<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
For the Quarterly Period Ended Commission File Number 34-24802
December 25, 1997 ----------
- -----------------
EDELBROCK CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
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)
(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 4, 1998, the Company had 5,251,930 shares of Common Stock
outstanding.
1
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EDELBROCK CORPORATION
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 25, 1997
INDEX
<TABLE>
<CAPTION>
Part I FINANCIAL STATEMENTS Page
-------------------- ----
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 25, 1997
and June 30, 1997............................................... 3
Consolidated Statements of Income for the Three Months
and Six Months Ended December 25, 1997 and 1996................ 4
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended December 25, 1997 and 1996 ........................ 5
Notes to Consolidated Interim Financial Statements ............... 6
Item 2. Management's Discussion and Analysis of Financial Condition 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,
1997 1997
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents ............ $3,685,000 $9,744,000
Accounts receivable, net ............. 18,880,000 19,876,000
Inventories .......................... 13,715,000 13,048,000
Prepaid expenses and other ........... 1,148,000 1,203,000
----------- -----------
Total current assets ..................... 37,428,000 43,871,000
Property, plant and equipment, net ....... 34,193,000 31,918,000
Other .................................... 1,825,000 2,079,000
----------- -----------
Total assets ............................. $73,446,000 $77,868,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable ..................... $8,766,000 $13,444,000
Accrued expenses ..................... 1,773,000 3,023,000
Current portion of long-term debt .... 979,000 976,000
----------- -----------
Total current liabilities ................ 11,518,000 17,443,000
Long-term debt ........................... 2,147,000 2,178,000
Deferred income taxes .................... 2,491,000 2,597,000
Shareholders' equity ..................... 57,290,000 55,650,000
----------- -----------
Total liabilities and shareholders' equity $73,446,000 $77,868,000
=========== ===========
</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,
-------------------------- --------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues .............................. $22,805,000 $20,551,000 $43,243,000 $39,501,000
Cost of sales ......................... 14,181,000 12,450,000 26,608,000 23,956,000
----------- ----------- ----------- -----------
Gross profit ...................... 8,624,000 8,101,000 16,635,000 15,545,000
----------- ----------- ----------- -----------
Operating expenses
Selling, general and administrative 5,404,000 5,030,000 11,073,000 9,904,000
Research and development .......... 608,000 608,000 1,175,000 1,156,000
Write-off of uncollectible
receivable ...................... 1,878,000 -0- 1,878,000 -0-
----------- ----------- ----------- -----------
Total operating expenses .......... 7,890,000 5,638,000 14,126,000 11,060,000
----------- ----------- ----------- -----------
Operating income ...................... 734,000 2,463,000 2,509,000 4,485,000
Interest expense ...................... 69,000 87,000 138,000 174,000
Interest income ....................... 83,000 104,000 192,000 220,000
Other income .......................... -0- 4,000 -0- 4,000
----------- ----------- ----------- -----------
Income before taxes on income ......... 748,000 2,484,000 2,563,000 4,535,000
Taxes on income ....................... 275,000 919,000 948,000 1,678,000
----------- ----------- ----------- -----------
Net income ............................ $ 473,000 $ 1,565,000 $ 1,615,000 $ 2,857,000
=========== =========== =========== ===========
Basic net income per share ............ $ 0.09 $ 0.30 $ 0.31 $ 0.55
=========== =========== =========== ===========
Diluted net income per share .......... $ 0.09 $ 0.29 $ 0.30 $ 0.54
=========== =========== =========== ===========
Basic weighted average number
of shares outstanding ................. 5,250,000 5,242,000 5,250,000 5,242,000
=========== =========== =========== ===========
Diluted weighted average number
of shares outstandings ................ 5,389,000 5,315,000 5,398,000 5,320,000
=========== =========== =========== ===========
</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
Increase (Decrease) in Cash and Cash Equivalents December 25,
-----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Operating activities
Net income ................................... $ 1,615,000 $ 2,857,000
Write-off of uncollectible receivable ........ 1,878,000 -0-
Depreciation and amortization ................ 1,983,000 1,935,000
Net change in operating assets and liabilities (7,698,000) (6,638,000)
----------- -----------
Net cash used in operating activities ............ (2,222,000) (1,846,000)
----------- -----------
Investing activities
Capital expenditures ......................... (4,113,000) (3,862,000)
Other ........................................ 279,000 (139,000)
----------- -----------
Net cash used in investing activities ............ (3,834,000) (4,001,000)
----------- -----------
Financing activities
Proceeds from issuance of common stock
under stock option plan .................. 25,000 -0-
Debt repayments .............................. (28,000) (25,000)
----------- -----------
Net cash used in financing activities ........ (3,000) (25,000)
----------- -----------
Net decrease in cash and cash equivalents ........ (6,059,000) (5,872,000)
Cash and cash equivalents at beginning of period . 9,744,000 8,771,000
----------- -----------
Cash and cash equivalents at end of period ....... $ 3,685,000 $ 2,899,000
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest ..................................... $ 139,000 $ 174,000
=========== ===========
Income taxes ................................. $ 1,850,000 $ 1,784,000
=========== ===========
</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, 1997 and for the three and six month periods ended
December 25, 1997, are unaudited, but include all adjustments (consisting only
of normal recurring adjustments) which the Company considers necessary for a
fair presentation. The June 30, 1997 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, 1997
(File No. 0-24802). Certain amounts have been reclassified to conform to the
December 25, 1997 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, 1997 are not necessarily
indicative of the results that may be expected for the fiscal year ending June
30, 1998.
