<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
(AMENDMENT NO. 4)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997
COMMISSION FILE NUMBER: 0-15925
CAPITAL PACIFIC HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 95-2956559
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
4100 MACARTHUR BLVD., SUITE 200
NEWPORT BEACH, CALIFORNIA 92660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(714) 622-8400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK $.10 PAR VALUE
(TITLE OF EACH CLASS)
THE AMERICAN STOCK EXCHANGE
(NAME OF EACH EXCHANGE ON WHICH REGISTERED)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
At May 27, 1997, the aggregate market value of the voting stock held by
persons other than the directors, executive officers and principal shareholders
filing Schedules 13D of the Registrant was $5,548,463 as determined by the
closing price on the American Stock Exchange. The basis of this calculation does
not constitute a determination by the Registrant that all of its principal
shareholders, directors and executive officers are affiliates as defined in Rule
405 under the Securities Act of 1933.
At May 27, 1997, there were 14,995,000 shares of Common Stock outstanding.
Part III incorporates certain information by reference to the Registrant's
definitive proxy statement to be filed with the Commission no later than June
27, 1997.
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<PAGE> 2
$15.0 and $37.6 million, respectively. Subsequent to the end of fiscal year
1997, the Company's Arizona operation secured a $10.0 million non-recourse
line of credit and Durable secured a $30.0 million non-recourse line of
credit to replace the existing $15.0 million non-recourse line. The Company
intends to maintain its traditional lending relationships as a source of
liquidity to the extent permitted by the indenture (the "Indenture") to
which the Notes are subject. The Company believes this financing strategy
allows orderly growth and greater flexibility to react quickly to changing
market conditions. The Company also utilizes joint ventures within its
operations as a source of financing and risk management. The Company
currently has two new joint ventures with IHP Investment Fund I, (an
advisor to the State of California Public Employees Retirement System
("CalPERS")) and one with an institutional investor. The Company has
successfully completed several projects and closed many homes utilizing
this strategy in the past.
(4) Controlling costs and maintaining operational efficiency. The
Company has job cost, warranty tracking and construction scheduling systems
and other quality controls to control costs and to reduce the effect of
certain risks inherent in the home-building industry. These systems and
controls enable the Company to improve and monitor its efficiencies.
(5) Minimizing land and inventory risk. The Company carefully manages
its land and inventory risk in a variety of ways. The Company monitors its
supply of owned, optioned and controlled land to maintain an adequate
pipeline of building lots in each of its markets while avoiding excess land
holdings. The Company prefers to purchase entitled land, typically in
parcels of only 50 to 250 lots, and makes use of options, seller financing
and joint ventures, when available, to reduce its capital commitment and
exposure to risks. "Entitled" land is generally defined as land that has
received all necessary land use approvals for residential development from
the appropriate state, county and local governments, including any required
tract maps and subdivision approvals. The Company generally tries to limit
its speculative building by commencing construction only after some sales
have been made and prefers to limit each construction phase to 10-15 units.
The Company generally purchases and holds land in amounts sufficient to
support home production and sales over a 24 to 48 month period in
California, and in amounts sufficient to support home production and sales
over an 18 to 36 month period in Nevada, Texas and Arizona.
GEOGRAPHIC MARKETS
At February 28, 1997, the Company owned lots in various stages of
development with respect to approximately 45 projects, including 17 projects
located in the Orange, Los Angeles and Riverside Counties of Southern
California, 9 projects located in Las Vegas, Nevada, 15 projects located in
Austin, Texas and 4 projects located in Phoenix, Arizona. The Company is
currently selling homes in 42 of these projects. The Company's homes currently
range in size from 1,284 to 6,287 square feet in Southern California, from 1,110
to 3,342 square feet in Nevada, from 830 to 4,500 square feet in Texas and from
930 to 3,579 square feet in Arizona. The Company's homes are currently priced
from $148,000 to $1,364,000 in Southern California, from $99,000 to $286,000 in
Nevada, from $66,000 to $320,000 in Texas and from $72,000 to $300,000 in
Arizona. At February 28, 1997, the Company, including unconsolidated joint
ventures, owned 2,087 building sites, including sites with finished homes or
homes under construction (702 in California, 784 in Nevada, 454 in Texas and 147
in Arizona) and controlled an additional 1,240 building sites (158 in
California, 419 in Nevada and 663 in Texas) through options and purchase
contracts.
