DIAMOND HOME SERVICES INC
10-Q, 1996-08-14
GENERAL BLDG CONTRACTORS - RESIDENTIAL BLDGS
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                                     FORM 10 - Q

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

         (Mark One)

          [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)      
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarterly Period Ended June 30, 1996

                                         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 0-20829

                             DIAMOND HOME SERVICES, INC.
               (Exact name of registrant as specified in its charter)

                    DELAWARE                          36-3886872
         (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)          Identification No.)

                    222 Church Street, Woodstock, Illinois 60098
            (Address of principal executive offices, including zip code)

                                   (815) 334-1414
                (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 ( ) No (X)

     Indicate the number of shares outstanding of each of the issuer's classes
     of Common Stock, as of the latest practicable date:  9,074,900 shares of
     Common Stock outstanding as of July 31, 1996.


                            PART I. FINANCIAL INFORMATION


     ITEM 1. FINANCIAL STATEMENTS

     <TABLE>        DIAMOND HOME SERVICES, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Unaudited)
     <CAPTION>
                                       Three Months Ended     Six Months Ended
                                            June 30,              June 30,
                                        1996       1995        1996       1995
                                        (In thousands, except per share data)
     <S>                               <C>       <C>          <C>       <C>
     Net sales . . . . . . . . . .     $41,389   $31,134      $68,482   $53,496
     Cost of sales . . . . . . . .      22,841    17,982       38,134    31,078
     Gross profit  . . . . . . . .      18,548    13,152       30,348    22,418

     Operating expenses:

     Selling, general, and
       administrative expense  . .      14,974    11,348       25,906    20,232
     Operating interest expense  .         212         -          234         -
     Amortization expense  . . . .         129       124          261       250
     Operating income  . . . . . .       3,233     1,680        3,947     1,936
     Interest expense, net . . . .          30       152           96       338
     Income before income taxes  .       3,203     1,528        3,851     1,598
     Income tax provision  . . . .       1,284       634        1,583       705
     Net income  . . . . . . . . .      $1,919      $894       $2,268      $893

     Income Per Share  . . . . . .        $.30      $.14         $.36      $.14

     Weighted average number of
       common shares and
       equivalent outstanding  . .       6,408     6,250        6,330     6,250

     See accompanying notes.
     </TABLE>


     <TABLE>
                    DIAMOND HOME SERVICES, INC. AND SUBSIDIARIES

                        CONDENSED CONSOLIDATED BALANCE SHEETS
     <CAPTION>
                                                        June 30,   December 31,
                                                          1996         1995
                                                       (Unaudited)
                                                           (In thousands)
     <S>                                                 <C>          <C>
     ASSETS
     Current assets:
       Cash and cash equivalents . . . . . . . . . .     $10,546      $4,715
       Accounts receivable . . . . . . . . . . . . .       6,598       3,389
       Finance company accounts receivable . . . . .      16,382         542
       Prepaids and other current assets . . . . . .         746         567
       Deferred Income Taxes . . . . . . . . . . . .       1,059         404
     Total current assets  . . . . . . . . . . . . .      35,331       9,617
     Net property and equipment  . . . . . . . . . .       1,523       1,437
     Intangible assets, net  . . . . . . . . . . . .      17,178      17,395
     Deferred income taxes . . . . . . . . . . . . .         887       1,051
     Other . . . . . . . . . . . . . . . . . . . . .       1,229         643
     Total assets  . . . . . . . . . . . . . . . . .     $56,148     $30,143

                     LIABILITIES AND COMMON STOCKHOLDERS' EQUITY

     Current liabilities:
       Accounts payable and accrued liabilities  . .     $16,550     $13,077
       Due to stockholders . . . . . . . . . . . . .         554       1,354
       Income taxes  . . . . . . . . . . . . . . . .         206           -
     Total current liabilities . . . . . . . . . . .      17,310      14,431
     Long-term liabilities:
       Warranty and retention  . . . . . . . . . . .       5,578      4,617 
       Due to stockholders . . . . . . . . . . . . .       1,275       4,862
     Total long-term liabilities . . . . . . . . . .       6,853       9,479
     Preferred stock, at redemption price  . . . . .           -       1,400
     Common stockholders' equity . . . . . . . . . .      31,985       4,833
     Total liabilities and common
       stockholders' equity  . . . . . . . . . . . .     $56,148     $30,143


