<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, 1996
Commission File Number
33-91582
FTD CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3711271
---------- -----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
29200 NORTHWESTERN HIGHWAY
SOUTHFIELD, MICHIGAN 48034
--------------------------
(Address of Principal Executive Offices) (Zip Code)
(810) 355-9300
--------------
(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 9, 1996, there were outstanding 6,140,091 shares of the
Registrant's class A common stock, par value $.01 per share, and 441,686 shares
of the Registrant's class B common stock, par value $.0005 per share.
1
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FTD CORPORATION
INDEX
PAGE
----
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Statements of Financial
Position at March 31, 1996 and June 30, 1995 3
Consolidated Statements of Operations
For the Three Months Ended March 31, 1996 and 1995 4
For the Nine Months Ended March 31, 1996 and the
Period December 19, 1994 through March 31, 1995 5
Condensed Statements of Cash Flows for the
Nine Months Ended March 31, 1996 and the Period
December 19, 1994 through March 31, 1995 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
Part II. Other Information
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
2
<PAGE> 3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
March 31,
1996 June 30,
(Unaudited) 1995
------------- -------------
ASSETS (In Thousands)
----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 20,638 $ 24,482
Accounts receivable, less allowance for doubtful accounts
of $1,232 at March 31, 1996 and $1,589 at June 30, 1995 31,152 20,861
Inventories, principally finished goods, net 11,875 13,019
Other current assets 10,912 8,389
-------- --------
Total current assets 74,577 66,751
Property and equipment, less accumulated depreciation
of $12,893 at March 31, 1996 and $4,962 at June 30, 1995 38,220 43,701
Other noncurrent assets:
Other noncurrent assets 7,189 6,374
Goodwill and other intangible assets, less accumulated amortization
of $4,039 at March 31, 1996 and $1,523 at June 30, 1995 82,976 87,038
-------- --------
Total other noncurrent assets 90,165 93,412
-------- --------
Total assets $202,962 $203,864
======== ========
LIABILITIES AND STOCKHOLDERS'EQUITY
Current liabilities:
Current maturities of long-term debt $ 7,253 $ 4,704
Accounts payable 28,898 26,870
Accrued member incentive programs 12,092 6,754
Accrued severance and related costs 1,661 5,961
Other accrued liabilities 7,855 5,890
Unearned income and members'deposits 11,164 10,026
-------- --------
Total current liabilities 68,923 60,205
Long-term debt 90,452 96,052
Employee benefit obligations 11,101 10,252
Deferred income taxes 2,072
Minority interest in subsidiary 185 203
Stockholders' equity:
Common stock:
Class A 62 62
Class B 4 4
Paid-in capital 35,654 35,384
Retained earnings (deficit) (3,133) 449
Notes receivable (170) (319)
Treasury stock (116) (500)
-------- --------
Total stockholders' equity 32,301 35,080
-------- --------
Total liabilities and stockholders' equity $202,962 $203,864
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
FTD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31 March 31
1996 1995
------------ ------------
(In Thousands, except per share data)
<S> <C> <C>
Revenues:
Marketplace $17,960 $21,935
Clearinghouse 8,855 9,718
Mercury Network 8,316 7,605
Other 9,663 8,137
--------- ----------
Total revenues 44,794 47,395
--------- ----------
Costs:
Products and distribution 12,395 15,618
Floral order transmissions and processing services 7,920 6,606
Member programs 7,547 7,230
--------- ----------
Total costs of goods sold & services provided 27,862 29,454
Selling, general and administrative 14,589 12,106
--------- ----------
Income from operations 2,343 5,835
Interest (income) (370) (428)
Interest expense 3,337 3,678
--------- ---------
Income (loss) before income taxes and
minority interest (624) 2,585
Income taxes (benefit) (11) 1,107
Minority interest in earnings of subsidiary 14 19
--------- ---------
Net income (loss) ($627) $1,459
========= =========
Primary and fully diluted earnings (loss) per share ($0.09) $0.19
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
FTD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
December 19,
Nine Months 1994 -
Ended March 31,
March 31, 1995
1996 (See Note 1)
---------- -----------
(In Thousands, except per share data)
<S> <C> <C>
Revenues:
Marketplace $ 49,758 $25,858
Clearinghouse 26,953 13,216
Mercury Network 23,876 9,158
Other 26,608 9,453
-------- -------
Total revenues 127,195 57,685
Costs:
Products and distribution 33,931 17,715