3
<PAGE> 3
ITEM 6. SELECTED FINANCIAL DATA.
The following selected consolidated financial information of the Company is
presented for the fiscal years ended February 28, 1997, February 29, 1996,
February 28, 1995, February 28, 1994 and February 28, 1993. The selected
financial information and other data should be read in conjunction with the
Company's audited Consolidated Financial Statements and the notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations, both of which are included elsewhere in this report. Certain
reclassifications have been made to the prior years balances to conform to the
current year presentation.
<TABLE>
<CAPTION>
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND OPERATING DATA)
LAST DAY OF FEBRUARY
-------------------------------------------------------------------
1993 1994 1995 1996 1997
-------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total revenues(1).................. $ 75,702 $91,066 $143,089 $169,018 $212,415
-------- ------- -------- -------- --------
Cost and expenses:
Cost of homes and land........... 68,257 73,348 112,152 138,707 171,665
Adjustments to carrying value of
real estate projects and
investments in partnerships.... 75,476 -- -- --
Interest expense................... 8,538 418 -- --
Provision for litigation
judgment....................... -- -- 1,950 --
Selling, general and
administrative................. 9,764 12,322 22,314 26,126 36,881
-------- ------- -------- -------- --------
Total costs and
expenses................ 162,035 86,088 136,416 164,833 208,546
-------- ------- -------- -------- --------
Minority interest.................. -- 4,332 5,883 1,080 (192)
-------- ------- -------- -------- --------
Income (loss) before income taxes
and extraordinary items.......... (86,333) 646 790 3,105 4,061
Income tax (benefit) expense....... (1,792) -- 216 503 539
-------- ------- -------- -------- --------
Income (loss) before extraordinary
items............................ (84,541) 646 574 2,602 3,522
Extraordinary items:
Extraordinary gain for debt
retired at less than face
value, net of taxes............ -- 4,268 3,075 -- --
-------- ------- -------- -------- --------
Net income (loss).................. $(84,541) $ 4,914 $ 3,649 $ 2,602 $ 3,522
======== ======= ======== ======== ========
Net income (loss) per common share:
Before extraordinary items......... $ (6.05) $ .04 $ .04 $ .17 $ .23
Extraordinary items................ -- .30 .20 -- --
-------- ------- -------- -------- --------
Net income (loss) per share(2)..... $ (6.05) $ .34 $ .24 $ .17 $ .23
======== ======= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
AT THE LAST DAY OF FEBRUARY
--------------------------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Real estate projects.................. $ 99,636 $105,696 $167,807 $227,194 $233,562
Total assets.......................... 115,551 121,954 215,175 266,508 271,918
Notes payable......................... 38,433 34,709 29,391 63,929 73,474
Senior Unsecured Notes Payable........ -- -- 100,000 100,000 100,000
Due to parent......................... 1,702 -- -- -- --
Stockholders' equity.................. 48,015 55,594 60,744 63,346 66,868
OPERATING DATA (in units):
Homes closed.......................... 115 404 824(3) 1,174 1,113
Homes contracted for.................. 126 478 835(4) 1,182 1,039
Homes in backlog...................... 92 305 432 438 366
</TABLE>
- ---------------
(1) Total revenues excluding unconsolidated joint ventures.
(2) The weighted average number of shares outstanding is 14,995,000 for the
years ended February 28, 1997, February 29, 1996 and February 28, 1995,
14,488,000 for the year ended February 28, 1994 and 13,980,000 for the year
ended February 28, 1993.
(3) Excludes homes closed by Clark Wilson for the six month period prior to the
Clark Wilson Acquisition.
(4) Excludes 116 homes in Clark Wilson's backlog at August 31, 1994 (prior to
the Clark Wilson acquisition).
