<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended to
Commission file number 0-3936
Orbit International Corp.
(Exact name of registrant as specified in its charter)
Delaware ID # 11-1826363
(State or other jurisdiction (I.R.S. Employer Identification
incorporation or organization) Number)
80 Cabot Court, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
(516)435-8300
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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 month (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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15 (d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes 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:
March 31, 1995 5,886,000
<PAGE>
ORBIT INTERNATIONAL CORP.
The financial information herein is unaudited. However, in the opinion
of management, such information reflects all adjustments (consisting only of
normal recurring accruals) necessary to a fair presentation of the results of
operations for the periods being reported. Additionally, it should be noted
that the accompanying condensed financial statements do not purport to contain
complete disclosures in conformity with generally accepted accounting
principles.
The results of operations for the three months ended March 31, 1995 are
not necessarily indicative of the results of operations for the full fiscal
year ending December 31, 1995.
The condensed consolidated balance sheet as of December 31, 1994 was
condensed from the audited consolidated balance sheet appearing in the 1994
annual report on Form 10-K.
These condensed consolidated statements should be read in conjunction
with the Company's financial statements for the fiscal year ended December 31,
1994.
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
(unaudited)
<S> <C> <C>
A S S E T S
Current assets:
Cash and cash equivalents.............. $ 528,000 $ 815,000
Investment in marketable trading
securities, at lower of amortized
cost or market........................ 5,153,000 9,138,000
Accounts receivable - net of
estimated doubtful accounts........... 4,429,000 5,277,000
Inventories - at lower of cost (first
in, first out) or market (Notes 2 and
3).................................... 20,581,000 21,006,000
Other current assets (Note 5).......... 2,601,000 1,191,000
Total current assets................ 33,292,000 37,427,000
Property, plant and equipment - at cost
less accumulated depreciation and
amortization........................... 3,376,000 3,279,000
Excess of cost over the fair value of
assets acquired - less accumulated
amortization........................... 11,964,000 12,129,000
Restricted assets - marketable trading
securities............................. 11,179,000 7,805,000
Other assets............................. 2,855,000 2,871,000
T O T A L .......................... $ 62,666,000 $ 63,511,000
</TABLE>
Attention is directed to accompanying notes to
condensed consolidated financial statements.
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(continued)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
(unaudited)
<S> <C> <C>
L I A B I L I T I E S
Current Liabilities:
Notes payable........................... $ 2,401,000 $ 2,602,000
Current portion of long-term obligations 2,781,000 3,096,000
Accounts payable........................ 2,438,000 3,734,000
Accrued expenses (Note 5)............... 3,259,000 2,367,000
Due to factor........................... 12,893,000 11,540,000
Total current liabilities............ 23,772,000 23,339,000
Long-term obligations (less current
portion above).......................... 7,730,000 8,909,000
Total liabilities.................... 31,502,000 32,248,000
Commitments and contingencies (Note 4)
STOCKHOLDERS' EQUITY
Capital stock - authorized 25,000,000
shares $.10 par value; issued 8,771,000
shares at March 31, 1995 and December
31, 1994................................ 877,000 877,000
Additional paid-in capital................ 23,285,000 23,170,000
Retained earnings......................... 17,914,000 18,227,000
Less treasury stock (2,885,000 and
2,844,000 shares at March 31, 1995 and
December 31, 1994, respectively) at cost (9,588,000) (9,520,000)
Less unearned portion of compensatory stock (148,000)
Foreign currency translation adjustment.... (1,324,000) (1,343,000)
Total stockholders' equity............ 31,164,000 31,263,000
T O T A L............................. $ 62,666,000 $ 63,511,000
</TABLE>
Attention is directed to accompanying notes to
condensed consolidated financial statements.
