive the following items, in form and content acceptable to
the Bank, before it is required to extend any credit to the Borrower under this
Agreement:
3.1 AUTHORIZATIONS. Evidence that the execution, delivery and performance
by the Borrower (and any guarantor) of this Agreement and any instrument or
agreement required under this Agreement have been duly authorized.
3.2 OTHER ITEMS. Any other items that the Bank reasonably requires.
4. REPRESENTATIONS AND WARRANTIES
When the Borrower signs this Agreement, and until the Bank is repaid in full,
the Borrower makes the following representations and warranties. Each request
for an extension of credit constitutes a renewed representation.
- -------------------------------------------------------------------------------
-3-
<PAGE> 4
4.1 ORGANIZATION OF BORROWER. The Borrower is a corporation duly formed
and existing under the laws of the state where organized.
4.2 AUTHORIZATION. This Agreement, and any instrument or agreement
required hereunder, are within the Borrower's powers, have been duly
authorized, and do not conflict with any of its organizational papers.
4.3 ENFORCEABLE AGREEMENT. This Agreement is a legal, valid and binding
agreement of the Borrower, enforceable against the Borrower in accordance with
its terms, and any instrument or agreement required hereunder, when executed
and delivered, will be similarly legal, valid, binding and enforceable.
4.4 GOOD STANDING. In each state in which-the Borrower does business, it
is properly licensed, in good standing, and, where required, in compliance with
fictitious name statutes.
4.5 NO CONFLICTS. This Agreement does not conflict with any law,
agreement, or obligation by which the Borrower is bound.
4.6 FINANCIAL INFORMATION. All financial and other information that has
been or will be supplied to the Bank is:
(a) sufficiently complete to give the Bank accurate knowledge of the
Borrower's (and any guarantor's) financial condition.
(b) in form and content required by the Bank.
(c) in compliance with all government regulations that apply.
4.7 LAWSUITS. There is no lawsuit, tax claim or other dispute pending or
threatened against the Borrower, which, if lost, would impair the Borrower's
financial condition or ability to repay the loan, except as have been disclosed
in writing to the Bank.
4.8 PERMITS, FRANCHISES. The Borrower possesses all permits, memberships,
franchises, contracts and licenses required and all trademark rights, trade
name rights, patent rights and fictitious name rights necessary to enable it to
conduct the business in which it is now engaged.
4.9 OTHER OBLIGATIONS. The Borrower is not in default on any obligation
for borrowed money, any purchase money obligation or any other material lease,
commitment, contract, instrument or obligation.
4.10 INCOME TAX RETURNS. The Borrower has no knowledge of any pending
assessments or adjustments of its income tax for any year.
4.11 NO EVENT OF DEFAULT. There is no event which is, or with notice or
lapse of time or both would be, a default under this Agreement.
4.12 LOCATION OF BORROWER. The Borrower's place of business (or, if the
Borrower has more than one place of business, its chief executive office) is
located at the address listed under the Borrower's signature on this Agreement.
5. COVENANTS
The Borrower agrees, so long as credit is available under this Agreement and
until the Bank is repaid in full:
5.1 USE OF PROCEEDS. To use the proceeds of the credit only for short
term operating capital and to issue commercial and standby letters of credit to
support general purposes except for worker's compensation insurance.
- -------------------------------------------------------------------------------
-4-
<PAGE> 5
5.2 FINANCIAL INFORMATION. To provide the following financial information
and statements and such additional information as requested by the Bank from
time to time:
(a) Within 150 days of the Borrower's fiscal year end, the Borrower's
annual financial statements. These financial statements must be
audited (with an unqualified opinion) by a Certified Public Accountant
("CPA") acceptable to the Bank. The statements shall be prepared on a
consolidated basis and must be accompanied by a Borrower prepared
consolidating income statement.
(b) Within 45 days of the period's end, the Borrower's quarterly financial
statements. These financial statements may be Borrower prepared. The
statements shall be prepared with a consolidated balance sheet and
both consolidated and consolidating income statements.
5.3 CURRENT RATIO. To maintain on a consolidated basis, a ratio of
current assets to current liabilities of at least 1.50:1.0, assessed quarterly.
5.4 TANGIBLE NET WORTH. To maintain on a consolidated basis, tangible net
worth equal to at least Forty One Million Dollars ($41,000,000), assessed
quarterly.
"Tangible net worth" means the gross book value of the Borrower's assets
(excluding goodwill, patents, trademarks, trade names, organization expense,
treasury stock, unamortized debt discount and expense, deferred research and
development costs, deferred marketing expenses, and other like intangibles, and
monies due from affiliates, officers, directors or shareholders of the
Borrower) less total liabilities, including but not limited to accrued and
deferred income taxes, and any reserves against assets.