     See accompanying notes.
     </TABLE>

     <TABLE>
                    DIAMOND HOME SERVICES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
     <CAPTION>
                                                       Six Months Ended June 30
                                                            (In thousands)
                                                             1996      1995
                                                             ----      ----
     <S>                                                   <C>       <C>
     Operating activities:
     Net income  . . . . . . . . . . . . . . . . . .       $ 2,268   $  893 
     Adjustments to reconcile net income
       to net cash provided by (used in)
       operating activities:
       Depreciation and amortization . . . . . . . .           350      349 
       Deferred income taxes . . . . . . . . . . . .          (491)    (128)
       Changes in operating assets and liabilities:
         Accounts receivable and other assets  . . .        (3,974)    (886)
         Accounts payable and accrued expenses . . .         3,679    1,538 
       Warranty and retention  . . . . . . . . . . .           961    1,068 
       Net cash provided by (used in) operating
         activities  . . . . . . . . . . . . . . . .         2,793    2,834 
     Investing activities:
       Consumer finance loans originated . . . . . .       (18,825)       - 
       Consumer finance loans repaid . . . . . . . .         2,985        - 
       Capital expenditures(219)(525)
       Net cash used in investing activities . . . .       (16,059)    (525)
     Financing activities:
       Issuance of Common Stock, net of
          offering expenses  . . . . . . . . . . . .        33,484        - 
       Common Stock dividend . . . . . . . . . . . .        (8,600)       - 
       Preferred Stock redemption  . . . . . . . . .        (1,400)       - 
       Borrowings (Repayment) on bank line of
         credit, net . . . . . . . . . . . . . . . .              -  (2,883)
       Payments due to stockholders  . . . . . . . .        (4,387)    (306)
       Net cash provided by (used in)
         financing activities  . . . . . . . . . . .        19,097   (3,189)
       Net increase (decrease) in cash and
         cash equivalents  . . . . . . . . . . . . .         5,831     (880)
       Cash and cash equivalents at beginning
         of period . . . . . . . . . . . . . . . . .         4,715    5,048 
       Cash and cash equivalents at end
         of period . . . . . . . . . . . . . . . . .       $10,546   $4,168 

     Supplemental cash flow disclosure:
       Interest paid . . . . . . . . . . . . . . . .          $738      $94 
       Income taxes paid . . . . . . . . . . . . . .        $1,883     $934 

     See accompanying notes.
     </TABLE>


                    DIAMOND HOME SERVICES, INC. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
                         (TABULAR AMOUNTS ARE IN THOUSANDS)

     1.    BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial
     statements have been prepared in accordance with generally accepted
     accounting principles for interim financial information and Article 10 of
     Regulation S-X. Accordingly, they do not include all of the information
     and footnotes required by generally accepted accounting principles for
     complete financial statements. In the opinion of management, all
     adjustments (consisting of normal recurring accruals) considered necessary
     for a fair presentation have been included. Operating results for the
     three-month and six-month periods ended June 30, 1996 are not necessarily
     indicative of the results that may be expected for the year ending
     December 31, 1996. For further information, refer to the consolidated
     financial statements included in the Company's Registration Statement on
     Form S-1, as amended, dated June 19, 1996.

          The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and accompanying  notes.  Actual results could differ from those
     estimates. 

     2.    SIGNIFICANT ACCOUNTING POLICIES

          Credit participation fees paid by Sears and its affiliates are
     recognized in the period the receivables are placed with Sears and its
     affiliates, without recourse to the Company, utilizing the discounted
     present value of the contractual payment stream. Approximately 71% of the
     total credit participation fee earned is received in cash during the first
     three years. 

