<PAGE> 1
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 MARCH 31, 1997
Commission File Number
33-88628
FLORISTS' TRANSWORLD DELIVERY, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-0546960
- ------------------------------- --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
3113 WOODCREEK DRIVE
DOWNERS GROVE, ILLINOIS 60515-5420
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(630) 719-7800
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Action
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 May 14, 1997, there were outstanding 100 shares of the
Registrant's common stock, par value $.01 per share, which is the only class of
common stock of the Registrant.
1
<PAGE> 2
INDEX
FLORISTS' TRANSWORLD DELIVERY, INC.
PAGE
----
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Statements of Financial Position at
March 31, 1997 and June 30, 1996 3
Consolidated Condensed Statements of Operations
For the Three and Nine Month periods Ended March 31, 1997
and 1996 4
Consolidated Condensed Statements of Cash Flows for the
Nine Month periods Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FLORISTS' TRANSWORLD DELIVERY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
March 31,
1997 June 30,
(Unaudited) 1996
ASSETS -------------- ----------
(In Thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $33,964 $26,536
Accounts receivable, less allowance for doubtful accounts
of $1,917 at March 31, 1997 and $1,412 at June 30, 1996 $24,064 24,068
Inventories, principally finished goods, net $14,217 12,467
Deferred income taxes $5,569 5,568
Other current assets $3,260 1,718
----------- ----------
Total current assets 81,074 70,357
Property and equipment, less accumulated depreciation
of $22,690 at March 31, 1997 and $15,158 at June 30, 1996 29,196 35,328
Other noncurrent assets:
Deferred income taxes 122 194
Deferred financing costs, less accumulated amortization of $2,455
at March 31, 1997 and $1,648 at June 30, 1996 3,663 4,470
Other noncurrent assets 2,282 2,192
Goodwill and other intangible assets, less accumulated amortization
of $7,410 at March 31, 1996 and $4,874 at June 30, 1996 80,607 83,414
----------- ----------
Total other noncurrent assets 86,674 90,270
----------- ----------
Total assets $196,944 $195,955
=========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $11,211 $8,496
Accounts payable 33,868 28,357
Accrued member incentive programs 13,834 12,949
Accrued severance and related costs 1,738 1,319
Other accrued liabilities 7,607 8,339
Unearned income and members' deposits 12,206 10,584
----------- ----------
Total current liabilities 80,464 70,044
Long-term debt 79,558 87,781
Postretirement benefits 6,723 7,162
Accrued pension obligations 1,383 4,061
Deferred income taxes 1,287 --
Minority interest in subsidiary 164 171
Stockholder's equity:
Common stock -- --
Paid-in capital 33,000 33,000
Accumulated earnings (deficit) (5,635) (6,264)
----------- ----------
Total stockholder's equity 27,365 26,736
----------- ----------
Total liabilities and stockholder's equity $196,944 $195,955
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FLORISTS' TRANSWORLD DELIVERY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
March 31, March 31, March 31, March 31,
1997 1996 1997 1996
------------ ----------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Marketplace $18,837 $17,960 $43,531 $49,758
Clearinghouse 8,630 8,855 25,248 26,953
Mercury Network 9,298 8,316 27,698 23,876
Other 11,076 9,663 30,527 26,608
------------ ----------- ---------- ----------
Total revenues 47,841 44,794 127,004 127,195
------------ ----------- ---------- ----------
Costs:
Products and distribution 12,368 12,395 30,215 33,931
Floral order transmissions and processing services 7,440 7,920 21,642 21,987
Member programs 7,407 7,546 23,586 23,587
------------ ----------- ---------- ----------
Total costs of goods sold & services provided 27,215 27,861 75,443 79,505
Selling, general and administrative 13,834 14,555 40,902 43,123
------------ ----------- ---------- ----------
Income from operations 6,792 2,378 10,659 4,567
Interest (income) (359) (366) (1,015) (986)
Interest expense 3,206 3,337 9,744 10,215
------------ ----------- ---------- ----------
Income (loss) before income taxes and
minority interest 3,945 (593) 1,930 (4,662)
Income taxes expense (benefit) 1,615 (3) 1,308 (1,066)
Minority interest in income (loss) of subsidiary 22 14 (7) (18)
------------ ----------- ---------- ----------
Net income (loss) $2,308 ($604) $629 ($3,578)
============ =========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
FLORISTS' TRANSWORLD DELIVERY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
March 31, March 31,
1997 1996
----------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $15,580 $2,640
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,339) (3,246)
---------- ------------
Net cash used in investing activities (2,339) (3,246)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (5,751) (3,260)
---------- ------------
Net cash used in financing activities (5,751) (3,260)
Effect of exchange rate changes on cash (62) 15
---------- ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 7,428 (3,851)
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 26,536 24,375
---------- ------------
END OF PERIOD $33,964 $20,524
========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $6,610 $7,045
========== ============
Income taxes paid $194 $158
========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
FLORISTS' TRANSWORLD DELIVERY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of
Florists' Transworld Delivery Inc. (the "Company" or "FTD") have been prepared
in accordance with generally accepted accounting principles for interim
financial information pursuant to the rules and regulations of the Securities
and Exchange Commission and do not contain all information included in the
audited consolidated financial statements and notes for the year ended June 30,
1996. In the opinion of FTD management, all adjustments necessary for a fair
presentation of the financial position and results of operations have been
included (and any such adjustments are of a normal, recurring nature, except as
disclosed herein). Due to seasonal variations in FTD's business, operating
results for the three and nine month periods ended March 31, 1997 are not
necessarily indicative of the results that might be expected for the year ended
June 30, 1997.
