<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1997
------------------
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 1-9511
------
THE COAST DISTRIBUTION SYSTEM
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2490990
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1982 ZANKER ROAD, SAN JOSE, CALIFORNIA 95112
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 436-8611
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal
year, if changed, since last year)
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 XXX 90 days. YES XX . NO .
-- --
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
5,246,879 shares of Common Stock
as of November 10, 1997
<PAGE> 2
THE COAST DISTRIBUTION SYSTEM AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
September 30, 1997 and December 31, 1996
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
ASSETS ------------- ------------
- ------ (Unaudited) (Audited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 2,492 $ 214
Accounts receivable - net 13,847 13,285
Inventories 40,911 43,193
Other current assets 3,529 3,347
-------- --------
Total current assets 60,779 60,039
PROPERTY, PLANT, AND EQUIPMENT - NET 4,911 5,355
OTHER ASSETS 18,402 23,048
-------- --------
$ 84,092 $ 88,442
======== ========
LIABILITIES
-----------
CURRENT LIABILITIES
Current maturities of long-term
obligations $ 3,703 $ 3,667
Accounts payable - trade 10,162 7,322
Other current liabilities 2,284 1,911
Short-term notes payable 1,500 1,500
-------- --------
Total current liabilities 17,649 14,400
LONG-TERM OBLIGATIONS
Secured note payable to bank 24,448 27,956
Subordinated term note 2,333 4,667
Other long-term liabilities 1,429 1,496
-------- --------
28,210 34,119
REDEEMABLE PREFERRED STOCK
OF SUBSIDIARY 362 473
SHAREHOLDERS' EQUITY
Common stock, no par value;
authorized: 10,000,000;
issued and outstanding:
5,246,879 at September 30, 1997
and 5,210,723 at
December 31, 1996 19,560 19,440
Cumulative translation adjustment (107) (11)
Retained earnings 18,418 20,021
-------- --------
37,871 39,450
-------- --------
$ 84,092 $ 88,442
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
THE COAST DISTRIBUTION SYSTEM AND SUBSIDIARIES
INTERIM CONDENSED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 37,847 $ 37,552 $ 114,652 $ 117,091
Cost of sales, including
distribution costs 32,715 32,783 98,004 98,675
--------- --------- --------- ---------
Gross profit 5,132 4,769 16,648 18,416
Selling, general and
administrative expenses 5,188 5,610 15,917 16,814
--------- --------- --------- ---------
Operating income (loss) (56) (841) 731 1,602
Other income (expense)
Equity in net earnings
of affiliates (311) 541 636 1,414
Interest (787) (872) (2,630) (2,837)
Other (822) (8) (823) 2,122
--------- --------- --------- ---------
(1,920) (339) (2,817) 699
--------- --------- --------- ---------
Earnings (loss) before
income taxes (1,976) (1,180) (2,086) 2,301
Income tax provision (benefit) (526) (716) (493) 847
--------- --------- --------- ---------
NET EARNINGS (LOSS) $ (1,450) $ (464) $ (1,593) $ 1,454
========= ========= ========= =========
Earnings (loss) per common
share (Note 3) $ (.28) $ (.09) $ (.31) $ .28
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
THE COAST DISTRIBUTION SYSTEM AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Dollars in thousands)
Nine months ended September 30,
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,593) $ 1,454
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 1,228 1,795
Equity in net earnings of affiliated companies (636) (1,414)
Loss on sale of investment 523 --
Changes in assets and liabilities:
(Increase) in accounts receivable (106) (2,702)
Decrease in inventories 2,282 3,187
Decrease in prepaids and other current assets (182) 619
Increase in accounts payable 2,840 521
Increase in note, accrueds, and other
current liabilities 409 464
------- -------
Total adjustments 6,358 2,470
------- -------
Net cash from operating activities 4,765 3,924
Cash flows from investing activities:
Acquisition of businesses, net of cash
acquired -- (683)
Proceeds from sale of investment 4,024 --
Capital expenditures (319) (285)
(Increase) in other assets (186) (185)
------- -------
Net cash provided by (used in) investing activities 3,519 (1,153)
Cash flows from financing activities:
Net borrowings under
line-of-credit agreement (3,508) 222
Net borrowings (repayments) of other long-term debt (2,401) (2,476)
Issuance of Common Stock pursuant to Employee
Stock Option and Stock Purchase Plans 120 286
Redemption of redeemable preferred stock of subsidiary (111) (111)
Dividends on preferred stock of subsidiary (10) (15)
------- -------
Net cash used in financing activities (5,910) (2,094)
------- -------
Effect of exchange rate changes on cash (96) (55)
------- -------
NET INCREASE IN CASH 2,278 622
Cash beginning of period 214 501
------- -------
Cash end of period $ 2,492 $ 1,123
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
THE COAST DISTRIBUTION SYSTEM AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present the Company's financial position as of September 30, 1997 and
the results of its operations and cash flows for the nine months ended
September 30, 1997 and 1996. The accounting policies followed by the
Company are set forth in Note A to the Company's financial statements
in its Annual Report on Form 10-K for its fiscal year ended December
31, 1996.