     3.    CONSUMER FINANCING

          The Company's consumer finance subsidiary, Marquise Financial, began
     operations on November 20, 1995. Marquise Financial provides consumer
     financing through direct consumer loans to customers of the Company.
     Finance receivables are payable through monthly installments and may be
     secured or unsecured. Marquise Financial's first billings for monthly
     installments to consumers occurred on January 9, 1996. Interest income
     from finance receivables is recognized using the interest method. Accrual
     of interest income on finance receivables is suspended when a loan is
     contractually delinquent for 90 days or more and resumes when the loan
     becomes contractually current. No interest income was recorded during
     1995. Provisions for credit losses are charged to income in amounts
     sufficient to maintain the allowance at a level considered adequate to
     cover the losses of principal and interest in the existing portfolio. It
     is Marquise Financial's policy to charge-off finance receivables when they
     are 210 days past due.

          The following summarized condensed financial information for Marquise
     Financial is before eliminations of intercompany transactions in
     consolidation:

     <TABLE>
     <CAPTION>
                                                      June 30,   December 31,
                                                         1996        1995
                                                         ----        ----
     <S>                                               <C>           <C>
     ASSETS:
       Cash  . . . . . . . . . . . . . . . . . . .     $   604          - 
       Financing receivables . . . . . . . . . . .      16,382       $542 
       Other current assets  . . . . . . . . . . .          58         95 
       Intangibles, net  . . . . . . . . . . . . .         142        122 
                                                       $17,717       $669 

     LIABILITIES AND STOCKHOLDER'S EQUITY:
       Due to Diamond  . . . . . . . . . . . . . .     $17,545       $442 
       Other . . . . . . . . . . . . . . . . . . .          52          3 
       Total Liabilities . . . . . . . . . . . . .      17,597        445 
       Total stockholder's equity  . . . . . . . .         120        224 
       Total liabilities and stockholder's equity      $17,717       $669 

     Results of operations for the three months ended and six months ended
     June 30, 1996, respectively:

       Financing income  . . . . . . . . . . . . .        $454       $493 
       General and administrative expenses . . . .         490        667 
       Loss before tax benefit . . . . . . . . . .         (36)      (174)
       Income tax benefit  . . . . . . . . . . . .          15         70 
       Net loss  . . . . . . . . . . . . . . . . .         $21       $104 

     Cash flow for the six months ended June 30, 1996:

       Net cash used in operating activities . . .                  ($104)
       Net cash used in investing activities . . .                (16,444)
       Net cash provided by financing activities .                 17,152 
       Cash at June 30, 1996 . . . . . . . . . . .                   $604 

     </TABLE>

     4.   STOCK OPTIONS

          The Company has reserved 620,000 shares of Common Stock in respect to
     the 1996 Incentive Stock Option Plan. On June 19, 1996, the Company issued
     270,000 options to purchase Common Stock at an exercise price of $13 per
     share.  At June 30, 1996, 67,500 options to purchase Common Stock were
     exercisable.  At June 30, 1996, no options to purchase Common Stock were
     exercised or cancelled.

     5.   COMMON STOCK OFFERING

          In June 1996, the Company issued 2,824,950 shares of common stock
     (including underwriters' over-allotment option) at $13 per share in its
     initial public offering. Proceeds from the offering, net of underwriting
     commissions and related expenses totaling $3.3 million, were $33.5
     million. Following the offering, the Company had 9,074,900 common shares
     issued and outstanding.

          A portion of the offering proceeds were used to pay a $8.6 million
     special dividend to pre-offering stockholders.