Floral order transmissions and processing services 21,987 7,924
Member programs 23,587 9,317
-------- -------
Total costs of goods sold & services provided 79,505 34,956
Selling, general and administrative 43,157 15,783
-------- -------
Income from operations 4,533 6,946
Interest (income) (1,002) (497)
Interest expense 10,215 4,217
-------- -------
Income (loss) before income taxes and
minority interest (4,680) 3,226
Income taxes (benefit) (1,071) 1,426
Minority interest in earnings (loss) of subsidiary (18) 23
-------- -------
Net income (loss) ($ 3,591) $ 1,777
======== =======
Primary and fully diluted earnings (loss) per share ($ 0.51) $ 0.24
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
FTD CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
December 19,
Nine Months 1994 -
Ended March 31,
March 31, 1995
1996 (See Note 1)
------------ ---------------
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities $ 1,844 ($5,891)
CASH FLOWS FROM INVESTING ACTIVITIES:
Release of restricted cash related to credit deposit
fund investments 2,173
Restriction of cash related to members incentive programs (7,738)
Cash acquired in acquisition 46,578
Cash utilized to effect merger (109,323)
Capital expenditures (3,246) (260)
------- --------
Net cash used in investing activities (3,246) (68,570)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 96,008
Repayments of long-term debt (3,260) (34,153)
Sale of common stock and member offering 654 30,000
Issuance of common stock warrants 3,000
Payments on notes receivable 149
------- --------
Net cash provided by (used in) financing activities (2,457) 94,855
Effect of exchange rate changes on cash 15
------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (3,844) 20,394
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 24,482 0
------- --------
END OF PERIOD $20,638 $ 20,394
======= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $ 7,045 $ 1,314
======= ========
Income taxes paid $ 158 $ 107
======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
FTD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. Basis of Presentation
The unaudited consolidated financial statements at March 31, 1996,
include the accounts of FTD Corporation and its wholly owned subsidiary,
Florists' Transworld Delivery, Inc. (the "Operating Company") (collectively,
the "Company"). These statements 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, 1995. In the
opinion of Company 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).
On December 19, 1994, the Company acquired the Operating Company. The
Company did not realize any revenues or incur any operating expenses from its
inception in March 1993 until December 19, 1994. Due to seasonal variations in
the Company's business, operating results for the three and nine month periods
ended March 31, 1996 are not necessarily indicative of the results that might
be expected for the year ended June 30, 1996.
NOTE 2. Accrued Severance and Related Costs
The following table reflects the changes to the severance reserve for
the nine months ended March 31, 1996 (in thousands):
<TABLE>
<CAPTION>
Balance Reduction Remaining
at of Liability as of
June 30, Costs Accrued March 31,
1995 Paid Liability 1996
-------- ----- --------- --------------
<S> <C> <C> <C> <C>
Severance benefits $4,730 $1,038 $2,370 $1,322
Relocation costs 600 28 480 92
Other 631 96 288 247
------ ------ ------ ------
Total $5,961 $1,162 $3,138 $1,661
====== ====== ====== ======
</TABLE>
7
<PAGE> 8
NOTE 3. Capital Transactions
During the three months ended March 31, 1996, the Company repurchased
into treasury 3,205 shares of Class A Common Stock at a cost of approximately
$17,000.
Note 4. Earnings Per Share
Primary and fully diluted earnings (loss) per common share and common
equivalent share has been computed based on the weighted average number of
common and common equivalent shares outstanding of 7,019,254 for the three
months and 6,998,189 for the nine months ended March 31, 1996 and 7,553,125 for
the three months and 7,546,189 for the nine months ended March 31, 1995,
respectively.
8
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following is a discussion of changes in the Company's
financial condition and results of operations for the three and nine month
periods ended March 31, 1996 compared with the corresponding periods of fiscal
1995. For purposes of presenting a meaningful comparison, the corresponding
periods of fiscal 1995 include both (i) results of the Operating Company's
predecessor (Florists' Transworld Delivery Association) for the period prior to
the acquisition on December 19, 1994 and (ii) results of the Company for the
post-acquisition period December 19, 1994 through March 31, 1995.