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
1995 1994
<S> <C> <C>
Net Sales.................................. $ 10,888,000 $ 10,557,000
Cost of sales (Note 2)..................... 8,011,000 7,502,000
Gross profit (Note 2)...................... 2,877,000 3,055,000
Other (income), costs and expenses:
Selling, general and administrative..... 4,119,000 3,284,000
Interest................................ 655,000 200,000
Investment and other (income) (Note 5).. (1,584,000) (136,000)
Equity in loss and write-down of
investment in affiliate............... 13,687,000
3,190,000 17,035,000
(Loss) before taxes (benefit) on income.... (313,000) (13,980,000)
Taxes (benefit) on income.................. (2,796,000)
NET (LOSS)................................. $ (313,000) $(11,184,000)
NET (LOSS) PER SHARE (Note 1).............. $ (.05) $ (1.77)
</TABLE>
Attention is directed to the accompanying notes to
condensed consolidated financial statements
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net (loss)................................... $ (313,000) $(11,184,000)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating
activities:
Depreciation and amortization................. 92,000 130,000
Amortization of goodwill...................... 168,000 168,000
Provision for doubtful accounts............... 7,000 (81,000)
Compensatory issuance of stock and options.... 262,000 131,000
Deferred tax (benefit)........................ (2,104,000)
Equity in loss and write-down of investment
in affiliate................................. 13,687,000
Imputed interest on acquisition note.......... 71,000 99,000
Change in value of marketable trading
securities................................... (171,000) 87,000
Purchases of marketable trading securities.... (12,238,000) (16,834,000)
Proceeds of sales of marketable trading
securities................................... 13,020,000 13,459,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable.. 852,000 (168,000)
Decrease in inventory....................... 435,000 1,401,000
(Increase) in prepaid and refundable taxes.. (762,000)
(Increase) decrease in other current assets. (1,461,000) 70,000
(Decrease) in accounts payable.............. (1,187,000) (1,942,000)
Increase in accrued expenses................ 857,000 132,000
Net cash provided by (used in) operating
activities................................ 394,000 (3,711,000)
Cash flows from investing activities:
Acquisitions of fixed assets................ (190,000) (152,000)
Decrease in other assets.................... 22,000 198,000
Net cash provided by (used in) investing
activities................................ (168,000) 46,000
(continued)
</TABLE>
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(continued)
(unaudited)
<TABLE>
<S> <C> <C>
Cash flows from financing activities:
Net advances from (repayments to) factor.... 1,353,000 596,000
Repayments of debt.......................... (1,802,000) (1,509,000)
Purchase of treasury stock.................. (68,000) (97,000)
Net cash (used in) financing activities.... ( 517,000) (1,010,000)
Effect of exchange rate changes on cash..... 4,000 1,000
NET (DECREASE) IN CASH AND CASH EQUIVALENTS... (287,000) (4,674,000)
Cash and cash equivalents - January 1......... 815,000 5,447,000
CASH AND CASH EQUIVALENTS - March 31.......... $ 528,000 $ 773,000
</TABLE>
Supplemental disclosures of cash flow information:
<TABLE>
<CAPTION>
Three Months
Ended March 31,
1995 1994
<S> <C> <C>
Cash paid for:
Interest...................... $ 559,000 $ 147,000
Income taxes (net of $ 444,000
refund in 1994)............. $ 4,000 $ 44,000
</TABLE>
The accompanying notes to financial statements
are an integral part hereof.
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(NOTE 1) - Earnings Per Share:
Earnings per share are based on the weighted average number of common and
common equivalent shares (where appropriate) outstanding during each period.
The average number of shares and equivalent shares outstanding for the three
month periods ended March 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Primary 5,886,000 6,329,000
Fully Diluted 5,886,000 6,329,000
</TABLE>
(NOTE 2) - Cost of Sales:
For interim periods, the Company estimates its inventory and related gross
profit.
(NOTE 3) - Inventories:
Inventories are comprised of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
<S> <C> <C>
Raw Materials........................ $ 2,054,000 $ 1,902,000
Work-in-process...................... 5,135,000 5,697,000
Finished goods....................... 13,392,000 13,407,000
T O T A L............... $ 20,581,000 $ 21,006,000
</TABLE>
(NOTE 4) - Litigation:
On September 23, 1993, a class action was commenced by an alleged
shareholder of USA Classic (formerly a subsidiary of the Company), against USA
Classic and certain directors in the United States District Court for the
Southern District of New York.
(continued)
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(continued)
The action was commenced on behalf of shareholders, other than the
defendants, who acquired their shares from November 20, 1992, the date of the
initial offering, through September 22, 1993, and alleges violations of the
Securities Act of 1993 in connection with the offering as well as violations of
Section 10b of the Securities Exchange Act of 1934. The plaintiffs are seeking
compensatory damages as well as fees and expenses.
On February 1, 1994, a Consolidated Amended Complaint was filed in the
class action. The amended Complaint adds the Company as a defendant and
alleges that the Company is a "controlling person" of USA Classic and an "aider
and abetter" of the alleged violations of the securities laws. The Amended
Complaint was answered on March 21, 1994.