     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

     RESULTS OF OPERATIONS

     SECOND QUARTER 1996 COMPARED TO SECOND QUARTER 1995

     Net sales

          Net sales increased $10.3 million, or 32.9%, from $31.1 million for
     the second quarter 1995 to $41.4 million for the second quarter 1996.
     Approximately 53.8% of the increase in net sales was attributable to
     roofing and gutter products and services, net sales of which increased
     $5.5 million to $25.8 million for the second quarter 1996. Approximately
     30.0% of the increase in net sales was attributable to fencing products
     and services, net sales of which increased $3.1 million to $9.5 million
     for the second quarter 1996. Approximately 6.3% of the increase in net
     sales was attributable to garage door and entry door products and
     services, net sales of which increased $640 thousand to $5.1 million for
     the second quarter of 1996. The balance, 9.9% of the increase in net
     sales, was due to credit participation fee income of $559 thousand from
     Sears and its affiliates , which was payable beginning January 1, 1996, on
     installed sales financed by Sears and its affiliates during the quarter,
     and interest income of $454 thousand on receivables financed by the
     Company's newly-formed consumer finance subsidiary, Marquise Financial. 
     The second quarter increases in net sales were due primarily to an
     increase in the number of installations as the Company increased the
     average number of its sales associates during the comparative periods from
     600 to 698 and, to a lesser extent, increased selling prices; and, new in
     1996, credit participation fee and finance income.

     Gross Profit

          Gross profit increased $5.4 million, or 41.0%, from $13.1 million, or
     42.2% of net sales, for the second quarter 1995 to $18.5 million, or 44.8%
     of net sales, for the second quarter 1996. The increased gross profit
     resulted from an increased number of installations, increase in balance of
     sales to higher margin products and services, primarily fencing, the
     credit participation fee income from Sears and its affiliates and interest
     income from Marquise Financial.  The license fee incurred to Sears
     increased $992 thousand, or 29.6%, from $3.4 million, or 10.8% of net
     installed sales, for the second quarter 1995 to $4.4 million, or 10.8% of
     net installed sales, for the second quarter 1996. The dollar increase in
     the license fee incurred to Sears for the second quarter 1996 was due to
     the increase in sales volume. Sears and the Company entered into a new
     three-year license agreement effective January 1, 1996. Among other
     things, the license agreement provides for a fixed license fee, at the
     March 1995 license fee rate, to be charged during the term of the license
     agreement. Gross profit before the Sears license fee, credit participation
     fee and interest income increased $5.4 million, or 32.6%, from $16.5
     million, or 53.0% of net sales, for the second quarter 1995 to $21.9
     million, or 54.2% of net sales, for the second quarter 1996. The unit
     costs of materials, installation labor and warranty expense remained
     relatively constant during the quarterly period. 

     Selling, General and Administrative Expenses

          Selling, general and administrative expenses increased $3.7 million,
     or 31.9%, from $11.3 million in the second quarter 1995 to $15.0 million
     in the second quarter 1996 and, as a percentage of net sales, decreased
     from 36.4% to 36.2%. The dollar increase in selling, general and
     administrative expenses resulted primarily from expenses associated with
     increased sales volume, the increased number of sales associates and
     expenses related to the hiring of personnel to support the expansion of
     the infrastructure of the Company's core sales and installation business
     including the expansion of Marquise Financial. Direct advertising expense
     increased $491 thousand, or 28.6%, from $1.7 million for the second
     quarter 1995 to $2.2 million for the second quarter 1996; as a percentage
     of net sales, however, direct advertising expense decreased from 5.5% for
     the second quarter 1995 to 5.3% for the second quarter 1996, reflecting
     improved utilization of sales leads primarily due to the increase in sales
     associates.  Selling commission expense increased $892 thousand, or 27.8%,
     from $3.2 million in the second quarter 1995 to $4.1 million in the second
     quarter 1996; as a percentage of net installed sales, however, selling
     commission expense decreased from 10.3% in the second quarter 1995 to 9.9%
     in the second quarter 1996. Sales representatives are compensated on a
     variable commission basis depending upon the type and gross profit of
     product sold. Performance-based compensation paid to officers and
     regional, sales and production managers increased  $342 thousand, or
     59.4%, from $576 thousand in the second quarter 1995 to $918 thousand in
     the second quarter 1996, primarily due to the increase in operating
     income. Management fees incurred to Globe increased from $146 thousand in
     the second quarter 1995 to $180 thousand in the second quarter 1996.  The
     management fee agreement between the Company and Globe was terminated June
     20, 1996. The balance of selling, general and administrative expenses,
     primarily sales lead-generation activities, administrative, field
     operations and Marquise Financial payrolls and related costs and general
     expenses, increased $1.9 million, or 32.8%, from $5.7 million, or 18.3% of
     net sales, in the second quarter 1995 to $7.6 million, or 18.3% of net
     sales, in the second quarter 1996. The dollar increase was primarily due
     to increased expenses relating to support personnel and services required
     to manage the Company's expanding infrastructure and captive finance
     subsidiary, Marquise Financial.