2. The results of operations for the nine-month periods ended September
30, 1997 and 1996 are not necessarily indicative of the results for a
full year.
3. Earnings per share are based upon the average number of common and
common equivalent (dilutive stock options and warrants) shares
outstanding during each period.
4. The Company leases its corporate offices, warehouse facilities and data
processing equipment. Those leases are classified as operating leases
as they do not meet the capitalization criteria of FASB Statement No.
13. The office and warehouse leases expire over the next seven years
and the equipment leases expire over the next three years.
The minimum future rental commitments under non-cancelable operating
leases having an initial or remaining term in excess of one year as of
December 31, 1996 are as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)
---------------------------------------------------
Facilities Equipment Total
---------- --------- ------
<S> <C> <C> <C>
Year ending December 31,
1997 $ 2,930 $ 81 $3,011
1998 2,555 79 2,634
1999 1,482 13 1,495
2000 454 3 457
2001 434 -- 434
Later years 1,439 -- 1,439
-------- ------ --------
$ 9,294 $ 176 $ 9,470
======= ===== =======
</TABLE>
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
GENERAL
FACTORS GENERALLY AFFECTING SALES OF RV AND BOATING PRODUCTS
The Company is the largest wholesale distributor of replacement parts,
accessories and supplies for recreational vehicles, and one of the largest
distributors of replacement parts, accessories and supplies for boats, in North
America. Sales are made by the Company to retail parts and supplies stores,
service and repair establishments, and new and used recreational vehicle and
boat dealers ("After-Market Customers"). The Company's sales are affected
primarily by (i) usage of recreational vehicles and boats which affects the
consumers' needs for and purchases of replacement parts, repair services and
supplies, and (ii) sales of new recreational vehicles and boats, because
consumers often "accessorize" their recreational vehicles and boats at the time
of purchase.
The usage and the purchase, by consumers, of recreational vehicles and
boats depend, in large measure, upon the extent of discretionary income
available to consumers and their confidence about economic conditions. Weather
conditions also affect the usage of recreational vehicles and boats. As a
result, the Company's sales and operating results can be, and in the past have
been, adversely affected by recessionary economic conditions, increases in
interest rates, which affect the availability and affordability of financing for
purchases of recreational vehicles and boats, increases in gasoline prices which
adversely affect the costs of using recreational vehicles and boats, and weather
conditions.
Until 1993, the Company's business consisted primarily of distributing
and marketing to its customers products that the Company purchased from
third-party manufacturers and that were sold under the brand names of those
manufacturers. During the past four years, the Company has introduced into the
marketplace a growing number of "proprietary products." These products have been
designed for the Company by independent design professionals, to the Company's
product specifications, are produced by independent manufacturers specifically
for the Company and are marketed and sold by the Company under its own brand
names. Sales of proprietary products, which accounted for 10% of the Company's
net sales in 1994, increased to 15% and then to 23% of net sales in 1995 and
1996, respectively, both as a result of greater market acceptance of the
Company's proprietary products and additions by the Company of new products to
its proprietary products line.
FACTORS AFFECTING RECENT OPERATING RESULTS
During the five-year period ended December 31, 1995, the Company
purchased substantially all of its requirements for air conditioners, awnings
and refrigerators for recreational vehicles from Dometic Corporation
("Dometic"), a division of White Consolidated Industries. Sales of such products
accounted for 22% and 24%, respectively, of the Company's sales in 1994 and
1995. During the first quarter of 1996 Dometic terminated its supply agreement
with the Company (as well as its supply agreements with other independent
distributors) as a result of its decision to integrate its operations vertically
by marketing its products directly to After-Market Customers in direct
competition with the Company and other After-Market distributors of RV products.
In response to that action by Dometic, the Company entered into a supply
contract with Recreation Vehicle Products, Inc. ("RVP"), which manufactures air
conditioners under the Coleman(R) brand name and awnings under the Faulkner
brand name. Under that contract, RVP agreed to supply all of the Company's
requirements for RV air conditioners and awnings for a minimum term of five
years, commencing in 1996.