NOTE 2 - INVENTORIES
Inventories at December 25, 1997 and June 30, 1997 consisted of the following:
<TABLE>
<CAPTION>
December 25, June 30,
----------- -----------
(Unaudited)
<S> <C> <C>
Raw materials .......... $ 8,432,000 $ 8,005,000
Work in process ........ 948,000 948,000
Finished goods ......... 4,335,000 4,095,000
----------- -----------
$13,715,000 $13,048,000
=========== ===========
</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, 1997. 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, Performer IAS Shock
Absorbers and other performance components for most domestic V8 and selected V6
engines. The Company currently offers over 1,800 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 May 1997, the Company entered the performance shock absorber aftermarket
utilizing RICOR Racing and Development, L.P.'s patented "inertia sensitive
system." The Company is currently producing shock absorbers for 90 different
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 December 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 is being utilized for the manufacture of
performance aftermarket shock absorbers, to expand exhaust system manufacturing
and to house additional corporate expansion including warehouse overflow.
In July 1997, the Company completed construction of 12,000 and 15,000 square
foot facilities on Company owned property at its foundry location in San
Jacinto, California. The 12,000 square foot facility is being utilized for
additional Foundry warehouse space and the 15,000 square foot facility houses
the Company's "QwikSilver" motorcycle parts division, which was relocated from
Apple Valley, California.
On July 31, 1997, the Company purchased 3.29 acres of improved land on two lots
for approximately $1.6 million. These properties will be utilized for future
corporate expansion and are located adjacent to the Company-owned Exhaust and
Shock Absorber facilities.
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, 1997, COMPARED TO THREE MONTHS ENDED
DECEMBER 25, 1996:
Revenues
Revenues increased 11.0% to $22.8 million for the three months ended December
25, 1997 from $20.6 million for the same period of 1996. This increase was
primarily the result of an increase of approximately $1.6 million, or 21.1%, in
the sale of Edelbrock Performer Series carburetors; an increase of approximately
$.7 million, or 61.5%, in the sale of aluminum automotive cylinder heads, and an
increase of approximately $.9 million, or 16.1%, in the sale of aluminum intake
manifolds.
Cost of Sales
Cost of sales increased 13.9% to $14.2 million for the three months ended
December 25, 1997 from $12.5 million for the same period of 1996. As a percent
of revenues, cost of sales increased to 62.2% for the three months ended
December 25, 1997 from 60.6% for the same period of 1996. This increase in cost
of sales was primarily due to an increase in labor costs and depreciation
expense associated with the acquisition of new manufacturing capital equipment.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 7.4% to $5.4 million for
the three months ended December 25, 1997 from $5.0 million for the same period
of 1996. This increase was primarily due to increased advertising expense and
sales commissions associated with increased sales. As a percent of revenues,
selling, general and administrative expense decreased to 23.7% for the three
months ended December 25, 1997 from 24.5% for the same period of 1996.
Research and Development Expense
Research and development expense remained relatively unchanged for the three
months ended December 25, 1997 compared to the same period of 1996. As a percent
of revenues, research and development expense decreased to 2.7% for the three
months ended December 25, 1997 from 3.0% for the same period of 1996.