16
<PAGE> 4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements in the financial discussion and analysis by management
contain "forward-looking" information (as defined in the Private Securities
Litigation Reform Act of 1995) that involves risk and uncertainty, including
projections and assumptions regarding the business environment in which the
Company operates. Actual future results and trends may differ materially
depending on a variety of factors, including the Company's successful execution
of internal performance strategies; changes in general national and regional
economic conditions, such as levels of employment, consumer confidence and
income, availability to homebuilders of financing for acquisitions, development
and construction, availability to homebuyers for permanent mortgages, interest
rate levels and the demand for housing; supply levels of land, labor and
materials; difficulties in obtaining permits or approvals from governmental
authorities; difficulties in marketing homes; regulatory and weather and other
environmental uncertainties; competitive influences; and the outcome of pending
and future legal claims and proceedings.
RESULTS OF OPERATIONS -- GENERAL
Fiscal Year 1997 (Year Ended February 28, 1997) Compared to Fiscal Year 1996
(Year Ended February 29, 1996)
Net Income. The Company recorded net income of $3.5 million in fiscal year
1997 or $0.23 per share, compared to net income of $2.6 million, or $0.17 per
share, for fiscal year 1996. These results were due to the factors described
below.
Revenues from Sales of Homes. Total revenues including unconsolidated joint
ventures were $218.7 million for fiscal 1997 compared to $208.4 million for
fiscal 1996. Revenues from housing sales for fiscal year 1997 increased by 26.9%
to $207.9 million from $163.8 million in fiscal year 1996; the revenues figures
for housing sales for fiscal year 1997 and fiscal year 1996 do not include
closings from the unconsolidated joint ventures. This revenue increase was due
to an increase in the average sales price during the fiscal year. Home closings
for fiscal year 1997 were 1,113 (which includes 31 homes closed in
unconsolidated joint ventures) compared to 1,174 homes (which includes 115 homes
closed in unconsolidated joint ventures) for fiscal year 1996, a decrease of 61
homes which, nevertheless, resulted in an increase in total revenue.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for fiscal year 1997 of $36.9 million increased $10.8
million over fiscal year 1996. This increase was primarily due to the increased
number of projects being marketed in California and Texas.
Minority Interest. Minority interest expense for fiscal 1997 of $(192)
thousand decreased $1,272 thousand from fiscal 1996. This decrease was due to a
reduced number of consolidated joint venture home closings in fiscal year 1997.
For fiscal 1997, consolidated joint venture closings totaled 17 units versus the
75 units closed in fiscal 1996.
Backlog. During the fiscal year ended February 28, 1997, the Company
recorded 1,039 net orders (home sales contracted for less cancellations), which
was 143 homes lower than fiscal year 1996. The Company had $93.2 million in its
backlog (homes under contract but not closed) at February 28, 1997, which was an
increase of $6.3 million over the Company's backlog at February 29, 1996. The
Company had 366 homes in its backlog at February 28, 1997, which was a decrease
of 74 homes over the Company's backlog at February 29, 1996. As of April 30,
1997, the Company had $106.3 million consisting of 438 homes in its backlog.
Fiscal Year 1996 (Year Ended February 29, 1996) Compared to Fiscal Year 1995
(Year Ended February 28, 1995)
General. The results of operations of the Company for the fiscal year ended
February 28, 1995, do not include the full year of Clark Wilson's results of
operations due to the fact that the Clark Wilson Acquisition did not occur until
the start of the third quarter of fiscal year 1995.
17
<PAGE> 5
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE YEARS ENDED
----------------------------------------------
FEBRUARY 28, FEBRUARY 29, FEBRUARY 28,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES:
Sales of homes and land............................. $139,123 $163,768 $207,869
Income (loss) from unconsolidated joint ventures.... (7) 1,560 259
Interest and other income, net...................... 3,973 3,690 4,287
-------- -------- --------
143,089 169,018 212,415
-------- -------- --------
COSTS AND EXPENSES:
Cost of homes and land.............................. 112,152 138,707 171,665
Selling, general and administrative................. 22,314 26,126 36,881
Provision for litigation judgment................... 1,950 -- --
Minority interest................................... 5,883 1,080 (192)
Interest............................................ -- -- --
-------- -------- --------
142,299 165,913 208,354
-------- -------- --------
Income before provision for income taxes and
extraordinary gain.................................. 790 3,105 4,061
Provision for income taxes............................ 216 503 539
-------- -------- --------
Income before extraordinary gain...................... 574 2,602 3,522
Extraordinary gain for debt retired at less than face
value, net of taxes................................. 3,075 -- --
-------- -------- --------
Net income............................................ $ 3,649 $ 2,602 $ 3,522
======== ======== ========
NET INCOME PER COMMON SHARE:
Before extraordinary gain........................... $ .04 $ .17 $ .23
Extraordinary gain.................................. .20 -- --
-------- -------- --------
Net income.......................................... $ .24 $ .17 $ .23
======== ======== ========
Weighted Average Number of Shares..................... 14,995 14,995 14,995
======== ======== ========
</TABLE>
See accompanying notes to financial statements.