6
<PAGE> 7
As a result of both the magnitude and timing of the changes in supply
relationships and the introduction, at the same time, of a number of new
proprietary products, RVP and certain of the Company's proprietary product
manufacturers encountered difficulties in meeting the Company's requirements for
their products for the spring and summer months when demand from After-Market
customers is at its highest (see "Seasonality and Inflation"). In addition the
Company encountered increased competition within the RV products After-Market
due to Dometic's entry as a competitor in that market and increased price
competition from other distributors seeking to regain market share lost to the
Company's proprietary products and to Dometic. Since the supply problems
encountered by the Company primarily affected its supply of, and therefore its
ability to meet customer demand for, higher margin products, the supply problems
and the increased competition adversely affected the Company's sales and
margins, particularly in the last three quarters of 1996, as the Company lost
sales of such products to its competitors.
The changes in supply relationships and increased competition in 1996
also adversely affected the Company's net sales and margins in the first nine
months of 1997 and are expected to have an adverse effect on operating results
during the balance of 1997 and into 1998, the extent of which is difficult to
predict. There also is no assurance that additional changes within the
After-Market, that would increase competition or create further uncertainties
for the Company, as well as others in the industry, will not occur in the
future.
RESULTS OF OPERATIONS
INCOME (LOSS) FROM OPERATIONS
Net Sales. Net sales increased by approximately $295,000 or 1% in the
quarter ended September 30, 1997, as compared to the corresponding quarter of
1996. For the nine months ended September 30, 1997 net sales declined by 2% to
$114,652,000 from $117,091,000 in the same nine months of 1996, due primarily to
a softening of consumer demand and adverse weather conditions which affected the
Northern United States and Canada in the first half of 1997.
Gross Profits. The Company's gross margin increased to 13.6% of net
sales in the three months ended September 30, 1997 from 12.7% for the same
period of 1996 due primarily to (i) a firming of pricing within the After-Market
that followed a period of price declines during the first half of 1997, and (ii)
a reduction in warehouse costs. In the nine months ended September 30, 1997 the
Company's gross margin decreased to 14.5% from 15.7% for the corresponding
period of 1996 due primarily to (i) changes in product mix to a greater
proportion of lower margin products; (ii) increased price competition among
After-Market Distributors and (iii) the impact of fixed costs on a lower sales
base.
Selling, General and Administrative Expenses. As a percentage of net
sales, selling, general and administrative expenses decreased to 13.7% for the
third quarter of 1997 from 14.9% in the comparable quarter of 1996. In the nine
months ended September 30, 1997, these expenses decreased to 13.9% of net sales
from 14.4% for the same period of 1996. These decreases were primarily a result
of increased efficiencies associated with the Company's national call center, a
reduction of the Company's telephone expenses and the expiration of certain
non-competition agreements that were obtained by the Company in connection with
its acquisitions of other businesses in previous years.
Operating Income (Loss). Due to the combined effects of the increases
in sales and gross margin, and the reduction in selling, general and
administrative expenses during the third quarter of 1997, the Company's
operating loss declined to $56,000 as compared to the operating loss of $841,000
incurred in the third quarter 1996. The decreases in sales and gross margin
during the first six months of 1997 accounted for the decline in operating
income to $731,000 in the nine months ended September 30, 1997 from $1,602,000
in the same nine months of 1996.
7
<PAGE> 8
OTHER INCOME (EXPENSE)
Equity in Net Earnings of Affiliates. The Company maintains ownership
positions in certain companies in related industries ("affiliated companies").
The Company's ownership interests in these affiliated companies are accounted
for under the equity method of accounting. Under this method, the Company
includes in its operating results its pro rata share of the net income or losses
of these companies, which is reported as "equity in net earnings (loss) of
affiliates." During the third quarter of 1997, the Company sold its equity
interest in one of these companies, H. Burden Limited ("Burden"), a distributor
of caravan and boating products in Western Europe in which the Company had owned
a 35% ownership interest. The Company recorded a loss of $311,000 from its
investments in such affiliated companies during the third quarter of 1997, as
compared to earnings of $541,000 from such investments in the third quarter of
1996. That loss was attributable to (i) the exclusion of the Company's pro rata
share of Burden's earnings during the third quarter of 1997 because of the sale,
and (ii) a loss incurred during the quarter by HWH Corporation, a manufacturer
of hydraulic leveling devices in which the Company has a 34% ownership interest.
The Company's equity in the net earnings of the affiliated companies is not
cash, nor is the Company obligated to pay any cash as a result of any losses
incurred by any of these companies.
Interest Expense. In the quarter ended September 30, 1997, interest
expense declined by $85,000 or 10%, as compared to the same quarter of 1996.
