SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended September 30, 1998
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ______________ to ________________
Commission File Number 1-7258
TANDYCRAFTS, INC.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-1475224
- ----------------------------------------------------------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
1400 Everman Parkway, Fort Worth, Texas 76140
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(817) 551-9600
- -----------------------------------------------------------------------------
(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___.
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Shares outstanding as of October 31, 1998
- ----------------------------- -----------------------------------------
Common Stock, $1.00 par value 12,245,128
TANDYCRAFTS, INC.
Form 10-Q
Quarter Ended September 30, 1998
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
Item Page No.
- ---- --------
1. Condensed Consolidated Financial Statements.................. 3-8
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................ 8-13
PART II - OTHER INFORMATION
6. Exhibits and Reports on Form 8-K............................. 14
Signatures................................................... 15
PART I
------
Item 1. Financial Statements
--------------------
TANDYCRAFTS, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30,
-------------------------------
1998 1997
------------ ------------
Net sales $ 51,065 $ 55,359
------------ ------------
Operating costs and expenses:
Cost of goods sold 34,791 35,834
Selling, general and administrative 13,077 15,932
Depreciation and amortization 1,079 1,270
------------ ------------
Total operating costs and expenses 48,947 53,036
------------ ------------
Operating income 2,118 2,323
Interest expense, net 492 862
------------ ------------
Income before provision for income taxes 1,626 1,461
Provision for income taxes 618 512
------------ ------------
Net income $ 1, 008 $ 949
============ ============
Net income per share - basic and diluted $ 0.08 $ 0.08
============ ===========
Weighted average common shares:
Basic 12,472 12,626
Diluted 12,475 12,636
TANDYCRAFTS, INC.
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
September 30, June 30,
1998 1998
------------ -----------
ASSETS
Current assets:
Cash $ 913 $ 1,216
Trade accounts receivable, net of, allowance
For doubtful accounts of $2,901 and
$2,755, respectively 26,332 28,086
Inventories 47,123 45,990
Other current assets 7,996 7,785
------------ -----------
Total current assets 82,364 83,077
------------ -----------
Property and equipment, at cost 47,875 46,327
Accumulated depreciation (24,211) (23,441)
------------ -----------
Property and equipment, net 23,664 22,886
------------ -----------
Other assets 6,773 6,929
Goodwill 37,548 37,799
------------ -----------
$ 150,349 $ 150,691
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable 12,031 12,155
Accrued liabilities and other 10,720 12,520
------------ -----------
Total current liabilities 22,751 24,675
------------ -----------
Long-term debt 35,910 34,230
Deferred income taxes 2,822 2,822
Stockholders' equity:
Common stock, $1 par value, 50,000,000
shares authorized, 18,527,988 shares issued 18,528 18,528
Additional paid-in capital 20,544 20,545
Retained earnings 73,082 72,074
Cost of stock in treasury, 6,201,052 shares
and 5,917,419 shares, respectively (23,288) (22,183)
------------ -----------
Total stockholders' equity 88,866 88,964
------------ -----------
$ 150,349 $ 150,691
============ ===========
TANDYCRAFTS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended September 30,
-------------------------------
1998 1997
------------ -----------
Net cash flows from operating activities $ 729 $ (4,550)
---------- -----------
Cash flows from investing activities:
Additions to property and equipment, net (1,606) (1,161)
---------- -----------
Net cash used for investing activities (1,606) (1,161)
---------- -----------
Cash flows from financing activities:
Sales of treasury stock to employee benefit
program, net - 319
Purchases of treasury stock (1,106) -
Borrowings under bank credit facility, net 1,680 5,010
---------- -----------
Net cash provided by financing activities 574 5,329
---------- -----------
Increase (decrease) in cash (303) (382)
Balance, beginning of period 1,216 1,005
---------- -----------
Balance, end of period $ 913 $ 623
========== ===========
TANDYCRAFTS, INC.