On October 4, 1994, a Second Amended and Consolidated Complaint was filed
in the Class Action. The Second Amended and Consolidated Complaint restated
the allegations against the Company and added Paine Webber Incorporated and
Ladenburg Thalmann & Co. Inc., the lead underwriters in the Offering, as
additional defendants. On November 15, 1994, the Company and such underwriters
moved to dismiss certain of the allegations in the Second Amended and
Consolidated Complaint. Such motion was argued on March 17, 1995 and the
parties are awaiting the court's decision. While the dismissal motion, if
granted, will not dispose of all the claims asserted in the Second Amended and
Consolidated Complaint, the Company intends to vigorously defend against any
remaining claims.
(NOTE 5) - Death of principal officer:
On February 24, 1995, the Company's principal officer died. Pursuant to
his employment contract, the Company will pay approximately $ 500,000 to the
principal officer's estate in monthly installments over the next three years.
The Company is a beneficiary of key-man policies aggregating $ 1,500,000 on the
life of the principal officer. Such amounts reflected above have been recorded
in the accompanying financial statements.
(NOTE 6) - Debt:
Under the various debt agreements, the Company and its subsidiaries are
required to comply with certain covenants which specify minimum cash and cash
equivalents to be on its balance sheet at all times, minimum working capital,
and tangible net worth requirements and are precluded from declaring and paying
dividends without the consent of such lenders, the Company is currently in
compliance with all covenants. The lending facilities of the Canadian Apparel
Segment expired on December 31, 1993. During the current period, the Company
opened up standby letters of credit totaling $ 2,860,000 for the beneficiary of
the primary lender to its Canadian subsidiaries to secure a certain level of
borrowings of such subsidiaries until a new lending arrangement is finalized.
<PAGE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULT OF OPERATIONS
Liquidity, Capital Resources and Inflation:
Working capital decreased by $ 4,568,000 to $ 9,520,000 during the three
month period ended March 31, 1995 from the year ended December 31, 1994
principally due to $ 2,860,000 of marketable securities which was pledged to
the Company's lender to its Canadian Apparel Segment, as security for
borrowings of the Segment under a temporary banking arrangement. The Company
expects to finalize a new arrangement during the second quarter of 1995. In
addition, the Company pledged $ 1,700,000 of its marketable securities as
security for the Factoring Agreement between its wholly owned subsidiary, East
End Apparel Group Ltd and its primary lender. The Company's working capital
ratio as at March 31, 1995 was 1.4 to 1 compared to 1.6 to 1 at December 31,
1994.
In July 1993, the Company acquired the assets of Panda, a privately owned
designer, importer and distributor of women's activewear and outerwear. The
purchase price consisted of a $ 9,000,000 cash down payment and an $ 8,000,000
note, inclusive of interest, in favor of the sellers, collateralized by
operating assets of the Company's East/West Division. The note is due on
December 31, 1998 and may be accelerated based on the profitability of the
division. The Company funded the $ 9,000,000 down payment with $ 4,000,000 in
cash and a $ 5,000,000 Acquisition Term Loan from its primary lender. Such
loan (i) bears interest at a rate of LIBOR plus .75%, and (ii) is
collateralized by certain treasury bills held by the Company as well as
inventories, accounts receivable and general intangibles of the Company. The
Company repaid an aggregate of $ 3,000,000 of outstanding principal of such
loan on January 1, 1995 and the $ 2,000,000 outstanding principal balance is
payable in two equal annual installments commencing January 1, 1996.
In July 1993, East/West entered into a Restated and Amended Factoring
Agreement with its primary lender. Advances by the factor prior to the
maturity date of receivables sold bear interest at a rate of prime plus 1.50%.
As security for its obligations under such amended facility, the Company has
pledged approximately $ 5,250,000 of its marketable securities.
In September, 1994 East End entered into a Factoring Agreement with the
Company's primary lender under the same terms and conditions as East/West. The
facility is guaranteed by the Company and in the first quarter, as security for
its obligations under such facility, the Company has pledged approximately $
1,700,000 of its marketable securities.
In October, 1994, the Company entered into a $ 930,000 term loan facility
for the purpose of facilitating performance under its guarantee of certain
secured debt of USA Classic. The Company has been assigned the rights to the
security for the debt which it plans to liquidate in order to pay off such
loan. Under its terms, the loan (i) bears interest at a rate of LIBOR plus
.75%, (ii) is collateralized by certain treasury bills held by the Company, and
(iii) provides for payment of $232,500 in quarterly installments through
November 1, 1995. The balance remaining on the note was $ 335,000 at March 31,
1995.