     Operating Interest Expense

          Operating interest expense was $212 thousand for the second quarter
     1996. Operating interest expense relates to bank borrowings required to
     finance a portion of Marquise Financial receivables.

     Amortization of Intangibles

          Amortization of intangibles increased from $124 thousand in the
     second quarter 1995 to $129 thousand in the second quarter 1996. The
     amortization expense relates primarily to goodwill incurred in connection
     with the September 1994 stock repurchase from management.

     Interest Expense, Net

          Net interest expense decreased $122 thousand from $152 thousand in
     the second quarter 1995 to $30 thousand in the second quarter 1996, as
     interest income from invested excess operating cash partially offset the
     interest expense related to the notes payable to certain of the Company's
     senior managers in connection with the September 1994 stock repurchase
     from management. $3.2 million of notes payable to senior managers was
     repaid in June 1996.

     Income Tax Provision

     The Company's income tax provision increased from $634 thousand, or an
     effective rate of 41.5%, for the second quarter 1995 to $1.3 million, or
     an effective rate of 40.1%, for the second quarter 1996. The difference in
     the effective income tax rate and the federal statutory rate (34%) is due
     primarily to amortization of intangibles which are not deductible for
     income tax purposes and the effect of state income taxes.

     Net Income

          The Company's net income increased $1.0 million from $894 thousand in
     the second quarter 1995 to $1.9 million in the second quarter 1996.

     FIRST SIX MONTHS 1996 COMPARED TO FIRST SIX MONTHS 1995

     Net Sales

          Net sales increased $15.0 million, or 28.0%, from $53.5 million for
     the first six months of 1995 to $68.5 million for the first six months of
     1996. Approximately 57.8% of the increase in net sales was attributable to
     roofing and gutter products and services, net sales of which increased
     $8.7 million to $44.7 million for the first six months of 1996.
     Approximately 28.8% of the increase in net sales was attributable to
     fencing products and services, net sales of which increased $4.3 million
     to $13.1 million for the first six months of 1996. Approximately 3.8% of
     the increase in net sales was attributable to garage door and entry door
     products and services, net sales of which increased $558 thousand to $9.3
     million for the first six months of 1996. The balance, 9.6% of the
     increase in net sales, was due to credit participation fee income of $941
     thousand from Sears and its affiliates, which was payable beginning
     January 1, 1996, on installed sales financed by Sears and its affiliates
     during the first six months, and interest income of $493 thousand on
     receivables financed by the Company's newly-formed consumer finance
     subsidiary, Marquise Financial. The increases in net sales were due
     primarily to an increase in the number of installations as the Company
     increased the average number of its sales associates during the
     comparative periods from 566 to 675 and increased selling prices in the
     first three months of the year; and, new in 1996, credit participation fee
     and finance income.

     Gross Profit

          Gross profit increased $7.9 million, or 35.4%, from $22.4 million, or
     41.9% of net sales, for the first six months of 1995 to $30.3 million, or
     44.3% of net sales, for the first six months of 1996. The increased gross
     profit resulted from an increased number of installations, increased
     selling prices in the first three months of the year, increase in balance
     of sales to higher margin products and services, primarily fencing, the
     credit participation fee from Sears and its affiliates and interest income
     from Marquise Financial, partially offset by the increase, in the first
     quarter 1996, in the Sears license fee. The license fee incurred to Sears
     increased $1.6 million, or 29.6%, from $5.5 million, or 10.3% of net
     installed sales, for the first six months 1995 to $7.1 million, or 10.6%
     of net installed sales, for the first six months of 1996. The increase in
     the license fee incurred to Sears for the first six months of 1996 was due
     to the increase in sales volume and an increase in the composite license
     fee rates related to the shift in balance of sales.  Sears and the Company
     entered into a new three-year license agreement effective January 1, 1996.
     Among other things, the license agreement provides for a fixed license
     fee, at the March 1995 license fee rate, to be charged during the term of
     the license agreement. Gross profit before the Sears license fee, credit
     participation fee and interest income increased $8.1 million, or 29.1%,
     from $27.9 million, or 52.2% of net sales, for the first six months of
     1995 to $36.1 million, or 53.8% of net sales, for the first six months of
     1996. The unit costs of materials, installation labor and warranty expense
     remained relatively constant during the first six month period.