Condensed Consolidated Statement of Stockholders' Equity
(Dollars in thousands)
(Unaudited)
<TABLE><S><C>
Additional
Common paid-in Retained Treasury
stock capital earnings stock Total
-------- -------- -------- -------- --------
Balance, June 30, 1998 $ 18,528 $ 20,545 $ 72,074 $(22,183) $ 88,964
Purchase of 283,633 shares of
treasury stock - (1) - (1,105) (1,106)
Net income for three months ended
September 30, 1998 - - 1,008 - 1,008
-------- -------- -------- -------- --------
Balance, September 30, 1998 $ 18,528 $ 20,544 $ 73,082 $(23,288) $ 88,866
======== ======== ======== ======== ========
</TABLE>
TANDYCRAFTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary for a fair statement
of the Company's financial position as of September 30, 1998 and June 30, 1998,
and the results of operations and cash flows for the three-month periods ended
September 30, 1998 and September 30, 1997. The results of operations for the
three-month periods ended September 30, 1998 and 1997 are not necessarily
indicative of the results to be expected for the full fiscal year. The
condensed consolidated financial statements should be read in conjunction with
the financial statement disclosures contained in the Company's 1998 Annual
Report to Stockholders.
NOTE 2 - INVENTORIES
The components of inventories at September 30, 1998 consisted of the following
(in thousands):
Merchandise held for sale $ 34,819
Raw materials and work-in-process 12,304
---------
$ 47,123
=========
NOTE 3 - EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average common shares outstanding. Since the
Company has no outstanding preferred stock, income available to shareholders is
equal to the Company's net income. Diluted earnings per share is computed by
dividing the income available to shareholders by the weighted-average common
share and potentially dilutive common shares outstanding during the period. For
the three-month period ending September 30, 1998, the number of weighted average
shares and potentially dilutive shares is as follows (in thousands):
Three Months Ended
1998 1997
------- -------
Weighted average shares - basic 12,472 12,626
Equivalent shares 3 10
------- -------
Total weighted average common
shares and potentially
dilutive shares - diluted 12,475 12,636
======= =======
NOTE 4 - SHARE REPURCHASE PROGRAM
In September 1998, the Company's Board of Directors authorized a common share
repurchase program that provides for the Company to purchase, in the open market
and through negotiated transactions, up to $2 million of the Company's
outstanding common stock. As of September 30, 1998, the Company has repurchased
approximately 143,000 shares for an aggregate purchase price of $496,500.
NOTE 5 - ACCOUNTS RECEIVABLE SECURITIZATION
The Company utilizes a revolving trade accounts receivable securitization
program to sell without recourse, through a wholly-owned subsidiary, certain
trade accounts receivable. Under the program, the maximum amount allowed to be
sold at any given time through September 30, 1998, was $12,000,000.
The maximum amount of receivables that can be sold is seasonally adjusted. At
September 30, 1998, the amount of trade accounts receivable outstanding which
had been sold approximated $5,558,541. The proceeds from the sales were used to
reduce borrowings under the Company's revolving credit facility. Costs of the
program, which primarily consist of the purchaser's financing cost of issuing
commercial paper backed by the receivables, totaled $61,700 for the three months
ended September 30, 1998, and are included in SG&A expense in the accompanying
Consolidated Statements of Operations. The Company, as agent for the purchaser
of the receivables, retains collection and administrative responsibilities for
the purchased receivables.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- ------ -----------------------------------------------------------------------
of Operations
-------------
GENERAL
Tandycrafts, Inc. ("Tandycrafts" or the "Company") markets consumer
products through four distinct product-related operating divisions: Frames and
Wall Decor, Leather and Crafts, Office Supplies, and Novelties and Promotional.
The Company's products are marketed and sold through various channels, including
direct-to-consumer (e.g., retail stores, mail order, the Internet) and wholesale
distribution (e.g., direct sales force, telemarketing and outside sales
representatives).