25
<PAGE> 6
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The estimated fair values of the Company's financial instruments are as
follows:
<TABLE>
<CAPTION>
AT FEBRUARY 29, 1996 AT FEBRUARY 28, 1997
-------------------- ---------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Financial Assets:
Cash and equivalents........... $ 13,850 $13,850 $ 11,434 $ 11,434
Financial Liabilities:
Notes payable to banks......... $ 59,806 $59,806 $ 67,889 $ 67,889
Trust deed notes payable....... 1,622 1,622 3,680 3,680
Senior unsecured notes
payable..................... 100,000 96,000 100,000 100,000
Promissory note payable........ 2,500 2,500 1,905 1,905
</TABLE>
13. SUPPLEMENTAL GUARANTOR INFORMATION
In connection with the offering in fiscal 1995 of the Senior Unsecured
Notes (the "Offering"), the Company and certain of its wholly-owned subsidiaries
(Guarantors) jointly, severally, fully and unconditionally guaranteed such
notes. Supplemental condensed combined financial information of the Company,
Guarantors and non-guarantors is presented as follows. As discussed in Note 3 in
Notes To Supplemental Guarantor Information, these financial statements are
prepared using the equity method of accounting for the Company's and the
Guarantors' investments in subsidiaries and partnerships. This supplemental
financial information should be read in conjunction with the Consolidated
Financial Statements.
AS OF AND FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 1997
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
CAPITAL
PACIFIC NON- TOTAL
HOLDINGS, INC. GUARANTORS(1) GUARANTORS(2) ELIMINATIONS(4) CONSOLIDATED
-------------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
Cash.......................... $ 7,759 $ 1,155 $ 2,520 $ 0 $ 11,434
Inventories................... 154,188 45,163 38,109 (3,898) 233,562
Investment in Partnerships and
subsidiaries(3)............. 27,748 1,044 -- (27,679) 1,113
Intercompany advances......... 36,045 (21,592) (14,453) 0
Other......................... 16,437 3,863 5,509 25,809
-------- -------- -------- -------- --------
Total Assets......... $242,177 $ 29,633 $ 31,685 $(31,577) $271,918
======== ======== ======== ======== ========
Accounts payable and accrued
liabilities................. $ 16,978 $ 8,326 $ 5,912 $ 31,216
Intercompany advances......... 0
Notes payable................. 159,195 7,009 7,270 173,474
Minority interest............. 360 360
Shareholders' equity.......... 66,004 14,298 18,503 (31,937) 66,868
-------- -------- -------- -------- --------
Total Liabilities and
Equity............. $242,177 $ 29,633 $ 31,685 $(31,577) $271,918
======== ======== ======== ======== ========
</TABLE>
38
<PAGE> 7
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
CAPITAL
PACIFIC NON- TOTAL
HOLDINGS, INC. GUARANTORS(1) GUARANTORS(2) ELIMINATIONS(4) CONSOLIDATED
-------------- ------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
Revenues:
Sales of homes and land..... $ 89,757 $ 38,374 $ 79,738 $207,869
Interest and other income,
net....................... 908 251 3,130 $ 4,287
Equity in income of
partnerships and
subsidiaries(3)........... 316 (226) 0 168 259
-------- -------- -------- -------- --------
Total Revenues....... 90,981 38,399 82,868 168 212,415
-------- -------- -------- -------- --------
Cost of homes and land........ 69,816 35,399 66,450 171,665
Selling, general and
administrative.............. 18,403 5,848 12,630 36,881
Interest...................... 0 0 0 0
Minority interest............. (192) (192)
-------- -------- -------- -------- --------
Income before provision for
income taxes................ 2,762 (2,848) 3,788 360 4,061
Provision (benefit) for income
taxes....................... 470 70 539
-------- -------- -------- -------- --------
Net income (loss).... $ 2,292 $ (2,848) $ 3,718 $ 360 $ 3,522
======== ======== ======== ======== ========
STATEMENT OF CASH FLOWS
Net cash from (used in)
operating activities........ $ (8,172) $ (3,685) $ 1,719 $ 2,534 $ (7,604)
Net cash from (used in)
