U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -----
ACT OF 1934
For the quarterly period ended June 30, 1996
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
Commission file number 0-9385
Bull Run Corporation
(Exact name of registrant as specified in its charter)
Georgia 91-1117599
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4370 Peachtree Road, N.E., Atlanta, GA 30319
(Address of principal executive offices)
(404) 266-8333
(Issuer's telephone number)
Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 21,959,227 shares of Common Stock,
par value $.01 per share, were outstanding as of July 19, 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
BULL RUN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................................ $ 312,186 $ 145,867
Accounts receivable.................................................. 3,758,508 3,908,802
Inventories.......................................................... 3,464,815 3,755,443
Refundable income taxes.............................................. 111,416
Other................................................................ 182,235 184,793
----------- ----------
Total current assets............................................ 7,829,160 7,994,905
Property and equipment, net............................................. 2,366,883 2,511,686
Investment in affiliated companies...................................... 30,037,180 29,246,010
Note receivable from affiliated company................................. 10,000,000
Goodwill................................................................ 4,158,821 4,313,783
Other assets............................................................ 286,437 234,020
----------- ----------
$ 54,678,481 $ 44,300,404
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable........................................................ $ 1,498,795 $ 1,285,000
Accounts payable..................................................... 1,818,615 1,590,659
Accrued and other liabilities:
Employee compensation and related taxes........................... 323,690 569,209
Interest.......................................................... 436,447 101,125
Income taxes...................................................... 393,227
Other............................................................. 258,806 316,986
----------- -----------
Total current liabilities....................................... 4,336,353 4,256,206
---------- ----------
Long-term debt.......................................................... 25,212,000 14,895,600
---------- ----------
Deferred income taxes................................................... 1,144,732 1,069,732
---------- ----------
Stockholders' equity:
Common stock ($.01 par value, authorized 100,000,000 shares; issued
22,309,727 shares as of June 30, 1996 and 22,279,727 shares
as of December 31, 1995).......................................... 223,094 222,797
Additional paid-in capital........................................... 20,528,566 20,502,612
Retained earnings.................................................... 3,828,854 3,683,091
Treasury stock, at cost (225,500 shares as of
June 30, 1996 and 123,000 shares as of
December 31, 1995)................................................ (595,118) (329,634)
---------- ----------
Total stockholders' equity..................................... 23,985,396 24,078,866
---------- ----------
$ 54,678,481 $ 44,300,404
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------- -----------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue from printer operations........................ $ 5,810,464 $ 7,132,058 $11,854,785 $14,571,089
Cost of goods sold..................................... 4,151,990 4,978,172 8,421,391 10,139,001
--------- --------- --------- ----------
Gross profit................................... 1,658,474 2,153,886 3,433,394 4,432,088
--------- --------- --------- ---------
Other operating revenue:
Consulting fees................................ 1,674 360,000 368,348 435,000
Royalties...................................... 1,032
---------- --------- ---------- ---------
1,674 360,000 369,380 435,000
---------- -------- ---------- ---------
Operating expenses:
Research and development....................... 382,338 459,015 836,999 908,238
Selling, general and administrative............ 1,096,481 1,298,519 2,422,408 2,680,085
--------- --------- --------- ---------
1,478,819 1,757,534 3,259,407 3,588,323
--------- --------- --------- ---------
Income from operations................................. 181,329 756,352 543,367 1,278,765
Other income (expense):
Equity in earnings of affiliated
companies.............................. 316,950 198,661 332,820 220,053
Interest, net.................................. (311,921) (289,378) (595,870) (350,683)
----------- ---------- ----------- ----------
Income before income taxes............................. 186,358 665,635 280,317 1,148,135
Income tax provision................................... 89,453 289,279 134,554 504,264
--------- --------- ---------- ----------
Net income............................................. 96,905 376,356 145,763 643,871
Retained earnings, beginning of period................. 3,731,949 3,227,540 3,683,091 2,960,025
--------- --------- --------- ---------
Retained earnings, end of period....................... $ 3,828,854 $ 3,603,896 $ 3,828,854 $ 3,603,896
========= ========= ========= =========
Earnings per share..................................... $ .00 $ .02 $ .01 $ .03
Weighted average number of common
shares outstanding............................. 23,083,978 23,183,262 23,099,180 23,131,497
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30
------------------------
1996 1995
---- ----
<S> <C> <C>
Net income ............................................................... $ 145,763 $ 643,871
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ....................................... 496,970 541,452
Equity in earnings of affiliated companies .......................... (332,820) (220,053)