Certain statements in this discussion, other filings with the Securities
and Exchange Commission and other Company statements are not historical facts
but are forward-looking statements. The words "believes," "expects,"
"estimates," "projects," "plans," "could," "may," "anticipates," or the negative
thereof or other variations or similar terminology, or discussions of strategies
or plans identify forward-looking statements. These forward-looking statements
reflect the Company's reasonable judgments with respect to future events and are
subject to risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
include, but are not limited to, the Company's ability to reduce costs through
the consolidation of certain operations, customers' willingness, need, demand
and financial ability to purchase the Company's products, new business
opportunities, the successful development and introduction of new products and
the successful development of new retail stores, the successful implementation
of new information systems, the development of direct import programs and
foreign manufacturing facilities, relationships with key customers,
relationships with professional sports leagues and other licensors, the
possibility of players' strikes in professional sports leagues, price
fluctuations for commodities such as lumber, paper, leather and other raw
materials, seasonality of the Company's operations, effectiveness of promotional
activities, changing business strategies and intense competition in retail
operations. Additional factors include economic conditions such as interest
rate fluctuations, consumer debt levels, changing consumer demand and tastes,
competitive products and pricing, availability of products, inventory risks due
to shifts in market demand, regulatory and trade environment and other factors
or risks.
The following table presents selected financial data for each of the Company's
four product divisions for the three-month periods ended September 30, 1998 and
1997 (in thousands):
<TABLE><S><C>
Three Months Ended September 30,
----------------------------------------------
1998 1997 % Increase (Decrease)
--------------------- --------------------- --------------------
Operating Operating Operating
Income Income Income
Sales (loss) Sales (loss) Sales (loss)
-------- --------- -------- --------- -------- --------
Frames and Wall Decor $ 26,382 $ 3,365 $ 20,340 $ 1,992 29.7% 68.9%
Leather and Crafts 9,426 (549) 11,504 123 (18.1) (546.3)
Office Supplies 11,065 651 10,599 603 4.4 8.0
Novelties and Promotional 4,192 (19) 5,989 479 (30.0) (104.0)
-------- -------- -------- --------- ------ ------
51,065 3,448 48,432 3,197 5.4 7.9
Divested operations - - 6,927 (180) (100.0) 100.0
-------- -------- -------- --------- ------ ------
Total operations, excluding
corporate $ 51,065 $ 3,448 $ 55,359 $ 3,017 (7.8)% 14.3%
======== ======== ======== ========= ====== ======
</TABLE>
RESULTS OF OPERATIONS
For the quarter ended September 30, 1998, consolidated net sales decreased
$4,294,000, or 7.8%, while operating income, excluding corporate, increased
$431,000, or 14.3%, compared to the same period last year. Excluding the
results of divested operations, net sales increased $2,633,000, or 5.4%, and
operating income increased $251,000, or 7.9%. Discussions relative to each of
the Company's four product divisions are set forth below.
Frames and Wall Decor
The Frames and Wall Decor division achieved a net sales increase of $6,042,000,
or 29.7%, compared to the quarter ended September 30, 1997. Frame sales
increased $3,569,000, or 25.4%, due to the addition of new customers and new
products, while framed art sales increased $2,269,000, or 39.4%, primarily from
increased sales to existing customers.
Operating income for the Frames and Wall Decor division increased $1,373,000, or
68.9%, compared to the quarter ended September 30, 1997. Gross margin as a
percent of sales increased one percentage point due to improved operating
efficiencies and decreases in lumber prices from the prior year quarter.
Selling, General and Administrative ("SG&A") expenses increased $500,000, or
18.2%. SG&A expenses as a percent of sales, however, decreased to 12.3% in the
current quarter from 13.5% in the same quarter last year.
Leather and Crafts
Sales for the Leather and Crafts division decreased $2,078,000, or 18.1%,
compared to the same quarter last year. Retail sales decreased $1,678,000, or
18.7%, due to the closure of forty-one unprofitable stores since September 1996
and same-store sales decreases of 3.1%. Wholesale sales decreased $400,000, or
15.8%, primarily as a result of exiting an unprofitable line of business.