Write-off of Uncollectible Receivable
In December 1997, the Company wrote-off approximately $1.9 million of unsecured
trade receivables relating to Super Shops, Inc. who filed for voluntary
petitions for reorganization under Chapter 11 of the Federal Bankruptcy Code in
September 1997. Super Shops is currently requesting court approval to file for
voluntary liquidation under Chapter 11 of the Federal Bankruptcy Code.
8
<PAGE> 9
Interest Expense
Interest expense decreased 20.7% to $69,000 for the three months ended December
25, 1997 from $87,000 for the same period of 1996. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.
Interest Income
Interest income decreased 20.2% to $83,000 for the three months ended December
25, 1997 from $104,000 for the same period in 1996. The decrease was primarily
due to a decrease in the balance of the Company's excess working capital
investments.
Taxes on Income
The provision for income taxes decreased to $276,000 for the three months ended
December 25, 1997 from $919,000 million for the 1996 period. The effective tax
rate for both periods was approximately 37%.
Net Income
The Company's net income for the three months ended December 25, 1997 decreased
69.8% to $473,000 from $1.6 million for the same period of 1996. This decrease
was primarily the result of the write-off of the uncollectible receivable as
mentioned above.
SIX MONTHS ENDED DECEMBER 25, 1997, COMPARED TO SIX MONTHS ENDED
DECEMBER 25, 1996
Revenues
Revenues increased 9.5% to $43.2 million for the six months ended December 25,
1997 from $39.5 million for the same period of 1996. This increase was primarily
the result of an increase of approximately $2.4 million, or 16.5%, in the sale
of Edelbrock Performer Series carburetors, an increase of approximately $1.3
million, or 51.9%, in the sale of aluminum cylinder heads, and an increase of
approximately $1.2 million, or 11.3%, in the sale of aluminum intake manifolds.
Cost of Sales
Cost of sales increased 11.1% to $26.6 million for the six months ended December
25, 1997 from $24.0 million for the same period of 1996. As a percent of
revenues, cost of sales increased to 61.5% for the six months ended December 25,
1997 from 60.6% for the same period of 1996. This increase in cost of sales was
primarily due to an increase in labor costs and depreciation expense associated
with the acquisition of new manufacturing capital equipment.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 11.8% to $11.1 million for
the six months ended December 25, 1997 from $9.9 million for the same period of
1996. As a percent of revenues, selling, general and administrative expense
increased to 25.6% for the six months ended December 25, 1997 from 25.1% for the
same period of 1996. This increase was due primarily to increased sales
commissions and freight costs associated with increased sales, increases in
advertising expenditures, expenditures relating to the Company's new line of
Performer IAS shock absorbers, costs associated with the Company's continuing
efforts toward the implementation of the QS9000 quality standard, and expenses
relating to the relocation of the QwikSilver division.
9
<PAGE> 10
Research and Development Expense
Research and development expense increased 1.6% to $1.18 million for the six
months ended December 25, 1997 from $1.16 for the same period of 1996. As a
percent of revenues, research and development expense decreased to 2.7% for the
six months ended December 25, 1997 from 2.9% for the same period of 1996.
Write-off of Uncollectible Receivable
In December 1997, the Company wrote-off approximately $1.9 million of unsecured
trade receivables relating to Super Shops, Inc. who filed for voluntary
petitions for reorganization under Chapter 11 of the Federal Bankruptcy Code in
September 1997. Super Shops is currently requesting court approval to file for
voluntary liquidation under Chapter 11 of the Federal Bankruptcy Code.
Interest Expense
Interest expense decreased 20.7% to $138,000 for the six months ended December
25, 1997 from $174,000 for the same period of 1996. The decrease was primarily
due to a decrease in the principal amount of average debt outstanding.
Interest Income
Interest income decreased 12.7% to $192,000 for the six months ended December
25, 1997 from $220,000 for the same period in 1996. This decrease was primarily
due to a decrease in the balance of the Company's excess working capital
investments.
Taxes on Income
The provision for income taxes decreased to $948,000 for the six months ended
December 25, 1997 from $1.7 million for the 1996 period. The effective tax rate
for both periods was approximately 37%.
Net Income
The Company's net income for the six months ended December 25, 1997 decreased
43.5% to $1.6 million from $2.9 million for the same period of 1996. This
decrease was primarily the result of the write-off of the uncollectible
receivable 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 $2.0 million
revolving credit facility ("Revolving Credit Facility") which expires on
February 1, 1999. 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.