Change in operating assets and liabilities:
Accounts receivable .............................................. 150,294 390,719
Inventories ...................................................... 290,628 (1,777,604)
Other current assets ............................................. 2,558 (103,942)
Accounts payable and accrued expenses ............................ (245,064) 755,856
Deferred income taxes ............................................ 75,000
------------ ------------
Net cash provided by operating activities ........................... 583,329 230,299
------------ ------------
Cash flows from investing activities:
Sale of marketable securities ............................................ 500,000
Capital expenditures ..................................................... (199,622) (546,065)
Investment in affiliated companies ....................................... (483,182) (12,094,539)
Note purchased from affiliated company ................................... (10,000,000)
Dividends received from affiliated companies ............................. 24,832 44,813
------------ ------------
Net cash used in investing activities ............................... (10,657,972) (12,095,791)
------------ ------------
Cash flows from financing activities:
Borrowings on revolving lines of credit .................................. 5,798,195 5,785,750
Repayments on revolving lines of credit .................................. (5,268,000) (4,602,750)
Proceeds from long-term debt ............................................. 10,000,000 13,500,000
Repayments on long-term debt ............................................. (3,000,000)
Loan commitment fee ...................................................... (50,000) (101,250)
Repurchase of common stock ............................................... (265,484) (153,134)
Exercise of incentive stock options ...................................... 26,251 22,750
------------ ------------
Net cash provided by financing activities ........................... 10,240,962 11,451,366
------------ ------------
Net increase (decrease) in cash and cash equivalents ............................. 166,319 (414,126)
Cash and cash equivalents, beginning of period ................................... 145,867 824,207
------------ ------------
Cash and cash equivalents, end of period ......................................... $ 312,186 $ 410,081
============ ============
Supplemental cash flow disclosures:
Interest paid ............................................................ $ 653,293 $ 95,521
Income taxes paid ........................................................ 566,650 187,876
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In management's opinion, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments (consisting
solely of normal, recurring adjustments) necessary to present fairly
the financial position and results of operations for the interim
periods reported. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements contained in the Annual Report on Form 10-KSB of Bull Run
Corporation ("Bull Run") for the year ended December 31, 1995.
2. The accompanying condensed consolidated financial statements include
the accounts of Bull Run and its wholly-owned subsidiary, Datasouth
Computer Corporation ("Datasouth"), after elimination of intercompany
accounts and transactions.
Bull Run, through Datasouth, owns approximately 27.1% of the
outstanding common stock of Gray Communications Systems, Inc.
("Gray"). Bull Run accounts for its investment in Gray common stock
by the equity method. The excess of Bull Run's investment over the
underlying equity of Gray is being amortized over forty
years. The amortization is reported as a reduction in Bull Run's
equity in earnings of affiliated companies. Bull Run recognized
consulting fees of $368,000 and $435,000 in the six months
ended June 30, 1996 and 1995, respectively, for services
rendered in connection with Gray's acquisitions. As of June 30, 1996,
income from additional consulting fees of $397,000 has been
deferred and will be recognized as Gray amortizes goodwill associated
with the acquisitions over a forty year period. Based in Albany,
Georgia, Gray owns and operates three NBC and three CBS
affiliated television stations, three newspapers and other print
advertising publications. Gray is a party to a definitive
agreement relating to the purchase by Gray of two additional
television stations, a satellite broadcasting operation and a paging
business. Gray is also a party to an agreement relating
to the sale of one of its currently owned television stations.
In January 1995, Bull Run acquired a 6.9% interest in the
outstanding common stock of Host Communications, Inc. ("HCI") for
$906,000. In March 1995, Bull Run acquired 50% of the outstanding
common stock of Capital Sports Properties, Inc. ("CSP") for
approximately $9,700,000. CSP's assets consist of all of the
outstanding HCI 8% Series B cumulative preferred stock with a
stated value of $100 per share and warrants to purchase 447,002
shares of HCI common stock at $.01 per share. Since March 1995, Bull
Run has acquired additional common shares of both HCI and CSP,
effectively increasing its ownership in HCI to 9.4% of the
currently outstanding common shares, and 30.8% of the "fully
converted" total common shares. HCI provides media and marketing
services to universities, athletic conferences and the National
Collegiate Athletic Association ("NCAA"). Bull Run has accounted
for its investments in CSP and HCI by the equity method since
March 1995. If the HCI and CSP investments had occurred on January
1, 1995, pro forma net income and earnings per share would have been
approximately $537,000 and $.02, respectively, for the six months
ended June 30, 1995, after giving effect to certain pro forma
adjustments to reflect Bull Run's pro forma equity in earnings of
HCI and CSP, interest expense associated with the
<PAGE>
BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
acquisition financing and the related income tax effects.