This division experienced an operating loss of $549,000 for the quarter ended
September 30, 1998 compared to income of $123,000 for the same quarter last
year. Gross margin as a percent of sales decreased 5.5 percentage points
primarily as a result of leather and discontinued merchandise promotions and
decreased efficiencies at the manufacturing level due to the decrease in sales
levels. SG&A expenses decreased $822,000, or 15.7%, from the prior year
quarter; however, SG&A as a percent of sales increased slightly due to the
decrease in sales.
Office Supplies
Sav-On Office Supplies achieved a $466,000, or 4.4%, increase in net sales
compared to the same quarter last year, with same-store sales increasing 1.7%.
The same-store sales gain is primarily attributable to a strong back-to-school
season. Sales were also impacted by two stores which were opened during this
quarter last year being open for a full quarter in the current year and two
stores opened in the second quarter of fiscal 1998.
Sav-On's operating income increased $48,000, or 8.0%, for the quarter ended
September 30, 1998 compared to the same quarter last year. Gross profit
decreased $48,000 and decreased 2.0 points as a percent of sales due to a change
in sales mix, with lower-margin equipment and promotional merchandise comprising
a larger percentage of total sales. SG&A expenses decreased $76,000, or 2.3%,
compared to the prior year quarter due to more efficient advertising. SG&A
expenses as a percent of sales decreased to 28.6% from 30.6% in the prior year
quarter.
Novelties and Promotional
Net sales for the Novelties and Promotional division decreased $1,797,000, or
30.0%, compared to the same quarter last year. The decrease in net sales
reflects a generally weaker market for sports-licensed novelty products, with
weaker "hot market" sales, as well as a conscious effort to reposition this
division's business to focus on larger, more profitable customers.
The Novelties and Promotional division had an operating loss of $19,000 for the
three months ended September 30, 1998 compared to income of $479,000 for the
same quarter last year. Gross margin as a percent of sales for this division
was flat with the prior year quarter; however, gross margin dollars decreased
$588,000, or 29.5%, due to the decrease in sales. SG&A expenses decreased
$120,000, or 8.4%, compared to the prior year quarter primarily due to a
reduction in costs at Licensed Lifestyles.
Selling, general and administrative expenses
Consolidated selling, general and administrative expenses were 25.6% as a
percent of sales for the quarter ended September 30, 1998 compared to 28.8% for
the same quarter last year. In total dollars, selling, general and
administrative expenses decreased $2,855,000, or 17.9%, when compared to the
same quarter last year. This decrease was primarily due to the reduction of
expenses related to those companies divested during fiscal 1998 and to tighter
expense controls established throughout the Company.
Depreciation and amortization
Consolidated depreciation and amortization decreased $191,000, or 15.0%, for the
quarter ended September 30, 1998 compared to the quarter ended September 30,
1997. The decrease is due primarily to businesses divested during fiscal 1998.
Interest expense, net
Net interest expense decreased $370,000, or 42.9%, for the quarter ended
September 30, 1998 compared to the same quarter last year. The decrease in net
interest expense is primarily due to $170,000 of interest income and to lower
average borrowings during the current quarter.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity have come from cash flows from
operations and borrowings under the Company's revolving credit facility. These
funds have been used primarily for capital expenditures and to repurchase the
Company's common stock.
During the quarter ended September 30, 1998, cash decreased $303,000. Cash
provided by operating activities of $729,000 primarily resulted from operating
income and a decrease in receivables, partially offset by an increase in
inventories related mainly to the seasonal building of inventory for the holiday
season and a decrease in accrued expenses resulting from the payment of fiscal
1998 year-end bonuses. Cash used for investing activities of $1,606,000
resulted from capital expenditures for property and equipment. Cash of
approximately $574,000 was provided by financing activities, through increased
borrowings under the Company's revolving credit facility, partially offset by
cash used to purchase the Company's common stock.