The Company generates its revenue from four principal areas of
operation. Marketplace is the Company's wholesale supplier of non-perishable
hardgoods to retail florists in North America. Marketplace products include
both FTD-branded and non-branded holiday and everyday floral arrangement
containers, as well as packaging, greeting cards, promotional products and a
wide variety of other floral-related supplies. The Company's Clearinghouse
operation provides order billing and collection services to sending and
receiving florists, and the Company receives a percentage of the sales price
for the service. Mercury Network is the Company's proprietary
telecommunications network linking 16,400 of its 22,300 florists. Florists use
the network to transmit floral orders through Florists' Transworld Delivery,
Inc. or competing clearinghouses and over 15 million orders are transmitted
annually through the Mercury Network. Other revenue is derived from the Direct
Access direct marketing business, credit card authorization and processing,
publications and an after hours order taking service.
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
Revenue decreased by $2.6 million, or 5.5%, to $44.8 million for the
three months ended March 31, 1996, compared to $47.4 million for the three
months ended March 31, 1995. Marketplace revenue experienced a net decrease of
$4.0 million primarily due to lower sales of holiday and seasonal containers
and non-branded everyday products. Increased sales of FTD branded everyday
products partially offset this decrease. Clearinghouse revenue decreased by
$0.9 million as a result of a decline in the volume of floral orders cleared
through FTD. Mercury Network revenue increased $0.7 million due to increased
console rental and order transmissions revenue. Other revenue experienced a
net increase of $1.5 million as a result of increased Direct Access order
volume and publications revenue.
The cost of goods sold and services provided decreased by $1.5
million, or 5.4%, to $27.9 million for the three months ended March 31, 1996
from $29.4 million for the three months ended March 31, 1995. The change was
primarily due to the costs of products and distribution which decreased by $3.2
million corresponding to the lower Marketplace sales volume for the period.
This decrease was partially offset by costs of increased order volume in the
Direct Access business and Mercury Network costs. As a percent of revenue,
cost of goods sold and services provided was 62.2% and 62.1% for the three
month periods ended March 31, 1996 and 1995, respectively.
9
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Selling, general and administrative expenses increased by $2.5
million, or 20.5%, to $14.6 million for the three months ended March 31, 1996
from $12.1 million for the three months ended March 31, 1995. Advertising and
promotional expenditures were increased by $3.1 million in 1996 over the prior
period for television advertising campaigns and the Company's advertising
activities related to its member incentive program. This increase was partially
offset by reduced general and administrative expenses of $0.6 million.
Interest expense for the three months ended March 31, 1996 was $3.3
million as compared to $3.7 million in the prior year. The decrease was
attributable to lower interest rates and scheduled principal payments which
reduced the debt outstanding in accordance with the terms of the Company's debt
agreements.
Income taxes for the three months ended March 31, 1996 were a benefit
of $11 thousand compared to an expense of $1.1 million for the comparable
period in the prior year.
Net loss was $0.6 million for the three months ended March 31, 1996
compared to net income of $1.5 million for the three months ended March 31,
1995. The change is primarily attributable to the increased advertising
expenditures and lower gross profit due to the decrease in product sales.
NINE MONTHS ENDED MARCH 31, 1996 COMPARED TO NINE MONTHS ENDED MARCH 31, 1995
Revenue decreased by $5.8 million, or 4.4%, to $127.2 million for the
nine months ended March 31, 1996, compared to $133.0 million for the nine
months ended March 31, 1995. The decline in revenue was impacted by the
elimination of $2.7 million in revenue from trade association activities in the
prior comparable period which, since the acquisition, have no longer been
conducted by the Company. Marketplace revenue decreased by a net amount of
$4.7 million from the prior period due to lower sales of holiday, seasonal and
non-branded everyday containers partially offset by increased sales of FTD
branded everyday products in the nine month period. Clearinghouse revenue
decreased by $2.3 million which resulted from a decline in the volume of floral
orders cleared through FTD. Mercury Network revenue increased $0.9 million due
to increased console rental and order transmissions revenue. Excluding the
trade association related revenues from the prior nine month period discussed
above, other revenue experienced a net increase of $3.0 million primarily due
to increased Direct Access orders, publications directory advertising revenue
and credit card order processing volume.