<PAGE>
Between November, 1993 and January, 1995 the Company repurchased 750,700
shares of its common stock in the open market at an average price of $3.57 per
share. In October, 1994, the Company announced that it planned to purchase up
to an additional 300,000 shares of its common stock in the open market or in
privately negotiated or block transactions. The Company has purchased 166,200
shares under this program.
The Company's existing capital resources (including its bank credit
facilities) and its cash flow from operations are expected to be adequate to
cover the Company's cash requirements for the foreseeable future. The lending
facilities of the Canadian Apparel Segment expired on December 31, 1993 and it
is currently holding discussions with several lending institutions and expects
to finalize new lending arrangements by the second quarter of 1995. The
Canadian Apparel Segment continues to borrow from its current lender. The
facility is guaranteed by the Company, and, as security for its obligations
under this temporary arrangement, the Company has provided such lender with
standby letters of credit equal to or above the level of borrowings.
Inflation has not materially impacted the operations of the Company.
Results of Operations:
Consolidated net sales for the three month period ended March 31, 1995
slightly increased to $ 10,888,000 from $ 10,557,000 from the prior period of
the comparable year due principally to increased revenues from its United State
Apparel Segment and despite decreased revenues from its Canadian Apparel
Segment and Electronics Segment.
The net loss for the three month period ended March 31, 1995 significantly
decreased to $ 313,000 from $ 11,184,000 from the comparable period of the
prior year due to a non-cash charge in the prior period of $ 13,687,000
(exclusive of tax benefit) reflecting the Company's write-off of its 43% equity
interest in USA Classic, Inc., subordinated debt approximating $ 2,400,000 and
approximately $ 2,200,000 of related costs. The net loss for the current
period was reduced by approximately $ 869,000 of income related to insurance
proceeds due the Company resulting from the death of the Company's principal
officer net of accrued costs due to the officer's estate and other charges.
Revenues for the United States Apparel Segment for the three months ended
March 31, 1995 increased to $ 5,082,000 from $ 3,584,000 from the comparable
period of the prior year principally due to revenues recorded by the Company's
new East End Apparel Group Ltd. subsidiary. Revenues also increased at the
Company's East/West division. The operating loss for the three month period
ended March 31, 1995 increased to $ 1,185,000 from $ 575,000 from the
comparable period of the prior year due to a lower gross profit recorded by the
East/West division due to several factors related to a significantly weak
retail environment and to an operating loss recorded by the new East End
subsidiary.
<PAGE>
Revenues for the Canadian Apparel Segment for the three months ended March
31, 1995 decreased to $ 1,700,000 from $ 2,234,000 from the comparable period
of the prior year due to a decrease in the number of units shipped during the
period. Despite a reduction in revenues, the operating loss for the period
decreased to $ 330,000 from $ 389,000 in the prior period due principally to a
reduction in selling general and administrative expenses.
Revenues for the Electronics Segment for the three months ended March 31,
1995 decreased to $ 4,106,000 from $ 4,739,000 from the comparable period of
the prior year due to a decrease in the number of units shipped during the
period. Operating income slightly decreased to $ 1,303,000 for the period from
$ 1,318,000 in the prior period due principally to a reduction in sales and
despite a higher gross profit recorded on sales in the current period.
Consolidated gross profit as a percentage of sales for the three months
ended March 31, 1995 decreased to 26.4% from 28.9% for the comparable period of
the prior fiscal year due principally to a lower gross profit realized by the
Company's United States Apparel Segment and despite higher gross profits
realized by the Company's Canadian Apparel Segment and Electronics Segment.
Selling, general and administrative expenses as a percentage of sales for
the three months ended March 31, 1995 increased to 37.8% from the prior period
of the comparable year. Selling, general and administrative expenses increased
to $ 4,119,000 from $ 3,284,000 for the prior comparable period. These
increases were principally due to selling, general and administrative costs
incurred by the new East End subsidiary and higher corporate expenses related
to the class action litigation.
Interest expense significantly increased for the three months ended March
31, 1995 to $ 655,000 from $ 200,000 from the prior comparable period
principally due to interest charges associated with the United States Apparel
Segment's higher inventory levels in the current period and to higher interest
rates.
Investment and other income for the three months ended March 31, 1995
significantly increased to $ 1,584,000 from $ 136,000 from the comparable
period of the prior year due to (i) insurance proceeds due the Company
resulting from the death of the Company's principal officer net of accrued
costs due to the officer's estate, (ii) to the reduction in the unrealized loss
on marketable securities due to a decrease in interest rates and (iii)
increased commission income earned by the Company's U.S. Apparel Segment.