Certain amounts in the March 31, 1996 consolidated condensed financial
statements have been reclassified to conform to the current year presentation.
Note 2. Restructuring Costs
On January 3, 1997, FTD's Board of Directors approved a plan to
consolidate corporate staff and operations into its Downers Grove, Illinois
facility, which should enable FTD to improve program execution and to help
achieve FTD's goal to better serve its customers. Leased office space in
Boston, Massachusetts was sub-leased, and land and buildings in Southfield,
Michigan were sold at book value in a transaction which closed on April 21,
1997. The economic impact of this facility consolidation plan was estimable
prior to March 31, 1997, and therefore, the direct costs associated with the
plan were appropriately recognized in the three month period ending March 31,
1997. FTD's bank credit agreement requires FTD to use the net proceeds from
the sale of assets to reduce the outstanding term loan and as a result, future
interest costs will be reduced. In accordance with EITF Consensus no. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity" non-recurring charges in connection with the
consolidation including severance, asset impairment losses, and other costs
aggregating $2.3 million were recognized in selling, general and administrative
costs in the three month period ended March 31, 1997. The severance cost
results from the planned termination of approximately 183 employees, who
performed all the corporate and operating functions in the Southfield and
Boston locations, of which approximately 164 employees had been terminated as
of March 31, 1997.
6
<PAGE> 7
The following table reflects the changes to accrued severance, asset
impairment loss, and other reserves for the nine month period ended March 31,
1997 (in thousands):
Balances Additional
at reserves due to Balances
June 30, consolidation of Costs at
1996 facilities paid March 31, 1997
--------- --------------- ------ --------------
Severance benefits $ 1,319 $ 1,292 $ 873 $ 1,738
Asset impairment loss 0 763 31 732
Other 0 277 10 267
--------- --------------- ------ --------------
Total $ 1,319 $ 2,332 $ 914 $ 2,737
========= =============== ====== ==============
Note 3. Employee Benefit Obligations
FTD has established a new 401(k) savings plan for all of its eligible
employees to replace certain benefits eliminated under its defined benefit
pension plan. Effective January 1, 1997, amendments to FTD's defined benefit
pension plan were adopted, including the elimination of the accrual of future
benefits under the plan. As a result of these amendments, and the
corresponding remeasurement of the accumulated and projected benefit
obligations under the plan, a pre-tax pension curtailment gain of $2.7 million
was recognized in income as a reduction in selling, general and administrative
costs during the three month period ended March 31, 1997.
The consolidation of corporate staff and operations into one facility,
together with other factors, resulted in the termination of numerous employees
which significantly reduced the expected years of future service of those
employees and FTD's corresponding liability for certain post retirement
benefits. These terminations caused a decrease in FTD's post retirement
obligation and generated a pretax gain of $0.8 million which was recorded in
the three month period ended March 31, 1997, as a reduction in selling, general
and administrative expenses. In addition, FTD amended its post retirement
benefit plan effective January 1, 1997, and will no longer provide such
benefits to employees hired after January 1, 1997.