The cost of goods sold and services provided decreased by $4.6
million, or 5.4%, to $79.5 million for the nine months ended March 31, 1996
from $84.1 million for the nine months ended March 31, 1995. The decrease in
cost of goods sold is the result of lower cost of sales of Marketplace products
and related freight of $5.4 million and a $1.8 million decrease due to lower
costs of member programs which have not been conducted by the Company since the
acquisition. This decrease was offset by an increase in costs of Direct Access
orders, Mercury Network costs and field service costs. As a percent of
revenue, cost of goods sold and services provided decreased to 62.5% for the
nine months ended March 31, 1996 from 63.2% for the nine months ended March 31,
1995.
10
<PAGE> 11
Selling, general and administrative expenses decreased by $1.3
million, or 2.9% for the nine months ended March 31, 1996 compared to the same
period in 1995. The decrease is primarily due to non-recurring acquisition
related costs of $4.1 million which were incurred by the Company during the
nine months ended March 31, 1995. Also contributing to the decrease was
overhead reductions affecting both promotional and administrative costs and the
elimination of the costs of certain trade association activities which since
the acquisition have not been conducted by the Company. These decreases were
partially offset by (i) $3.2 million in costs from the Company's advertising
activities related to its member incentive program which was implemented in
1996 and (ii) an increase in the amortization of goodwill and other intangibles
of $1.8 million for the nine month period ended March 31, 1996 from the prior
comparable period. Total selling, general and administrative expenses at March
31, 1996 reflects a reclassification of certain advertising activities of $2.2
million from cost of goods sold to selling, general and administrative expenses
Interest expense for the nine months ended March 31, 1996 was $10.2
million as compared to $5.4 million in the prior year. The increase of $4.8
million was due to the debt incurred in connection with the acquisition on
December 19, 1994, partially offset by a decrease in interest rates for the
nine months ended March 31, 1996 as compared to the prior comparable period.
Income taxes for the nine months ended March 31, 1996 were a benefit
of $1.1 million compared to an expense of $1.5 million for the comparable
period in the prior year. The income tax expense prior to the acquisition was
entirely related to the Company's Canadian operations.
Net loss was $3.6 million for the nine months ended March 31, 1996, an
increase of $2.8 million from a loss of $0.8 million for the nine months ended
March 31, 1995. The change is primarily attributable to increases in interest
expense, goodwill and other intangibles amortization and an offsetting tax
benefit.
LIQUIDITY AND CAPITAL RESOURCES
The Company 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 undrawn revolving
credit facility. The term loans bear interest at floating rates and are to be
repaid over five years. The Company has repaid $3.2 million of these loans in
the nine months ended March 31, 1996 and $4.7 million since the acquisition
date. No borrowings were made under the revolving credit facility during the
nine months ended March 31, 1996. The senior subordinated notes were issued as
part of the sale of units in connection with the acquisition consisting of $60
million aggregate principal of 14% senior subordinated notes (the "Notes") of
the Company and warrants to purchase 750,000 shares of class B common stock of
FTD Corporation. The Company has funded the interest and debt repayments for
the bank debt and the Notes through cash flow from operations.
For the nine months ended March 31, 1996, the Company experienced a
net decrease in cash of $3.8 million. For the post-acquisition period December
19, 1994 through March 31, 1995, excluding cash acquired in the acquisition of
$46.6 million, cash flow reflected a net decrease in cash
11
<PAGE> 12
of $26.2 million. The decrease in the period ended March 31, 1996 was primarily
attributable to cash effect the acquisition.
Cash provided by operating activities was $1.8 million for the nine
months ended March 31, 1996 compared to cash used of $5.9 million for the
post-acquisition period December 19, 1994 through March 31, 1995. Depreciation
and amortization was $11.6 million for the nine months ended March 31, 1996
and $4.2 million for post-acquisition period December 19, 1994 through March
31, 1995.
Cash used in investing activities was $3.2 million for the nine months
ended March 31, 1996 compared to $115.2 million, excluding cash acquired in the
acquisition of $46.6 million, for the post-acquisition period December 19, 1994
through March 31, 1995. In 1996, the cash used in investing activities
consisted entirely of capital expenditures. The cash used in the
post-acquisition period primarily reflects the cash utilized to effect the
acquisition. Cash used in financing activities was $2.5 million for the nine
months ended March 31, 1996 compared to cash provided of $94.9 million for the
post-acquisition period December 19, 1994 through March 31, 1995. The cash
used in the nine months ended March 31, 1996 reflects the payment of principal
on the term loans and the cash provided in the post-acquisition period
primarily reflects the proceeds of debt incurred and equity obtained to effect
the acquisition.