5.5 TOTAL LIABILITIES TO TANGIBLE NET WORTH RATIO. To maintain on a
consolidated basis. a ratio of total liabilities to tangible net worth not
exceeding 1.50:1.0, assessed quarterly.
"Total liabilities" means the sum of current liabilities plus long term
liabilities.
5.6 DEBT COVERAGE RATIO. To maintain on a consolidated basis, a debt
coverage ratio of at least 1.50:1.0, assessed quarterly.
"Debt coverage ratio" is defined as net profit plus depreciation divided by the
current portion of long term debt.
5.7 OTHER DEBTS. Not to have outstanding or incur any direct or
contingent debts (other than those to the Bank), or become liable for the debts
of others without the Bank's written consent. This does not prohibit:
(a) Acquiring goods, supplies, or merchandise on normal trade credit.
(b) Endorsing negotiable instruments received in the usual course of
business.
(c) Obtaining surety bonds in the usual course of business.
(d) Debts and lines of credit in existence on the date of this Agreement
disclosed in writing to the Bank in the Borrower's financial statement
dated June 30, 1996.
(e) Additional purchase money indebtedness for equipment.
(f) Additional debts as permitted under Paragraph 5.8(e).
(g) Additional debts as permitted under Paragraph 5.18(e).
5.8 OTHER LIENS. Not to create, assume, or allow any security interest or
lien (including judicial liens) on property the Borrower now or later owns,
except:
(a) Deeds of trust and security agreements in favor of the Bank.
-5-
<PAGE> 6
(b) Liens for taxes not yet due.
(c) Liens outstanding on the date of this Agreement disclosed in writing
to the Bank.
(d) Liens purchase money indebtedness for equipment.
(e) Additional purchase money security interests in real property acquired
after the date of this Agreement, if the total principal amount of
debts secured by such liens does not exceed Three Million Dollars
($3,000,000) at any one time.
5.9 OUT OF DEBT PERIOD. To repay any advances in full, and not to draw
any additional advances on its revolving line of credit, for a period of at
least 30 consecutive days in each line-year. "Line-year" means the period
between the date of this Agreement and February 1, 1998, and each subsequent
one-year period (if any). For the purposes of this paragraph, "advances" does
not include undrawn amounts of outstanding letters of credit.
5.10 NOTICES TO BANK. To promptly notify the Bank in writing of:
(a) any lawsuit over Five Hundred Thousand Dollars ($500,000) against the
Borrower.
(b) any substantial dispute between the Borrower and any government
authority.
(c) any failure to comply with this Agreement.
(d) any material adverse change in the Borrower's financial condition or
operations.
(e) any change in the Borrower's name, legal structure, place of business,
or chief executive office if the Borrower has more than one place of
business.
5.11 BOOKS AND RECORDS. To maintain adequate books and records.
5.12 AUDITS. To allow the Bank and its agents to inspect the Borrower's
properties and examine, audit and make copies of books and records at any
reasonable time. If any of the Borrower's properties, books or records are in
the possession of a third party, the Borrower authorizes that third party to
permit the Bank or its agents to have access to perform inspections or audits
and to respond to the Bank's requests for information concerning such
properties, books and records.
5.13 COMPLIANCE WITH LAWS. To comply with the laws (including any
fictitious name statute), regulations and orders of any government body
with authority over the Borrower's business.
5.14 PRESERVATION OF RIGHTS. To maintain and preserve all rights,
privileges, and franchises the Borrower now has.
5.15 MAINTENANCE OF PROPERTIES. To make any repairs, renewals, or
replacements to keep the Borrower's properties in good working condition.
5.16 COOPERATION. To take any action requested by the Bank to carry out
the intent of this Agreement.
5.17 GENERAL BUSINESS INSURANCE. To maintain insurance as is usual for the
business it is in.
5.18 ADDITIONAL NEGATIVE COVENANTS. Not to, without the Bank's written
consent:
(a) engage in any business activities substantially different from the
Borrower's present business.
(b) liquidate or dissolve the Borrower's business.
(c) enter into any consolidation, merger, pool, joint venture, syndicate,
or other combination.
-6-
<PAGE> 7
(d) lease, with the exception of real property, or dispose of all or a
substantial part of the Borrower's business or the Borrower's assets.
(e) acquire or purchase A business or its assets for consideration,
including assumption of debt, in excess of Five Hundred Thousand
Dollars ($500,000) in the aggregate, which shall not be unreasonably
withheld.