Aggregate operating results of affiliated companies (reflecting
Gray and CSP for their three months and six months ended June 30,
1996 and 1995, combined with HCI for its three months and six
months ended December 31, 1995 and 1994) are as follows:
Three Months Ended Three Months Ended
June 30, 1996 June 30, 1995
----------------------- ------------------
Operating revenue $25,409,000 $29,890,000
Income from operations 4,634,000 4,695,000
Net income 1,348,000 1,966,000
Six Months Ended Six Months Ended
June 30, 1996 June 30, 1995
----------------------- -----------------
Operating revenue $49,359,000 $49,731,000
Income from operations 7,312,000 5,981,000
Net income 1,597,000 2,571,000
3. Inventories associated with Datasouth's printer manufacturing
operations consist of the following:
June 30, December 31,
1996 1995
----------------------- -----------------
Raw materials $ 2,495,785 $ 2,489,539
Work-in-process 678,737 617,397
Finished goods 290,293 648,507
---------- ----------
$ 3,464,815 $ 3,755,443
========= =========
4. In January 1996, Bull Run entered into a Note Purchase Agreement with
Gray pursuant to which Bull Run purchased an 8% Subordinated Note (the
"8% Note") issued by Gray in the principal amount of $10,000,000 due in
January 2005, with interest due quarterly. Through June 30, 1996, Bull
Run has recognized $393,333 in interest income on the 8% Note. In
connection with the Note Purchase Agreement, Gray issued to Bull Run
warrants to purchase up to 487,500 shares of Gray common stock at
approximately $17.88 per share. Warrants for 300,000 of the 487,500
shares are fully vested, with the remaining warrants vesting in five
annual installments of 37,500 shares each beginning January 1997,
assuming the 8% Note remains outstanding. Vested warrants become
exercisable in January 1998 and expire in January 2006. The 8% Note is
subordinated to Gray's outstanding debt to a bank and an institutional
lender. Bull Run financed the purchase of the 8% Note with a
$10,000,000 increase in its outstanding bank term loan borrowings in
January 1996.
<PAGE>
BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
5. On April 3, 1996, Datasouth entered into a Credit Agreement with a
bank which provides for revolving loans of up to $3,000,000 through
April 1999. At Datasouth's discretion, certain loans under the Credit
Agreement bear interest at LIBOR plus 2.25%, while other loans bear
interest at the bank's prime rate. As of December 31, 1995,
$1,285,000 was outstanding under a line of credit replaced by the
Credit Agreement.
Bull Run also has a revolving credit facility providing for available
borrowings of up to $1,500,000 until April 1, 1997, under which
$1,498,795 has been borrowed as of June 30, 1996.
6. The principal differences between the federal statutory tax rate of
34% and the effective tax rates of 48.0% and 43.5% for the three
months ended June 30, 1996 and 1995, respectively, and 48.0% and 43.9%
for the six months ended June 30, 1996 and 1995, respectively, are
nondeductible goodwill amortization and state income taxes.
7. Earnings per share is based on the weighted average number of shares
of Bull Run common stock and common stock equivalents (i.e., stock
options) outstanding during the period, computed in accordance with
the treasury stock method.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Total revenue for the three months ended June 30, 1996, primarily from
the printer manufacturing operations of Datasouth Computer Corporation
("Datasouth"), a wholly-owned subsidiary of Bull Run Corporation ("Bull Run"),
was $5,810,000, compared to $7,132,000 for the same period in 1995. Gross profit
for the three months ended June 30, 1996 and 1995 was 28.5% and 30.2% of printer
revenue, respectively. Total revenue for the six months ended June 30, 1996 was
$11,855,000, compared to $14,571,000 for the same period in 1995. Gross profit
for the six months ended June 30, 1996 and 1995 was 29.0% and 30.4% of printer
revenue, respectively.
Revenue from printer operations was lower than the 1995 periods, which
benefitted from strong orders from several key customers. For example, printer
sales to The SABRE Group, Inc. ("SABRE"), an affiliate of American Airlines,
were approximately $1.6 million for the three months and $3.7 million for the
six months ended June 30, 1996, as compared to approximately $2.4 million and
$4.7 million for the same respective periods in 1995. Also, printer sales to a
large distributor were lower by $0.3 million for the three months and $0.9
million for the six months ended June 30, 1996, compared to the 1995 periods,
due to a significant printer installation project by the distributor's customer
maturing in late 1995. Short term revenue trends in the printer business
fluctuate due to variable ordering patterns of these and other large customers.