The Company has a $50 million revolving credit facility with a group of banks.
The credit facility is a two-year revolving line of credit renewable annually.
Effective September 30, 1997, the Company's revolving credit facility was
renewed by its banks and the maturity was extended through October 31, 1999.
Effective November 9, 1998, the revolving credit facility was amended to extend
the maturity to November 30, 1999, while the Company and the banks negotiate a
new credit facility. The Company expects to finalize the new facility by
November 30, 1998 on essentially the same terms as the existing facility. The
Company currently estimates that its cash flow from operations will enable the
Company to operate within the commitment amount on a continuing basis. Actual
results may differ from this forward-looking projection, see risk factors
discussed herein.
Effective November 3, 1997, the Company entered into an Interest Rate Swap
Agreement with its primary bank in which a $20,000,000 notional amount of
floating rate debt at LIBOR was swapped for a fixed rate of 6.01%. The Swap
Agreement has a three-year term and is being accounted for as a hedge by the
Company. The transaction was executed to hedge interest rate risk on the
Company's interest obligation associated with a portion of its revolving credit
facility, and to change the nature of the liability from a variable to a fixed
interest obligation. At September 30, 1998, the Company would have had to pay
approximately $530,000 to terminate the interest rate swap. This amount was
obtained from the counterparties and represents the fair market value of the
Swap Agreement.
The Company also utilizes a revolving trade accounts receivable securitization
program to sell without recourse, through a wholly-owned subsidiary, certain
trade accounts receivable. Under the program, the maximum amount allowed to be
sold at any given time through September 30, 1998, was $12,000,000.
The maximum amount of receivables that can be sold is seasonally adjusted. At
September 30, 1998, the amount of trade accounts receivable which had been sold
approximated $5,558,541. The proceeds from the sales were used to reduce
borrowings under the Company's revolving credit facility. Costs of the program,
which primarily consist of the purchaser's financing cost of issuing commercial
paper backed by the receivables, totaled $61,700 for the three months ended
September 30, 1998, and are included in SG&A expense in the accompanying
Consolidated Statements of Operations. The Company, as agent for the purchaser
of the receivables, retains collection and administrative responsibilities for
the purchased receivables.
In September 1998, the Company's Board of Directors authorized a common share
repurchase program that provides for the Company to purchase, in the open market
and through negotiated transactions, up to $2 million of the Company's
outstanding common stock. As of September 30, 1998, the Company has repurchased
approximately 143,000 shares for an aggregate purchase price of $496,500.
Cash of approximately $1,606,000 was used for capital expenditures during the
quarter ended September 30, 1998. Planned capital expenditures for the
remainder of fiscal 1999 approximate $7,647,000 and are primarily targeted for
investments in the Frames and Wall Decor division and investments in information
systems. Management believes that the Company's current cash position, its cash
flows from operations and available borrowing capacity will be sufficient to
fund its current operations, capital expenditures and current growth plans.
Actual results may differ from this forward-looking projection, see risk factors
discussed herein.
THE YEAR 2000
The Company has conducted a comprehensive review of its computer and operating
systems to identify the systems that could be affected by the "Year 2000" issue
and has developed an implementation plan to address the issues. These plans
include converting to new financial information systems at several operating
units, including the entire Leather and Crafts division and The Magee Company
(within the Frames and Wall Decor division), in addition to less significant
upgrades of current software at other operations. The Company has completed its
system requirements study and is currently in the implementation stage with a
target completion date of June 30, 1999. Management believes this
implementation plan will not pose significant operational problems for the
Company. The Company currently estimates the cost of the implementation plan to
range from $1,500,000 to $2,000,000 and believes that its cash flows from
operations and available borrowing capacity will be sufficient to fund the plan.