(f) sell or otherwise dispose of any assets for less than fair market
value, or enter into any sale and leaseback agreement covering any of
its fixed or capital assets.
(g) voluntarily suspend its business for more than 10 consecutive days in
any 30 day period, except for normal holidays.
6. DEFAULT
If any of the following events occur, the Bank may do one or more of the
following: declare the Borrower in default, stop making any additional credit
available to the Borrower, and require the Borrower to repay its entire debt
immediately and without prior notice. If an event of default occurs under the
paragraph entitled "Bankruptcy," below, with respect to the Borrower, then the
entire debt outstanding under this Agreement will automatically be due
immediately.
6.1 FAILURE TO PAY. The Borrower fails to make a payment under this
Agreement when due.
6.2 FALSE INFORMATION. The Borrower has given the Bank false or
misleading information or representations.
6.3 BANKRUPTCY. The Borrower files a bankruptcy petition, a bankruptcy
petition is filed against the Borrower, or the Borrower makes a general
assignment for the benefit of creditors.
6.4 RECEIVERS. A receiver or similar official is appointed for the
Borrower's business, or the business is terminated.
6.5 LAWSUITS. Any lawsuit or lawsuits are filed on behalf of one or more
trade creditors against the Borrower in an aggregate amount of Two Hundred
Fifty Thousand Dollars ($250,000) or more in excess of any insurance coverage.
6.6 JUDGMENTS. Any judgments or arbitration awards are entered against
the Borrower, or the Borrower enters into any settlement agreements with
respect to any litigation or arbitration, in an aggregate amount of Two Hundred
Fifty Thousand Dollars ($250,000) or more in excess of any insurance coverage.
6.7 GOVERNMENT ACTION. Any government authority takes action that the
Bank believes materially adversely affects the Borrower's financial condition
or ability to repay.
6.8 MATERIAL ADVERSE CHANGE. A material adverse change occurs in the
Borrower's financial condition, properties or prospects, or ability to repay
the loan.
6.9 CROSS-DEFAULT. Any default occurs under any agreement in connection
with any credit the Borrower or Edelbrock Foundry Corp. (its "Subsidiary") has
obtained from the Bank or which the Borrower or its Subsidiary has guaranteed .
6.10 OTHER BANK AGREEMENTS. The Borrower or its Subsidiary fails to meet
the conditions of, or fails to perform any obligation under and such failure
remains uncured for more than 30 days under, any other agreement the Borrower
or its Subsidiary has with the Bank or any affiliate of the Bank.
6.11 OTHER BREACH UNDER AGREEMENT. The Borrower or its Subsidiary fails to
meet the conditions of, or fails to perform any obligation under, any term of
this Agreement. If, in the Bank's opinion, the breach is capable
- -------------------------------------------------------------------------------
-7-
<PAGE> 8
of being remedied, the breach will not be considered an event of default under
this Agreement for a period of 30 days after the date on which the Bank gives
written notice of the breach to the Borrower or its Subsidiary; provided,
however, that the Bank will not be obligated to extend any additional credit to
the Borrower or its Subsidiary during that period.
7. ENFORCING THIS AGREEMENT; MISCELLANEOUS
7.1 GAAP. Except as otherwise stated in this Agreement, all financial
information provided to the Bank and all financial covenants will be made under
generally accepted accounting principles, consistently applied.
7.2 CALIFORNIA LAW. This Agreement is governed by California law.
7.3 Successors and Assigns. This Agreement is binding on the Borrower's
and the Bank's successors and assignees. The Borrower agrees that it may not
assign this Agreement without the Bank's prior consent. The Bank may sell
participations in or assign this loan, and may exchange financial information
about the Borrower with actual or potential participants or assignees. If a
participation is sold or the loan is assigned, the purchaser will have the
right of set-off against the Borrower.
7.4 ARBITRATION.
(a) This paragraph concerns the resolution of any controversies or claims
between the Borrower and the Bank, including but not limited to those
that arise from:
(i) This Agreement (including any renewals, extensions or
modifications of this Agreement);
(ii) Any document, agreement or procedure related to or delivered
in connection with this Agreement;
(iii) Any violation of this Agreement which is continuing; or
(iv) Any claims for damages resulting from any business conducted
between the Borrower and the Bank, including claims for injury
to persons, property or business interests (torts).
(b) At the request of the Borrower or the Bank, any such controversies or
claims will be settled by arbitration in accordance with the United
States Arbitration Act. The United States Arbitration Act will apply
even though this Agreement provides that it is governed by California
law.