Despite this volatility, revenue from printer operations has been consistent
over the past four successive quarters. During the quarter ended June 30, 1996,
Datasouth began shipping two new products, a high speed version of the Documax
dot matrix printer and the WinLiner, a portable thermal printer. Datasouth
expects a gradually increasing contribution from these new products.
Bull Run periodically charges consulting fees, payable in monthly
installments, for management assistance to its 27.1%-owned investee, Gray
Communications Systems, Inc. ("Gray"), relative to Gray's acquisition
activities. No fees were charged during the three months ended June 30, 1996,
however $500,000 was charged in the first quarter of 1996. As a result of Bull
Run's 27.1% ownership of Gray, $135,000 of the $500,000 charged during the six
months ended June 30, 1996 was deferred to future periods for accounting
purposes. Deferred consulting fees, totaling $397,000 as of June 30, 1996, are
currently recognized as income over forty years. In 1995, consulting fee income
of $435,000 was recognized during the six months ended June 30, 1995 for
management assistance in connection with Gray's acquisitions of a television
station and a newspaper publishing operation. While there can be no assurance
that Bull Run will recognize any consulting fees in the future, Bull Run
anticipates that additional fees will be recognized by the closing date of
Gray's pending acquisition of two television stations, a satellite broadcasting
operation and a paging business, in connection with additional services provided
relative to that transaction.
Operating expenses of $1,479,000 for the three months and $3,259,000
for the six months ended June 30, 1996 represented a 16% and a 9% reduction,
respectively, in comparison with the same periods last year, due to reductions
in compensation expenses and certain general and administrative expenses.
Operating expenses included goodwill amortization attributable to the Datasouth
merger, amounting to approximately
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, continued
$77,000 for each of the three month periods and $155,000 for each of the six
month periods ended June 30, 1996 and 1995.
Equity in earnings of affiliated companies, totaling $317,000 and
$199,000 for the three months ended June 30, 1996 and 1995, respectively,
included Bull Run's proportionate share of the earnings of Gray, Host
Communications, Inc. and Capital Sports Properties, Inc., net of goodwill
amortization totaling $107,000 and $94,000 for the respective periods. Equity in
earnings of affiliated companies totaled $333,000 and $220,000 for the six
months ended June 30, 1996 and 1995, respectively, net of goodwill amortization
totaling $214,000 and $180,000 for the respective periods.
Interest expense, net of interest earned on an 8% Subordinated Note of
Gray in the principal amount of $10,000,000 due in 2005 (the "8% Note"),
totaling $312,000 for the three months and $596,000 for the six months ended
June 30, 1996, resulted from the $23,500,000 term loans and borrowings on the
Bull Run's revolving credit facilities. Net interest expense of $289,000 for the
three months and $351,000 for the six months ended June 30, 1995 resulted from
the initial $13,500,000 term loans entered into during March 1995, a $3,000,000
term loan which was replaced by the 8% Note and short-term borrowings on lines
of credit and revolving credit facilities.
The principal differences between the federal statutory tax rate of
34% and the effective tax rates of 48.0% and 43.5% for the three months ended
June 30, 1996 and 1995, respectively, and 48.0% and 43.9% for the six months
ended June 30, 1996 and 1995, respectively, are nondeductible goodwill
amortization and state income taxes.
Liquidity and Capital Resources
In January 1996, Bull Run purchased from Gray the 8% Note, with
interest receivable quarterly beginning March 31, 1996. The 8% Note is
subordinated to Gray's outstanding debt to a bank and an institutional lender.
Bull Run financed the purchase with a $10,000,000 increase in its outstanding
bank term loan borrowings. The bank term loans, totaling $23,500,000 as of June
30, 1996, are payable in monthly installments of $200,000 beginning February
1999, and currently bear interest at the London Interbank Offered Rate
("LIBOR"), plus 1.75%, which was 7.25% as of June 30, 1996.
Bull Run has a revolving bank credit facility providing up to
$1,500,000 of available credit, expiring in April 1997, bearing interest at the
bank's prime rate, which was 8.25% as of June 30, 1996. Substantially all
available funds had been borrowed on this credit facility as of June 30, 1996.