The consolidation into one facility and the above described voluntary
and involuntary
7
<PAGE> 8
employee terminations could also result in a partial settlement of FTD's
defined benefit pension plan. Although FTD cannot currently estimate the
number of terminated employees who will request an immediate cash distribution
from the plan or the amount of cash distributions to be paid to such employees
by June 30, 1997, FTD expects to recognize a settlement gain in the three month
period ending June 30, 1997.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Except for the historical information contained in this report,
certain statements made herein are forward-looking statements that involve
risks and uncertainties and are subject to important factors that could cause
actual results to differ materially from these forward-looking statements,
including, without limitation, the effect of economic and market conditions and
the impact of competitive activities.
The following is a discussion of changes in FTD's financial condition
and results of operations for the three and nine month periods ended March 31,
1997, compared with the corresponding periods of 1996.
FTD generates its revenue from four principal areas of operation.
Marketplace represents FTD's wholesale distribution of non-perishable hardgoods
to retail florists in North America. FTD's Clearinghouse operation provides
order billing and collection services to sending and receiving florists, and
FTD receives a percentage of the sales price for the service. Mercury Network
is FTD's proprietary telecommunications network used by florists to transmit
floral orders through FTD or other competing clearinghouses. Other revenue is
derived from the 1-800-SEND-FTD direct marketing business, credit card
authorization and processing, publication, an after hours order taking service,
and other services.
THREE MONTH PERIOD ENDED MARCH 31, 1997, COMPARED TO THREE MONTH PERIOD ENDED
MARCH 31, 1996.
Revenue increased by $3.0 million, or 6.%, to $47.8 million for the
three month period ended March 31, 1997, compared to $44.8 million for the
three month period ended March 31, 1996. Mercury Network revenue increased
$1.0 million due to increased sales of Advantage floral business systems, and
transmissions revenue. Other revenue experienced a net increase of $1.4
million, substantially the result of increased 1-800-SEND-FTD order volume and
publications revenue. Marketplace revenue experienced a net increase of $0.9
million primarily due to increased sales volume of holiday products resulting
from the timing of Marketplace sales promotions. Clearinghouse revenue
decreased by $0.2 million, which resulted from a decline in the volume of
floral orders cleared through FTD. The timing of the Easter holiday increased
revenues in Mercury Network, the Clearinghouse, and 1-800-SEND-FTD by
approximately $0.2, $0.4, and $0.2 million, respectively.
The cost of goods sold and services provided decreased by $0.6
million, or 2.3%, to $27.2 million for the three month period ended March 31,
1997 from $27.9 million for the three month period ended March 31, 1996. As a
percent of revenue, cost of goods sold and services provided decreased to 56.9%
for the three month period ended March 31, 1997, from 62.2% for the three month
period ended March 31, 1996. The decrease in cost is substantially due to
improvements in customer service operations.
9
<PAGE> 10
Selling, general and administrative expenses decreased $0.7 million
for the three month period ended March 31, 1997, compared to the same period in
1996. General and administrative expenses decreased $3.9 million primarily due
to a pension curtailment gain of $2.7 million and a $0.8 million post
retirement curtailment gain. These gains were offset by increased costs of
$3.0 million due to FTD's facility consolidation efforts, and other related
actions.
Interest expense for the three month period ended March 31, 1997, was
$3.2 million as compared to $3.3 million in the prior year. The decrease was
attributable to lower average debt outstanding due to scheduled principal
payments.
Income taxes for the three month period ended March 31, 1997, were
$1.6 million compared to a small tax benefit for the comparable period in the
prior year. The change resulted from the increase in taxable income (loss).
Net income was $2.3 million for the three month period ended March 31,
1997, an improvement of $2.9 million, from a loss of $0.6 million for the
three month period ended March 31, 1996. The change is attributable to the
factors previously discussed.
NINE MONTH PERIOD ENDED MARCH 31, 1997 COMPARED TO NINE MONTH PERIOD ENDED
MARCH 31, 1996
Revenue decreased by $0.2 million, to $127.0 million for the nine
month period ended March 31, 1997, compared to $127.2 million for the nine
month period ended March 31, 1996. Mercury Network revenue increased $3.8
million due to increased transmissions revenue, and increased sales of
Advantage floral business systems. Other revenue experienced a net increase of
$3.9 million, substantially the result of increased 1-800-SEND-FTD order volume
and publications revenue. Marketplace revenue decreased by a net amount of
$6.2 million from the prior period due to lower sales volume of holiday
products. Clearinghouse revenue decreased by $1.7 million which resulted from a
decline in the volume of floral orders cleared through FTD.