(c) Arbitration proceedings will be administered by the American
Arbitration Association and will be subject to its commercial rules of
arbitration.
(d) For purposes of the application of the statute of limitations, the
filing of an arbitration pursuant to this paragraph is the equivalent
of the filing of a lawsuit, and any claim or controversy which may be
arbitrated under this paragraph is subject to any applicable statute
of limitations. The arbitrators will have the authority to decide
whether any such claim or controversy is barred by the statute of
limitations and, if so, to dismiss the arbitration on that basis.
(e) If there is a dispute as to whether an issue is arbitrable, the
arbitrators will have the authority to resolve any such dispute.
(f) The decision that results from an arbitration proceeding may be
submitted to any authorized court of law to be confirmed and enforced.
(g) The procedure described above will not apply if the controversy or
claim, at the time of the proposed submission to arbitration, arises
from or relates to an obligation to the Bank secured by real property
located in California. In this case, both the Borrower and the Bank
must consent to submission of the claim or controversy to arbitration.
If both parties do not consent to arbitration, the controversy or
claim will be settled as follows:
- --------------------------------------------------------------------------------
-8-
<PAGE> 9
(i) The Borrower and the Bank will designate a referee (or a panel of
referees) selected under the auspices of the American Arbitration
Association in the same manner as arbitrators are selected in
Association-sponsored proceedings;
(ii) The designated referee (or the panel of referees) will be appointed by
a court as provided in California Code of Civil Procedure Section 638
and the following related sections;
(iii) The referee (or the presiding referee of the panel) will be an active
attorney or a retired judge; and
(iv) The award that results from the decision of the referee (or the panel)
will be entered as a judgment in the court that appointed the referee,
in accordance with the provisions of California Code of Civil
Procedure Sections 644 and 645.
(h) This provision does not limit the right of the Borrower or the Bank to:
(i) exercise self-help remedies such as setoff;
(ii) foreclose against or sell any real or personal property
collateral; or
(iii) act in a court of law, before, during or after the arbitration
proceeding to obtain:
(A) an interim remedy; and/or
(B) additional or supplementary remedies.
(i) The pursuit of or a successful action for interim, additional or
supplementary remedies, or the filing of a court action, does not
constitute a waiver of the right of the Borrower or the Bank,
including the suing party, to submit the controversy or claim to
arbitration if the other party contests the lawsuit. However, if the
controversy or claim arises from or relates to an obligation to the
Bank which is secured by real property located in California at the
time of the proposed submission to arbitration, this right is limited
according to the provision above requiring the consent of both the
Borrower and the Bank to seek resolution through arbitration.
(j) If the Bank forecloses against any real property securing this
Agreement, the Bank has the option to exercise the power of sale under
the deed of trust or mortgage, or to proceed by judicial foreclosure.
7.5 SEVERABILITY; WAIVERS. If any part of this Agreement is not
enforceable, the rest of the Agreement may be enforced. The Bank retains all
rights, even if it makes a loan after default. If the Bank waives a default,
it may enforce a later default. Any consent or waiver under this Agreement
must be in writing.
7.6 ADMINISTRATION COSTS. The Borrower shall pay the Bank for all
reasonable costs (excluding preparation of this Agreement) incurred by the Bank
in connection with administering this Agreement.
7.7 ATTORNEYS' FEES. The Borrower shall reimburse the Bank for any
reasonable costs and attorneys' fees incurred by the Bank in connection with
the enforcement or preservation of any rights or remedies under this Agreement
and any other documents executed in connection with this Agreement, and
including any amendment, waiver, "workout" or restructuring under this
Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing
party is entitled to recover costs and reasonable attorneys' fees incurred in
connection with the lawsuit or arbitration proceeding, as determined by the
court or arbitrator. As used in this paragraph, "attorneys' fees" includes the
allocated costs of in-house counsel.
7.8 ONE AGREEMENT. This Agreement and any related security or other
agreements required by this Agreement, collectively:
- -------------------------------------------------------------------------------
-9-
<PAGE> 10
7.9 NOTICES. All notices required under this Agreement shall be
personally delivered or sent by first class mail, postage prepaid, to the
addresses on the signature page of this Agreement, or to such other addresses
as the Bank and the Borrower may specify from time to time in writing.
7.10 HEADINGS. Article and paragraph headings are for reference only and
shall not affect the interpretation or meaning of any provisions of this
Agreement.
7.11 PRIOR AGREEMENT SUPERSEDED. This Agreement supersedes the Business
Loan Agreement entered into as of January 25, 1993, between the Bank and the
Borrower, and any credit outstanding thereunder shall be deemed to be
outstanding under this Agreement.