     Selling, General and Administrative Expenses

               Selling, general and administrative expenses increased $5.7
     million, or 28.0%, from $20.2 million in the first six months 1995 to
     $25.9 million in the first six months 1996 and, as a percentage of net
     sales, remained constant at 37.8%.  The dollar increase in selling,
     general and administrative expenses resulted primarily from the expenses
     associated with the increased sales volume, the increased number of sales
     associates and expenses related to the hiring of personnel to support the
     expansion of the infrastructure of the Company's core sales and
     installation business including the expansion of Marquise Financial. 
     Direct advertising expense increased $556 thousand, or 17.6%, from $3.2
     million for the first six months 1995 to $3.7 million for the first six
     months 1996; as a percentage of net sales, however, direct advertising
     expense decreased from 5.9% for the first six months 1995 to 5.4% for the
     first six months 1996, reflecting improved utilization of sales leads
     primarily due to the increase in the number of sales associates.  Selling
     commission expense increased $1.2 million, or 21.6%, from $5.5 million in
     the first six months 1995 to $6.7 million in the first six months 1996; as
     a percentage of net installed sales, selling commission expense decreased
     from 10.4% in the first six months 1995 to 9.9% in the first six months
     1996.  Sales representatives are compensated on a variable commission
     basis depending upon the type and gross profit of product sold. 
     Performance-based compensation paid to officers and regional, sales and
     production managers increased $468 thousand, or 58.3%, from $803 thousand
     in the first six months 1995 to $1.3 million in the first six months 1996,
     primarily due to the increase in operating income.  Management fees
     incurred to Globe increased from $256 thousand in the first six months
     1995 to $311 thousand in the first six months 1996.  The management fee
     agreement between the Company and Globe was terminated June 20, 1996.  The
     balance of selling, general and administrative expenses, primarily sales
     lead-generation activities, administrative, field operations and Marquise
     Financial payrolls and related costs and general expenses, increased $3.4
     million, or 32.5%, from $10.5 million, or 19.6% of net sales, in the first
     six months 1995 to $13.9 million, or 20.2% of net sales, in the first six
     months 1996.  The increase was primarily due to increased expenses
     relating to support personnel and services required to manage the
     Company's expanding infrastructure and captive finance subsidiary,
     Marquise Financial.

     Operating Interest Expense

          Operating interest expense was $234 thousand for the first six months
     1996.  Operating interest expense relates to bank borrowings required to
     finance a portion of Marquise Financial's receivables.

     Amortization of Intangibles

          Amortization of intangibles increased from $250 thousand in the first
     six months 1995 to $261 thousand in the first six months 1996.  The
     amortization expense relates primarily to goodwill incurred in connection
     with the September 1994 stock repurchase from management.

     Interest Expense, Net

          Net interest expense decreased $242 thousand from $338 thousand in
     the first six months 1995 to $96 thousand in the first six months 1996, as
     interest income from invested excess operating cash partially offset the
     interest expense related to notes payable to certain of the Company's
     senior managers in connection with the September 1994 stock repurchase
     from management.  $4 million of notes payable to senior managers was
     repaid during the first six months 1996.

     Income Tax Provision

          The Company's income tax provision increased from $705 thousand, or
     an effective  rate of 44.1%, for the first six months 1995, to $1.6
     million, or an effective rate of 41.1%, for the first six months 1996. 
     The difference in the effective income tax rate and federal statutory rate
     (34%) is due primarily to amortization of intangibles which are not
     deductible for income tax purposes and the effect of state income taxes.