10
<PAGE> 11
The Company believes that funds generated from future 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 $7.0 million in fiscal year 1998 primarily
for the purchase of additional machinery and equipment for the Company's newly
constructed shock absorber facility, additional capital equipment to increase
the Company's production capacity and costs associated with converting the
Company's hardware and software systems to an Oracle "on-line" client-server
windows database operating on a Hewlett-Packard HP9000 server which was
implemented in January 1998.
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 18, 1997, 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 4,618,744 17,919
Jeffrey L. Thompson 4,635,034 1,630
Aristedes T. Feles 4,634,734 1,930
Cathleen Edelbrock 4,635,034 1,630
E. A. Breitenbach 4,634,734 1,930
Jerry Herbst 4,634,734 1,930
Alexander Michalowski 4,529,534 107,130
Richard M. Wilbur 4,634,734 1,930
</TABLE>
In addition, the shareholders approved by a vote of 4,619,619 for, and 100
against, the ratification of the appointment of BDO Seidman, LLP as
independent auditors of the Company for the fiscal year ending June 30,
1998.
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
Reports on Form 8-K
A report on Form 8-K was filed with the Securities and Exchange Commission
on December 18, 1997 under Item 5 - Other Events.
12
<PAGE> 13
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 4, 1998 JEFFREY L. THOMPSON
------------------------------------
Jeffrey L. Thompson
Executive Vice President,
Chief Operating Officer and
Director
13
<PAGE> 1
[BANK OF AMERICA LOGO] AMENDMENTS TO DOCUMENTS
EXHIBIT 10.1
AMENDMENT NO. 1
TO BUSINESS LOAN AGREEMENT
This Amendment No. 1 (the "Amendment" dated as of JANUARY 9, 1998 is
between Bank of America National Trust Association (the "Bank") and Edelbrock
Corporation (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of January 23, 1997 (the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 In Paragraph 1.2 of the Agreement, the date "February 1, 1999" is
hereby substituted for the date "February 1, 1998".
2.2 In Paragraph 5.4 of the Agreement, the amount "Forty Eight
Million Dollars ($48,000,000.00)" is hereby substituted for the
amount "Forty One Million Dollars ($41,000,000.00)".
2.3 Paragraph 5.18(c) of the Agreement is hereby amended in full to
read as follows:
"(c) enter into any consolidation, merger, or other combination
or become a member of a limited liability company or become
a member of a joint venture or partner in a partnership
except when cash contributions to partnerships and or joint
ventures do not exceed Two Million Dollars ($2,000,000) in
the aggregate at any one time."
2.4 Paragraph 7.7 of the Agreement is hereby amended in full to read
as follows:
"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 in connection with 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.
In the event that any case is commenced by or against the
Borrower under the Bankruptcy Code (Title 11, United States Code)
or any similar or successor statute, the Bank is entitled to
recover costs and reasonable attorneys' fees incurred by the Bank
related to the preservation, protection, or enforcement of any
rights of the Bank in such a case. As used in this paragraph,
"attorneys' fees" includes the allocated costs of the Bank's
in-house counsel."
<PAGE> 2
3. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
Bank of America Edelbrock Corporation
National Trust and Savings Association
X X /s/ JEFFREY L. THOMPSON
---------------------------------- --------------------------------
By: Robert J. Lovie, Vice President By: Jeffrey L. Thompson,
Executive Vice President
-2-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> DEC-25-1997
<CASH> 3,685,000
<SECURITIES> 0
<RECEIVABLES> 19,180,000
<ALLOWANCES> 300,000
<INVENTORY> 13,715,000
<CURRENT-ASSETS> 37,428,000
<PP&E> 54,939,000
<DEPRECIATION> 20,746,000
<TOTAL-ASSETS> 73,446,000
<CURRENT-LIABILITIES> 11,518,000
<BONDS> 2,147,000
0
0
<COMMON> 52,400
<OTHER-SE> 57,237,600
<TOTAL-LIABILITY-AND-EQUITY> 73,446,000
<SALES> 43,243,000
<TOTAL-REVENUES> 43,243,000
<CGS> 26,608,000
<TOTAL-COSTS> 26,608,000
<OTHER-EXPENSES> 12,248,000
<LOSS-PROVISION> 1,878,000
<INTEREST-EXPENSE> 138,000
<INCOME-PRETAX> 2,563,000
<INCOME-TAX> 948,000
<INCOME-CONTINUING> 1,615,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,615,000
<EPS-PRIMARY> $0.31
<EPS-DILUTED> $0.30
</TABLE>