The cost of goods sold and services provided decreased by $4.1
million, or 5.1%, to $75.4 million for the nine month period ended March 31,
1997, from $79.5 million for the nine month period ended March 31, 1996. This
is primarily the result of lower cost of goods related to the reduced
Marketplace revenue discussed above. In addition, FTD realized cost reductions
resulting from improvements in customer service operations. As a percent of
revenue, cost of goods sold and services provided decreased to 59.4% for the
nine month period ended March 31, 1997, from 62.5% for the nine month period
ended March 31, 1996.
Selling, general and administrative expenses decreased by $2.2
million, or 5.2% for the nine month period ended March 31, 1997, compared to
the same period in 1996. The decrease is primarily due to FTD's investment in
increased advertising and promotional expenditures for the
10
<PAGE> 11
comparable 1996 period. General and administrative expenses decreased $3.9
million primarily due to a pension curtailment gain of $2.7 million and a $0.8
million post retirement curtailment gain. These gains were offset by increased
costs of $3.0 million due to FTD's facility consolidation efforts, and other
related actions.
Interest expense for the nine month period ended March 31, 1997, was
$9.7 million as compared to $10.2 million in the prior year. The decrease was
attributable to lower average debt outstanding due to scheduled principal
payments.
Income taxes for the nine month period ended March 31, 1997, were $1.3
million compared to a benefit of $1.1 million for the comparable period in the
prior year. The change resulted from the increase in taxable income (loss).
Net income was $0.6 million for the nine month period ended March 31,
1997, an improvement of $4.2 million, from a loss of $3.6 million for the nine
month period ended March 31, 1996. The change is attributable to the factors
previously discussed.
LIQUIDITY AND CAPITAL RESOURCES
FTD has two sources of long-term debt consisting of a bank credit
agreement and senior subordinated notes. The bank credit agreement consists of
$45.0 million in term loans and a $25.0 million revolving credit facility,
which has not been utilized to date. The term loans bear interest at floating
rates and are to be repaid over five years. FTD has repaid $5.8 million of
these loans in the nine month period ended March 31, 1997. On April 21,1997,
FTD paid down $6.2 million of the term loan with the net proceeds from the sale
of its Southfield, Michigan building, as required by its bank credit agreement.
FTD has funded the interest and debt repayments for the bank debt and notes
through cash flow from operations.
For the nine month period ended March 31, 1997, FTD generated cash in
the amount of $7.4 million, as compared to a $3.9 million decrease in cash for
the nine month period ended March 31, 1996.
Cash provided by operating activities was $15.6 million for the nine
month period ended March 31, 1997, compared to $2.6 million for the nine month
period ended March 31, 1996. Depreciation and amortization was $10.7 million
for the nine month period ended March 31, 1997, and $11.6 million for the nine
month period ended March 31, 1996. The increase in cash, in addition to
improved operating results, is primarily due to the timing of Easter holiday
credit card transactions which also reduce accounts receivable and increases
accounts payable of FTD's floral customers.
Cash used in investing activities, consisting solely of capital
expenditures, was $2.3 million for the nine month period ended March 31, 1997,
compared to $3.2 million for the nine month period ended March 31, 1996. Cash
used in financing activities, reflecting the payment of principal on the term
loans, was $5.8 million for the nine month period ended March 31, 1997,
compared to $3.3 million for the nine month period ended March 31, 1996.
11
<PAGE> 12
On January 3, 1997, FTD's Board of Directors approved a plan to
consolidate corporate staff and operations into its Downers Grove, Illinois
facility, which should enable FTD to improve program execution and to help
achieve FTD's goal to better serve its customers. Leased office space in
Boston, Massachusetts was sub-leased, and land and buildings in Southfield,
Michigan were sold at book value in a transaction which closed on April 21,
1997. The economic impact of this facility consolidation plan was estimable
prior to March 31, 1997, and therefore, the direct costs associated with the
plan were appropriately recognized in the three month period ending March 31,
1997. FTD's bank credit agreement requires FTD to use the net proceeds from
the sale of assets to reduce the outstanding term loan and as a result, future
interest costs will be reduced. In accordance with EITF Consensus no.94-3
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit and Activity", non-recurring charges in connection with the
consolidation including severance, asset impairment losses, and other costs
aggregating $2.3 million were recognized as liabilities as of March 31, 1997.