The Company did not record any tax benefit on the current pre-tax loss
because it is uncertain whether tax benefit recorded will be realized in future
periods.
Certain Material Trends:
Despite continued profitability into 1995, the Company's Electronic
Segment continues to face a difficult business environment marked by increasing
pressure on the Company's prices for its sole source sales and a general
reduction in the level of funding for the defense sector. Based on its planned
delivery schedules, the Company expects a reduction in Electronic Segment
revenues in 1995.
<PAGE>
The Company's Electronic Segment is continuing to seek new contracts which
require up-front design, engineering, prototype and preproduction costs. While
the Segment attempts to negotiate contract awards for reimbursement of product
development, there is no assurance that sufficient monies will be set aside by
the government for such effort. In addition, even if the government agrees to
reimburse development costs, there is still a significant risk of cost overrun
which may be reimbursable. Furthermore, once the Company has completed the
design and preproduction stage, there is no assurance that funding will be
provided for future production.
The Electronics Segment is heavily dependent upon military spending as a
source of revenues and income. World events have led the government of the
United States to reevaluate the level of military spending necessary for
national security. Any significant reductions in the level of military
spending by the Federal Government could have a negative impact on the
Electronics Segment's future revenues and earnings.
In July, 1993, the Company acquired the assets of Panda, an importer and
distributor of women's activewear and outerwear and in May 1994, started up its
new East End Apparel Group, Ltd. subsidiary, an importer of women's sportswear
and outerwear, both of which will constitute the Company's United States
Apparel Segment. A majority of the business of both the United States and the
Canadian Apparel Segment is associated with the sale of outerwear. The third
and fourth quarters are generally the primary selling seasons for outerwear
sales. Furthermore, where sale of outerwear constitutes a significant
percentage of such segment's business, the first and second quarters are
historically weak periods since its customers do not generally request shipment
of merchandise during this time.
Despite the continued market acceptance of its established lines, a
weakened economy in the United States and Canada could have an adverse impact
on the Apparel Segments' revenues and earnings. The Apparel Segments' large
customers included many of the major department stores which may be vulnerable
in a weakened economy. Furthermore, many published reports have indicated that
the apparel industry has not yet participated in the nation's recent economic
recovery and the share of consumer personal spending devoted to apparel has
dropped to record lows. Finally, warm weather throughout many regions of the
United States and Canada created sluggish outerwear sales for retailers during
the third and fourth quarters of 1994. In addition to the negative impact this
had on the Company's fourth quarter sales and gross profit in 1994, it is
uncertain what impact this may have on the buying capabilities of the major
retailers in 1995.
The lending facilities of the Canadian Apparel Segment expired on December
31, 1993. The Segment is currently holding discussions with several lending
institutions and expects to finalize new lending arrangements by the second
quarter of 1995. If the Segment experiences any significant delay in
finalizing new lending arrangements, timely delivery of products to customers
during its primary selling season could be impaired. Furthermore, in the event
that the Segment is unable to consummate any such banking transaction, it will
be forced to significantly decrease its ongoing operations.
<PAGE>
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 therunto duly authorized.
ORBIT INTERNATIONAL CORP.
Registrant
Dated: June 28, 1995 /s/ Dennis Sunshine
Dennis Sunshine, President, Chief
Executive Officer and Director
Dated: June 28, 1995 /s/ Mitchell Binder
Mitchell Binder, Vice President-
Finance, Chief Financial Officer
and Director
<PAGE>
PART II
OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. No reports on form 8-K were filed by
Registrant for the quarter for which this report is filed.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 528,000
<SECURITIES> 5,153,000
<RECEIVABLES> 5,577,000
<ALLOWANCES> 1,114,000
<INVENTORY> 20,581,000
<CURRENT-ASSETS> 33,292,000
<PP&E> 5,961,000
<DEPRECIATION> 2,585,000
<TOTAL-ASSETS> 62,666,000
<CURRENT-LIABILITIES> 23,772,000
<BONDS> 7,730,000
<COMMON> 877,000
0
0
<OTHER-SE> 30,287,000
<TOTAL-LIABILITY-AND-EQUITY> 62,666,000
<SALES> 10,888,000
<TOTAL-REVENUES> 10,888,000
<CGS> 8,011,000
<TOTAL-COSTS> 8,011,000
<OTHER-EXPENSES> 4,119,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 655,000
<INCOME-PRETAX> (313,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (313,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (313,000)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