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PART II. OTHER INFORMATION
Item 5. Other Information
The Company has warrants outstanding which are, in the aggregrate, exercisable
to purchase 1,125,000 shares of Class B Common Stock. These warrants expire on
May 28, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
11 Computation of Earnings Per Share.
27 Financial Data Schedules
</TABLE>
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended
March 31, 1996.
13
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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 on the 9th day of May, 1996.
FTD CORPORATION
By: /s/ Margaret C. Whitman
-------------------------------
Margaret C. Whitman
President and Chief Executive Officer
(Officer duly authorized to sign on behalf of registrant)
/s/ Paul A. Luck
------------------------------
Paul A. Luck
Vice President and Chief Financial Officer
Florists' Transworld Delivery, Inc.
(Principal financial officer authorized to sign on
behalf of registrant)
14
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Paper (P)
Exhibit or
Number Description Electronic (E)
- ------ ----------- --------------
<S> <C> <C>
11 Computation of Earnings Per Share E
27 Financial Data Schedules E
</TABLE>
15
<PAGE> 1
EXHIBIT 11
FTD CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Three
Months Months
Ended Ended
March 31, March 31,
1996 1995
----------- -----------
(Unaudited) (Unaudited)
Primary Earnings Per Share:
- --------------------------
<S> <C> <C>
Net earnings (loss) applicable to common stock ($ 627) $1,451
======== ======
Average number of common shares outstanding 6,581 6,428
Common stock equivalents due to dilutive
affect of stock options and warrants 518 1,125
-------- ------
Total average number of common shares
outstanding 7,099 7,553
======== ======
Primary earnings (loss) per share ($0.09) $ 0.19
======== ======
Fully Diluted Earnings Per Share:
Net earnings (loss) applicable to common stock ($ 627) $1,451
======== ======
Average number of common shares outstanding 6,581 6,428
Common stock equivalents due to dilutive affect
of stock options and warrants 518 1,125
-------- ------
Total average number of common shares outstanding 7,099 7,553
======== ======
Fully diluted earnings (loss) per share ($ 0.09) $ 0.19
======== ======
</TABLE>
<PAGE> 2
EXHIBIT 11
FTD CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(In thousands except per share data)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
March 31, March 31,
1996 1995
--------- ---------
(Unaudited) (Unaudited)
<S> <C> <C>
Primary Earnings Per Share:
Net earnings (loss) applicable to common stock ($ 3,591) $ 1,777
======== =======
Average number of common shares outstanding 6,560 6,421
Common stock equivalents due to dilutive affect of
stock options and warrants 518 1,125
-------- -------
Total average number of common shares outstanding 7,078 7,546
======== =======
Primary earnings (loss) per share ($ 0.51) $ 0.24
======== =======
Fully Diluted Earnings Per Share:
Net earnings (loss) applicable to common stock ($ 3,591) $ 1,777
======== =======
Average number of common shares outstanding 6,560 6,421
Common stock equivalents due to dilutive affect of
warrants 518 1,125
------- -------
Total average number of common shares outstanding 7,078 7,546
======== =======
Fully diluted earnings (loss) per share ($ 0.51) $ 0.24
======== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) FTD
CORPORATION MARCH 31, 1996 FINANCIAL STATEMENTS 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-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 20,638
<SECURITIES> 0
<RECEIVABLES> 32,384
<ALLOWANCES> 1,232
<INVENTORY> 11,875
<CURRENT-ASSETS> 74,577
<PP&E> 51,113
<DEPRECIATION> 12,893
<TOTAL-ASSETS> 202,962
<CURRENT-LIABILITIES> 68,923
<BONDS> 97,705
0
0
<COMMON> 66
<OTHER-SE> 32,235
<TOTAL-LIABILITY-AND-EQUITY> 202,962
<SALES> 49,758
<TOTAL-REVENUES> 127,195
<CGS> 33,931
<TOTAL-COSTS> 79,505
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,215
<INCOME-PRETAX> (4,680)
<INCOME-TAX> (1,071)
<INCOME-CONTINUING> (3,591)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,591)
<EPS-PRIMARY> (0.51)
<EPS-DILUTED> (0.51)
</TABLE>