Interest expense for the nine months ended September 30, 1997 decreased by
$207,000 or 7%, as compared to the same period in 1996. These decreases were the
result of reductions in average long-term borrowings outstanding during the
quarter and nine months ended September 30, 1997 in comparison to the same
periods of 1996.
Other. The Company received cash proceeds from the sale of its
investment in Burden of approximately $4,024,000. However, for financial
reporting purposes, the Company recorded a loss on that sale of approximately
$525,000, which represents the excess of the amount at which the investment was
carried on the books of the Company for financial reporting purposes over the
price at which the Company's investment was sold. Under applicable accounting
principles the Company's investment in Burden was carried at an amount equal to
the sum of (i) the amount paid by the Company for that investment, plus (ii) its
proportionate share of the cumulative earnings of Burden for the period it held
such investment. The Other income of $2,122,000 recorded in the nine months
ended September 30, 1996 represents the net proceeds to the Company of a
favorable settlement of a lawsuit in the second quarter of 1996.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
The Company finances its working capital requirements for its
operations primarily with borrowings under a long-term revolving bank credit
facility and internally generated funds. Under that credit facility, the Company
may borrow up to the lesser of (i) $50,000,000 or (ii) an amount equal to 80% of
its eligible accounts receivable and 50% of its eligible inventory (the
"borrowing base"). At November 7, 1997, outstanding borrowings under the
revolving credit facility were approximately $23,050,000.
The Company believes that available credit under the revolving credit
facility, together with internally generated funds, will be sufficient to enable
the Company to meet its working capital requirements for the foreseeable future.
During the nine months ended September 30, 1997, reductions in
inventories and increases in accounts payable enabled the Company to generate
cash from operating activities of $4,765,000 as compared to $3,924,000 in the
same nine months of 1996.
Net cash provided by investing activities was $3,519,000 in the nine
months ended September 30, 1997, as compared to net cash used in the same period
of 1996 of $1,153,000. During the third quarter of 1997, the Company received
proceeds of $4,024,000 from the sale of its European investment in H. Burden
Limited. The Company used cash of $683,000 in 1996 to acquire 5% of the
outstanding shares of Burden.
During the first nine months of 1997, borrowings under the Company's
revolving line of credit decreased by $3,508,000, as compared to an increase of
$222,000 in the same period of 1996. The Company made principal reduction
payments of $2,333,000 on its outstanding senior subordinated notes (the
"Subordinated Notes") in 1997 and 1996, principally with borrowings under its
long-term bank credit facility.
SEASONALITY AND INFLATION
Sales of recreational vehicle and boating parts, supplies and
accessories are seasonal. The Company has significantly higher sales during the
six-month period from April through September than it does during the remainder
of the year. Because a substantial portion of the Company's expenses are fixed,
operating income declines and the Company sometimes incurs losses and must rely
more heavily on borrowings to fund operating requirements in the months when
sales are lower.
Generally, the Company has been able to pass inflationary price
increases on to its customers. However, inflation also may cause or may be
accompanied by increases in gasoline prices and interest rates. Such increases,
or even the prospect of increases in the price or shortages in the supply of
gasoline, can adversely affect the purchase and usage of recreational vehicles,
which can result in a decline in the demand for the Company's products.
--------------------------------
This Report contains forward-looking information which reflects
Management's current views of future financial performance. The forward-looking
information is subject to certain risks and uncertainties, including, but not
limited to, the effect on future performance of the changing product supply
relationships in the industry and the uncertainties created by those changes;
the potential for increased price competition; and possible changes in economic
conditions, prevailing interest rates or gasoline prices, or the occurrence of
unusually severe weather conditions, that can affect both the purchase and usage
of recreational vehicles and boats and which, in turn, affects purchases by
consumers of the products that the Company sells. For information concerning
such factors and risks, see the foregoing discussion in this section of this
Report titled, "Management's Discussion and Analysis of Financial Condition and
Results of Operation." Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements, which
speak only as of the date of this Report.
9
<PAGE> 10
PART II
ITEM 4. SUBMISSION OF MATTERS FOR VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders was held on August 7, 1997.
(b) Set forth below is the name of each director elected at the
meeting and the number of votes cast for their election and the number of votes
withheld. The election was uncontested and there were no broker non-votes in the
election.