investing activities........ 998 (2,174) (647) 0 (1,823)
Net cash from (used in)
financing activities........ 8,899 4,267 (3,621) (2,534) 7,011
-------- -------- -------- -------- --------
Net increase (decrease) in
cash........................ 1,725 (1,592) (2,549) 0 (2,416)
Cash -- beginning of period... 6,034 2,747 5,069 0 13,850
-------- -------- -------- -------- --------
Cash -- end of period......... $ 7,759 $ 1,155 $ 2,520 $ 0 $ 11,434
======== ======== ======== ======== ========
</TABLE>
39
<PAGE> 8
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF AND FOR THE TWELVE MONTHS ENDED FEBRUARY 28, 1995 (CONTINUED)
(IN THOUSANDS)
(UNAUDITED)
(3) Investments in partnerships and subsidiaries are accounted for by the
Company and the Guarantors on the equity method for purposes of the
supplemental combining presentation.
(4) The elimination entries eliminate investments in subsidiaries, partnerships
and intercompany balances.
15. UNAUDITED QUARTERLY FINANCIAL DATA
Summarized quarterly financial data for the years ended February 29, 1996
and February 28, 1997 is as follows (in thousands except for per share data):
<TABLE>
<CAPTION>
QUARTER
--------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
1997:
Total revenues........................ $45,900 $64,392 $50,176 $51,947 $212,415
Gross profit on sales of homes and 8,025 10,594 7,367 10,218 36,204
land................................
Net income (loss)..................... $ 327 $ 2,066 $ 940 $ 189 $ 3,522
======= ======= ======= ======= ========
Net income (loss) per common share.... $ .02 $ .14 $ .06 $ .01 $ .23
======= ======= ======= ======= ========
1996:
Total revenues........................ $33,140 $28,416 $33,558 $73,904 $169,018
Gross profit on sales of homes and 5,426 4,633 4,817 10,185 25,061
land................................
Net income (loss)..................... $ (273) $ (226) $ 550 $ 2,551 $ 2,602
======= ======= ======= ======= ========
Net income (loss) per common share.... $ (.02) $ (.01) $ .04 $ .16 $ .17
======= ======= ======= ======= ========
</TABLE>
44
<PAGE> 9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference to the
Company's definitive proxy statement to be filed with the Commission no later
than June 27, 1997 (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to the
Company's definitive Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by Item 12 is incorporated by reference to the
Company's definitive Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference to the
Company's definitive Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1. Financial Statements. The following Consolidated Financial
Statements, together with the Notes thereto and Independent
Auditors' Report thereon, are included in Part II, Item 8 of this
report.
CAPITAL PACIFIC HOLDINGS, INC.
Reports of Independent Public Accountants
Consolidated Balance Sheets as of February 29, 1996 and February 28,
1997
Consolidated Statements of Operations for the years ended February
28, 1995, February 29, 1996 and February 28, 1997
Consolidated Statements of Stockholders' Equity for the years ended
February 28, 1995, February 29, 1996 and February 28, 1997
Consolidated Statements of Cash Flows for the years ended February
28, 1995, February 29, 1996 and February 28, 1997
Notes to Consolidated Financial Statements.
45
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> MAR-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 11,434
<SECURITIES> 0
<RECEIVABLES> 4,801
<ALLOWANCES> 0
<INVENTORY> 233,562
<CURRENT-ASSETS> 17,652
<PP&E> 11,563
<DEPRECIATION> 3,817
<TOTAL-ASSETS> 271,918
<CURRENT-LIABILITIES> 31,216
<BONDS> 100,000
0
0
<COMMON> 1,500
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 271,918
<SALES> 207,869
<TOTAL-REVENUES> 212,415
<CGS> 171,665
<TOTAL-COSTS> 208,354
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,061
<INCOME-TAX> 539
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,522
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
</TABLE>