Additional non-recurring expenses of $0.7 million were also incurred in
connection with the consolidation resulting in a total of $3.0 million in
non-recurring costs being recorded in the three month period ended March 31,
1997.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibit No. Description
(a) Exhibits
10.a Amendment No. 2 to Whitman Employment Agreement.
10.b Description of Key Management Incentive Plan
27 Financial Data Schedule
(b) Reports on Form 8-K
FTD did not file any reports on Form 8-K during the three month period
ended March 31, 1997.
13
<PAGE> 14
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 on the 14th day of May, 1997.
FLORISTS' TRANSWORLD DELIVERY, INC.
By: /s/ Douglas L. Hagemann
--------------------------------
Douglas L. Hagemann
Vice President Finance and Stockholder Relations
(Principal financial officer and officer duly authorized
to sign on behalf of registrant)
14
<PAGE> 15
EXECUTIVE FTD CORPORATION
By:/s/ Margaret C. Whitman By: /s/ Richard Perry
----------------------- -----------------
Name: Richard Perry
Title: Chairman of the Board
FLORISTS' TRANSWORLD
DELIVERY, INC.
By: /s/ Richard Perry
-----------------
Name: Richard Perry
Title: Chairman of the Board
<PAGE> 16
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.a Amendment No. 2 to Whitman Employment Agreement
10.b Description of Key Management Incentive Plan
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 10.a
AMENDMENT TO WHITMAN EMPLOYMENT AGREEMENT
Amendment No. 2 dated as of January 3, 1997, among FTD Corporation a
Delaware corporation ("FTD Corporation"), Florists' Transworld Delivery, Inc.,
a Michigan corporation (the "Company" or "FTD") and Margaret C. Whitman (the
"Executive"), amending the Employment Agreement dated as of March 31, 1995 (as
amended, the "Agreement"), among FTD Corporation (formerly known as Perry
Capital Corp.), FTD and the Executive.
WITNESSETH:
WHEREAS, Executive, FTD Corporation and FTD deem it
to be in their respective best interests to amend certain terms and provisions
of the Agreement as set forth in this Amendment No. 2.
NOW, THEREFORE, in consideration of the premises
and the mutual promises and agreements contained herein, it is hereby agreed
as follows:
1. Definitions. All terms used herin which are
defined in the Agreement and not otherwise defined herein are
used herein s defined therein.
2. Amendment of Section 3(b) of the Agreement.
Subsections (b)(iii) of Section 3 of the Agreement is hereby
deleted in its entirety.
3. Section 5 of the Agreement. Notwithstanding
anything to the contrary contained in Section 5 of the
Agreement, the parties hereto hereby agree that the Term of
Employment shall expire January 3, 1997.
4. Governing Law. This Amendment No. 2 shall be
governed by and construed in accordance with the internal laws
of the State of Delaware except to the extent governed by
federal law.
5. Counterparts. This Amendment No. 2 may be executed
in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment No. 2 as of the day and year first above written.
<PAGE> 1
Exhibit 10.b
DESCRIPTION OF KEY MANAGEMENT INCENTIVE PLAN
On January 3, 1997, FTD's Board of Directors approved a Key Management
Incentive Plan ("KMIP"), which plan has not been formalized to writing. The
KMIP covers approximately 30 key employees of FTD and provides bonuses in the
event that (i) the company achieves one or more targets based on FTD's EBITDA
(earnings before interest, taxes, depreciation and amortization), and (ii) the
individual achieves specified goals.
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONATINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) FLORISTS
TRANSWORLD DELIVERY, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
(B) FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 33,964
<SECURITIES> 0
<RECEIVABLES> 24,064
<ALLOWANCES> 1,917
<INVENTORY> 14,217
<CURRENT-ASSETS> 81,074
<PP&E> 29,196
<DEPRECIATION> 22,690
<TOTAL-ASSETS> 196,944
<CURRENT-LIABILITIES> 80,464
<BONDS> 90,769
0
0
<COMMON> 0
<OTHER-SE> 27,365
<TOTAL-LIABILITY-AND-EQUITY> 196,944
<SALES> 43,531
<TOTAL-REVENUES> 127,004
<CGS> 30,215
<TOTAL-COSTS> 75,443
<OTHER-EXPENSES> 40,902
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,744
<INCOME-PRETAX> 1,930
<INCOME-TAX> 1,308
<INCOME-CONTINUING> 629
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 629
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