Directors Elected at the Annual Meeting:
Name of Number of Number of
Nominee/Director Votes "For" Votes "Withheld"
---------------- ----------- ----------------
Thomas R. McGuire 4,695,003 451,551
Louis B. Sullivan 4,691,693 451,881
John E. Turco 4,695,923 450,631
Brian P. Friedman 4,696,522 450,032
Ben A. Frydman 4,695,523 451,031
Robert S. Throop 4,695,523 451,231
(c) At the Annual Meeting, the shareholders considered and voted
on, and they approved, a change in the Company's state of incorporation from
California to Delaware by means of a merger of the Company into a wholly-owned
Delaware subsidiary of the Company (the "Delaware Reincorporation"). Set forth
below are the number of votes cast "For," "Against" and "Abstain" on the
Delaware Reincorporation. There were 576,544 broker non-votes with respect to
this proposal.
For: 3,469,063; Against: 1,097,297; Abstain: 3,850.
(d) At the Annual Meeting, the shareholders also considered and
voted on, and they approved, the adoption of the 1997 Employee Stock Purchase
Plan (the "Stock Purchase Plan"), which sets aside up to 400,000 shares of
Company common stock for purchase by employees of the Company, at a discount
from market price, from payroll deductions. Set forth below are the number of
votes cast "For," "Against" and "Abstain" with respect to the Stock Purchase
Plan. There were 490,210 broker non-votes with respect to this proposal.
For: 4,591,681; Against: 56,241; Abstain: 8,442.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS
---------------------------------------------
(a) Exhibits.
--------
Exhibit 11.1 Computation of Loss Per Share for the Quarter
Ended September 30, 1997.
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
-------------------
A Report on Form 8-K was filed during the quarter ended
September 30, 1997 to report, under Item 5 - Other Events, the sale of the
Company's investment in Burden.
10
<PAGE> 11
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.
Dated: November 12, 1997 THE COAST DISTRIBUTION SYSTEM
By: /s/ SANDRA A. KNELL
---------------------------------
Sandra A. Knell
Executive Vice President
and Chief Financial Officer
S-1
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
Exhibit 11.1 Computations of Earnings (Loss) Per Share for the
Quarter and Nine Months Ended September 30, 1996
Exhibit 27. Financial Data Schedule
</TABLE>
E-1
<PAGE> 1
EXHIBIT 11.1
THE COAST DISTRIBUTION SYSTEM
Computation of Loss Per Share
Quarter Ended September 30, 1997
<TABLE>
<CAPTION>
Primary Fully Diluted
Loss Per Share Loss Per Share
-------------- --------------
<S> <C> <C>
I. Weighted Averages Shares Outstanding 5,246,879 5,246,879
II. Net Loss $ (1,450,000) $ (1,450,000)
Dividends paid on preferred stock of
subsidiary (4,000) (4,000)
-------------- --------------
Net loss attributable to common
shareholders $ (1,454,000) $ (1,454,000)
Divided by Weighted Average
Shares Outstanding 5,246,879 5,246,879
-------------- --------------
Loss Per Share $ (0.28) $ (0.28)
============== =============
</TABLE>
<PAGE> 2
EXHIBIT 11.1 (Cont'd.)
THE COAST DISTRIBUTION SYSTEM
Computation of Earnings Per Share
Nine Months Ended September 30, 1997
<TABLE>
<CAPTION>
Primary Fully Diluted
Earnings Earnings
Per Share Per Share
------------ -------------
<S> <C> <C>
Weighted averages shares outstanding 5,235,489 5,235,489
Net Loss $(1,593,000) $(1,593,000)
Dividend paid on preferred stock
of subsidiary (10,000) (10,000)
----------- -----------
Net loss attributable to
common shareholders $(1,603,000) $(1,603,000)
Divided by Weighted Average
Shares Outstanding 5,235,489 5,235,489
------------ ------------
Loss per share $(0.31) $(0.31)
====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF, AND THE STATEMENT OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30,
1997 INCLUDED IN REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER
ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
BALANCE SHEET AND STATEMENT OF OPERATIONS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,492
<SECURITIES> 0
<RECEIVABLES> 13,847
<ALLOWANCES> 0
<INVENTORY> 40,911
<CURRENT-ASSETS> 60,779
<PP&E> 4,911
<DEPRECIATION> 0
<TOTAL-ASSETS> 84,092
<CURRENT-LIABILITIES> 17,649
<BONDS> 28,210
362
0
<COMMON> 19,560
<OTHER-SE> 18,311
<TOTAL-LIABILITY-AND-EQUITY> 84,092
<SALES> 114,652
<TOTAL-REVENUES> 114,652
<CGS> 98,004
<TOTAL-COSTS> 113,975
<OTHER-EXPENSES> (2,817)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,630
<INCOME-PRETAX> (2,086)
<INCOME-TAX> (493)
<INCOME-CONTINUING> (1,593)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,593)
<EPS-PRIMARY> (.31)
<EPS-DILUTED> (.31)
</TABLE>