The Company is currently focusing its available resources on implementation of
the new information systems and does not currently have contingency plans in
place for those operations requiring new systems. However, should it later
become apparent that for unforeseen reasons the Company will not be able to
complete the implementations by June 30, 1999, viable alternatives will be
explored. The Company has, and will continue to communicate with its suppliers,
key customers, financial institutions and others with which it does business to
coordinate Year 2000 conversions. Progress reports on the Year 2000 project are
presented periodically to the Company's Board of Directors.
Although there can be no assurances that the Company will be able to complete
the system implementations by the June 30, 1999 target completion date or that
it will be able to identify all Year 2000 issues before problems arise,
management believes it is taking adequate action to address the Year 2000 issue.
Actual results may differ from the forward-looking statements contained in this
discussion. Risks associated with these forward-looking statements include the
Company's ability to retain key personnel; breach of warranties,
representations, assurances or statements given to the Company by its software
vendors, suppliers and customers; the Company's ability to identify all Year
2000 issues and other such risk factors.
CONTINGENCIES
A former subsidiary of the Company, which was spun-off in 1978, filed for
Chapter 11 protection under the federal bankruptcy code in January 1996. As
part of the bankruptcy proceedings, the former subsidiary has rejected certain
store leases which were originated prior to the spin-off and for which the
Company was allegedly a guarantor. An accrual for claims associated with the
alleged guarantees on leases rejected as of September 30, 1998 has been
established. Based on the information presently available, management believes
the amount of the accrual at September 30, 1998 is adequate to cover the
liability the Company may incur under the alleged guarantees.
In October 1998, the Company was informed that Cargo Furniture and Accents, a
former subsidiary of the Company, had obtained a financial advisor for the
purpose of actively pursuing additional investment capital from several sources
to expedite the chain's conversion of their mall-based furniture stores to their
new, higher performing Cargo Collection Store concept. To date, Cargo has
opened eight of the Cargo Collection Stores and has seen promising results from
these stores. However, due to Cargo's limited capital resources and the poor
performance of their mall-based stores, Cargo has determined that it does not
have the capital necessary to accelerate the conversion process. Due to
Tandycrafts' existing financial interest in Cargo, including a guaranty of
Cargo's term loan in the amount of $2,644,000 and amounts due the Company from
Cargo totaling $1,400,000, Cargo's management approached the Company concerning
it's willingness to provide the additional investment capital. The Company is
currently evaluating Cargo's request.
TANDYCRAFTS, INC.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- ------- ---------------------------------
Exhibits Description
-------- ----------------------------------
27 Financial Data Schedule
Reports on Form 8-K:
The Company filed a Current Report on Form 8-K, dated November
4, 1998, which included the contents of a press release
announcing the unaudited results of operations for the three-
month period ended September 30, 1998.
TANDYCRAFTS, INC.
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.
TANDYCRAFTS, INC.
(Registrant)
Date: November 10, 1998 By:/s/Michael J. Walsh
---------------------------
Michael J. Walsh
President, Chief Executive Officer
and Director
Date: November 10, 1998 By:/s/James D. Allen
---------------------------
James D. Allen
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Tandycrafts,
Inc's September 30, 1998 Form 10-Q and is qualified in its entirety by reference
to such Form 10-Q filing.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 913
<SECURITIES> 0
<RECEIVABLES> 29,233
<ALLOWANCES> 2,901
<INVENTORY> 47,123
<CURRENT-ASSETS> 82,364
<PP&E> 47,875
<DEPRECIATION> 24,211
<TOTAL-ASSETS> 150,349
<CURRENT-LIABILITIES> 22,751
<BONDS> 0
0
0
<COMMON> 18,528
<OTHER-SE> 70,338
<TOTAL-LIABILITY-AND-EQUITY> 150,349
<SALES> 51,065
<TOTAL-REVENUES> 51,065
<CGS> 34,791
<TOTAL-COSTS> 48,947
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 492
<INCOME-PRETAX> 1,626
<INCOME-TAX> 618
<INCOME-CONTINUING> 1,008
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,008
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</TABLE>