     Net Income

          The Company's net income increased $1.4 million from $893 thousand in
     the first six months 1995 to $2.3 million in the first six months 1996.

     LIQUIDITY AND CAPITAL RESOURCES

          The Company's primary capital needs have been to fund the growth of
     the Company, the September 1994 stock repurchase from management, and,
     more recently, to fund the operations of the Company's captive finance
     subsidiary, Marquise Financial.  The Company's primary sources of
     liquidity have been cash flow from operations, borrowings under its bank
     credit facility, and, in June 1996, from the net proceeds of its initial
     public offering of stock.  The Company's core sales and installation
     business is not capital intensive.  Capital expenditures for 1994, 1995
     and the first six months 1996 were approximately $573 thousand, $888
     thousand and $219 thousand, respectively.  Capital expenditures for 1996
     are expected to approximate $1.2 million, primarily related to ongoing
     upgrading of computer hardware and software.  Future requirements for
     capital expenditures are expected to be funded by cash flow from
     operations.  The Company believes that it has sufficient operating cash
     flow, working capital base, available bank credit facility as well as
     additional bank financing currently being pursued by the Company with
     respect to Marquise Financial, to meet all of its obligations for the
     foreseeable future, including ongoing funding for Marquise Financial and
     for the development and expansion of complementary product lines and
     services.

          In June 1996, the Company issued 2,824,950 shares of Common Stock
     (including underwriters' over-allotment option) at $13 per share in its
     initial public offering.  Proceeds from the offering, net of underwriting
     commissions and related expenses totaling $3.3 million, were $33.5
     million.  A portion of the offering proceeds was used to pay a $8.6
     million special dividend to pre-offering stockholders, repay all
     borrowings aggregating $11.9 million under the bank line of credit (used
     to finance Marquise Financial receivables) and repay $3.2 million of notes
     to senior managers related to the September 1994 stock repurchase.

          At June 30, 1996, the Company had approximately $10.5 million in cash
     and cash equivalents and net working capital of $18.0 million.  At
     June 30, 1996, the Company had available $15 million in bank line of
     credit and a debt to equity ratio of 17.4: 1.

          The Company's results of operations may fluctuate from year to year
     or quarter to quarter due to a variety of factors.  The Company expects
     lower levels of sales and profitability during the period from mid-
     November through mid-March, impacting the first and fourth quarter of each
     year.  The Company believes that this seasonality is caused by winter
     weather in certain of the Company's markets located in the northeastern
     and north central U.S. and rainy weather, each of which limits the
     Company's ability to install exterior home improvement products.  



                             PART II.  OTHER INFORMATION

     ITEM  6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               (27)  Financial Data Schedule


          (b)  No reports on Form 8-K were filed during the quarter.


                                     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.

                                  DIAMOND HOME SERVICES, INC.

     Date:  August 13, 1996
                                  By: /s/ Richard G. Reece
                            				      ---------------------------------
                                      Richard G. Reece
                                      Vice President and
                                      Chief Financial Officer
                                      (For the Registrant and as 
                                      Principal Financial and 
                                      Accounting Officer)


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<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      10,546,000
<SECURITIES>                                         0
<RECEIVABLES>                               22,980,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            35,331,000
<PP&E>                                       1,942,000
<DEPRECIATION>                                 419,000
<TOTAL-ASSETS>                              56,148,000
<CURRENT-LIABILITIES>                       17,310,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        10,000
<OTHER-SE>                                  31,975,000
<TOTAL-LIABILITY-AND-EQUITY>                56,148,000
<SALES>                                     68,482,000
<TOTAL-REVENUES>                            68,482,000
<CGS>                                       38,134,000
<TOTAL-COSTS>                               26,401,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              96,000
<INCOME-PRETAX>                              3,851,000
<INCOME-TAX>                                 1,583,000
<INCOME-CONTINUING>                          2,268,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,268,000
<EPS-PRIMARY>                                      .36
<EPS-DILUTED>                                      .36
        

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