This Agreement is executed as of the date stated at the top of the first page.
[LOGO]
BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION EDELBROCK CORPORATION
/S/ ROBERT J. LOVIE /S/JEFFREY L. THOMPSON
- ----------------------------------- -----------------------------------
BY: ROBERT J. LOVIE BY: JEFFREY L. THOMPSON
TITLE: VICE PRESIDENT TITLE: EXECUTIVE VICE PRESIDENT
ADDRESS WHERE NOTICES TO THE BANK ADDRESS WHERE NOTICES TO THE BORROWER
ARE TO BE SENT: ARE TO BE SENT:
2049 Century Park East, Suite 200 2700 California Street
Los Angeles, CA 90067 Torrance, CA 90503
- -------------------------------------------------------------------------------
-10-
<PAGE> 11
===============================================================================
[LOGO] BANK OF AMERICA CORPORATE RESOLUTIONS TO OBTAIN CREDIT
- -------------------------------------------------------------------------------
RESOLVED, that this corporation, Edelbrock Corporation, may:
1. borrow money from BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION ("Bank");
2. obtain for the account of this corporation commercial and standby
letters of credit issued by Bank;
3. obtain for the account of this corporation Bank's acceptance of drafts
and other instruments; and
4. discount with or sell to Bank notes, acceptances, drafts, receivables
and other evidences of indebtedness, and assign or otherwise transfer
to Bank any security interest or lien for such obligations;
from time to time, in such amount or amounts as in the judgement of the
Authorized Officers (as hereinafter defined) this corporation may require (the
credit facilities described in the first part of this resolution are
collectively referred to herein as the "Credit Facilities"); provided, however,
that the aggregate principal amount outstanding at any one time under the
Credit Facilities authorized by this resolution shall not exceed the sum of Four
Million Three Hundred Seventy Five Thousand Dollars ($4,375,000), which sum
shall be in addition to such other amount or amounts as otherwise may be
authorized.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized
and directed, as security for any obligation or obligations of this corporation
to Bank, whether arising pursuant to these Resolutions or otherwise, to grant
in favor of Bank a security interest in or lien on any real or personal
property belonging to or under the control of this corporation.
RESOLVED FURTHER, that
1 . If only one signature is obtained, any one of the
following:
a. O. Victor Edelbrock, President
b. Jeffrey L. Thompson, Executive Vice President
c. Aristedes T. Feles, Vice President-Finance
d.
e.
f.
2. If two signatures are obtained, any one of the
following:
a.
b.
c.
d.
e.
f.
together with any one of the following:
g.
h.
i.
j.
k.
l.
of this corporation, acting individually or in any combination as may be set
forth above (the "Authorized Officers"), are hereby authorized and directed, in
the name of this corporation, to execute and deliver to Bank, and Bank is
requested to accept:
a. the notes, credit agreements, advance account agreements,
acceptance agreements, letter of credit applications and agreements, purchase
agreements or other instruments, agreements and documents which evidence the
obligations of this corporation under the Credit Facilities obtained or to be
obtained pursuant to these resolutions;
b. any and all security agreements, deeds of trust, mortgages,
financing statements, fixture filings or other instruments agreements and
documents with respect to any security interest or lien authorized to be given
pursuant to these resolutions; and
c. any other instruments, agreements and documents as Bank may
require and the Authorized Officers may approve.
- -------------------------------------------------------------------------------
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-25-1996
<CASH> 2,899,000
<SECURITIES> 0
<RECEIVABLES> 23,217,000
<ALLOWANCES> 145,000
<INVENTORY> 11,446,000
<CURRENT-ASSETS> 37,967,000
<PP&E> 47,092,000
<DEPRECIATION> 17,823,000
<TOTAL-ASSETS> 69,240,000
<CURRENT-LIABILITIES> 12,897,000
<BONDS> 3,120,000
0
0
<COMMON> 52,400
<OTHER-SE> 51,224,600
<TOTAL-LIABILITY-AND-EQUITY> 69,240,000
<SALES> 39,501,000
<TOTAL-REVENUES> 39,501,000
<CGS> 23,956,000
<TOTAL-COSTS> 23,956,000
<OTHER-EXPENSES> 11,060,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 174,000
<INCOME-PRETAX> 4,535,000
<INCOME-TAX> 1,678,000
<INCOME-CONTINUING> 2,857,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,857,000
<EPS-PRIMARY> 0.55
<EPS-DILUTED> 0
</TABLE>