In addition, Datasouth has a revolving bank credit facility providing for loans
of up to $3,000,000 through April 1999, bearing interest principally at LIBOR
plus 2.25%, which was 7.70% as of June 30, 1996. As of June 30, 1996, the
outstanding balance of Datasouth's revolving credit facility was $1,712,000.
Bull Run's total working capital of $3.5 million as of June 30, 1996
approximated total working capital as of December 31, 1995.
In April 1996, Bull Run announced that its Board of Directors had
reauthorized the repurchase of up to 2,000,000 shares of its common stock.
Repurchases may be made
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, continued
from time to time in the open market or directly from shareholders at prevailing
market prices, and may be discontinued at any time. During the six months ended
June 30, 1996, 102,500 shares were repurchased at a total cost of $265,000.
Subsequent to June 30, 1996, an additional 125,000 shares were repurchased at a
total cost of $319,000. Bull Run has repurchased a total of 375,500 shares at an
average cost of $2.60 per share since the initial Board authorization in
November 1994.
Bull Run anticipates that its current working capital, funds available
under the revolving credit facilities, interest income on the 8% Note and cash
flow from operations will be sufficient to fund its debt service, working
capital requirements and capital spending requirements for at least the next
twelve months. Any capital required for potential additional business
acquisitions would have to be funded by issuing additional securities or by
entering into other financial arrangements.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of Bull Run's shareholders was held in Atlanta,
Georgia on April 23, 1996. All of the proposals considered by shareholders were
approved, as follows:
(1) Proposal to elect Gerald N. Agranoff, James W. Busby, Hilton H. Howell, Jr.,
Robert S. Prather, Jr., Alex C. Ritchie and J. Mack Robinson as directors until
the next annual meeting of shareholders and until their successors have been
elected and qualified:
For: 20,262,722
Withholding vote for at least one
nominee: 17,900
(2) Proposal to confirm the appointment of Ernst & Young LLP as Bull Run's
independent public accountants for the year ending December 31, 1996:
For: 20,270,712
Against: 17,700
Abstain: 19,225
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
BULL RUN CORPORATION
Date: July 30, 1996 By: /s/ FREDERICK J. ERICKSON
-------------------------
Frederick J. Erickson
Vice President-Finance, Treasurer
and Assistant Secretary
(Mr. Erickson is the Chief Financial Officer and
has been duly authorized to sign on behalf of the
registrant.)
EXHIBIT 11
BULL RUN CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(Dollars and shares in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ -----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary:
Net income $ 97 $ 376 $ 146 $ 644
===== ===== ===== =====
Primary shares:
Weighted average number of shares
outstanding 22,079 22,125 22,101 22,131
Assuming exercise of options 1,005 1,058 998 1,000
------ ------ ------ ------
Weighted average number of shares
outstanding, as adjusted 23,084 23,183 23,099 23,131
====== ====== ====== ======
Primary earnings per share:
Net income $ .00 $ .02 $ .01 $ .03
===== ===== ===== =====
Assuming Full Dilution:
Net income $ 97 $ 376 $ 146 $ 644
===== ===== ===== =====
Fully diluted shares:
Weighted average number of shares
outstanding 22,079 22,125 22,101 22,131
Assuming exercise of options 1,005 1,218 998 1,218
------ ------ ------ ------
Weighted average number of shares
outstanding, as adjusted 23,084 23,343 23,099 23,349
====== ====== ====== ======
Fully diluted earnings per share:
Net income $ .00 $ .02 $ .01 $ .03
===== ===== ===== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 312,186
<SECURITIES> 0
<RECEIVABLES> 3,803,508
<ALLOWANCES> 45,000
<INVENTORY> 3,464,815
<CURRENT-ASSETS> 7,829,160
<PP&E> 3,486,004
<DEPRECIATION> 1,119,121
<TOTAL-ASSETS> 54,678,481
<CURRENT-LIABILITIES> 4,336,353
<BONDS> 25,212,000
0
0
<COMMON> 223,094
<OTHER-SE> 23,762,302
<TOTAL-LIABILITY-AND-EQUITY> 54,678,481
<SALES> 11,854,785
<TOTAL-REVENUES> 12,224,165
<CGS> 8,421,391
<TOTAL-COSTS> 8,421,391
<OTHER-EXPENSES> 836,999
<LOSS-PROVISION> (3,676)
<INTEREST-EXPENSE> 988,620
<INCOME-PRETAX> (52,503)
<INCOME-TAX> 134,554
<INCOME-CONTINUING> 145,763
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 145,763
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
