<PAGE> 1
UNITED STATES
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 quarter period ended JULY 1, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
ACT OF 1934
For the transition period from to
------ ------
Commission file number 0-16482
-------
ROADMASTER INDUSTRIES, INC.
---------------------------
(Exact name of Registrant as specified in its charter)
Delaware 84-1065239
------------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
250 Spring Street NW, Atlanta, Georgia 30303
--------------------------------------------
(Address of principal executive offices, including zip code)
(404)586-9000
--------------------------------------------
(Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, net of treasury stock, as of the latest practicable date.
Class Outstanding at July 31, 1995
--------------------------- ----------------------------
Common Stock $.01 par value 49,801,929 shares
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROADMASTER INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
July 1, December 31,
1995 1994
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,548 $ 6,378
Accounts and notes receivable, net 167,070 187,161
Inventories 184,407 150,856
Prepaid expenses and other assets 16,651 8,786
Prepaid and refundable income taxes 6,723 2,319
Deferred income taxes 2,897 2,669
--------- ---------
Total current assets 383,296 358,169
Property, plant and equipment 105,585 96,411
Less: accumulated depreciation and amortization 30,552 25,204
--------- ---------
Net property, plant and equipment 75,033 71,207
Deferred income taxes 1,353 1,335
Investments in equity securities, at market 1,433 1,431
Deferred financing and acquisition charges 23,971 22,467
Goodwill 75,036 56,916
Other assets 4,672 5,102
--------- ---------
Total assets $ 564,794 $ 516,647
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving lines of credit $ 106,198 $ 61,230
Current portion of long-term debt 2,205 2,429
Accounts payable 82,003 79,501
Accrued expenses 45,008 38,618
--------- ---------
Total current liabilities 235,414 181,778
Revolving lines of credit, long-term 82,000 82,000
Long-term debt 144,687 145,279
Other long-term liabilities 4,493 4,493
Stockholders' equity:
Preferred stock -- --
Common stock 540 536
Additional paid-in capital 103,736 102,121
Retained earnings 8,559 15,416
Deferred compensation (3,137) (3,479)
Net unrealized loss on equity securities (644) (643)
--------- ---------
109,054 113,951
Treasury stock, at cost (10,854) (10,854)
--------- ---------
Total stockholders' equity 98,200 103,097
--------- ---------
Total liabilities and stockholders' equity $ 564,794 $ 516,647
========= =========
</TABLE>
See accompanying notes.
2
<PAGE> 3
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 1, 1995 JULY 2, 1994 JULY 1, 1995 JULY 2, 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 172,713 $102,566 $ 348,259 $200,854
Cost of sales 152,935 86,943 304,524 172,079
--------- -------- --------- --------
Gross profit 19,778 15,623 43,735 28,775
Selling, general and
administrative expenses 18,921 8,231 36,239 15,219
--------- -------- --------- --------
Operating income 857 7,392 7,496 13,556
--------- -------- --------- --------
Other expense, net:
Interest expense 9,185 4,848 17,103 9,657
Other, net 857 845 1,970 938
--------- -------- --------- --------
10,042 5,693 19,073 10,595
--------- -------- --------- --------
Earnings before income tax expense (9,185) 1,699 (11,577) 2,961
Income tax expense (3,606) 646 (4,521) 1,126
--------- -------- --------- --------
Net earnings $ (5,579) $ 1,053 $ (7,056) $ 1,835
========= ======== ========= ========
Earnings per common share:
Primary and fully diluted $ (0.11) $ 0.03 $ (0.14) $ 0.06
========= ======== ========= ========
Weighted average common shares
outstanding and common stock
equivalents:
Primary and fully diluted 49,083 30,904 48,866 30,403
========= ======== ========= ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 1, JULY 2,
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ (7,056) $ 1,835
Adjustments to reconcile net earnings to net cash
used in operating
activities:
Depreciation and amortization 6,432 2,783
Amortization of deferred compensation 341 101
Other non-cash transactions -- (367)
Change in assets and liabilities:
Accounts receivable 22,068 3,170
Inventories (22,348) 5,008
,008
Prepaid expenses and other assets (7,777) 227
Cash in escrow -- (67)
Other assets (2,136) (3,547)
Accounts payable 2,500 (30,754)
Accrued expenses 86 3,567
Income taxes (4,406) (302)
Deferred income taxes (252) 11
-------- --------
Net cash used in operating activities (12,548) (18,335)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (8,082) (7,195)
Acquisitions (23,998) (8,042)
Purchase of marketable securities -- (3,164)
-------- --------
Net cash used in investing activities (32,080) (18,401)
-------- --------
Cash flows from financing activities:
Net change in revolving lines of credit 44,968 17,182
Principal payments of long term debt (1,195) (2,567)
Payments related to the issuance of long term debt -- (7,000)
Debt refinancing cost incurred (231) (753)
Additions to borrowings -- --
Cumulative translation adjustments 136 (212)
Purchase of treasury stock -- (114)
Proceeds from exercise of stock warrants 120 1,017
-------- --------
Net cash provided by financing activities 43,798 7,553
-------- --------
Net decrease in cash and cash equivalents (830) (29,183)
Cash and cash equivalents, beginning of period 6,378 37,410
-------- --------
Cash and cash equivalents, end of period $ 5,548 $ 8,227
======== ========
</TABLE>
See accompanying notes.
4
<PAGE> 5
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission regarding interim financial reporting. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and should be
read in conjunction with the most recent annual audited financial statements of
the Company. In the opinion of management, these unaudited consolidated
financial statements include all adjustments necessary for a fair presentation
of its financial position as of July 1, 1995, and the results of operations and
its cash flows for the six months then ended. Such adjustments were of a normal
recurring nature.
The Company's business is seasonal in nature and subject to general
economic conditions and other factors. Accordingly, the results of operations
for the three and six months ended July 1, 1995 and July 2, 1994 are not
necessarily indicative of the results which may be expected for the full year.
2. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Six months ended
July 1, 1995 July 2,1994
------------ -----------
<S> <C> <C>
Supplemental disclosures of cash flow information:
(in thousands)
Cash paid for:
Interest $16,694 $ 3,933
======= =======
Income taxes $ 576 $ 1,404
======= =======
Supplemental schedule of non-cash investing
and financing activities:
Common stock contributed to ESOP $ -- $ 776
Shares leveraged to purchase common stock for ESOP -- 478
Treasury stock retired -- 3,064
Purchase of marketable securities on margin -- 1,913
Exchange of common stock for minority interest of ISF -- 1,308
Exchange of common stock for interest of MZH 1,500 --
Acquisitions of businesses:
Fair value of assets acquired $27,902 $11,687
Issuance of common stock 1,500 2,500
Cash paid 21,478 8,042
------- -------
Liabilities assumed $ 4,924 $ 1,145
======= =======
</TABLE>
5
<PAGE> 6
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVENTORIES
At July 1, 1995 and December 31, 1994, inventories consisted of:
(in thousands)
<TABLE>
<CAPTION>
July 1, 1995 December 31, 1994
------------ -----------------
<S> <C> <C>
Raw materials $ 51,699 $ 57,902
Work in process 6,313 8,604
Finished goods 126,395 84,350
-------- --------
Total inventory $184,407 $150,856
======== ========
</TABLE>
4. FINANCIAL REPORTING PERIOD
For comparative purposes the quarter ending July 1, 1995 is consistent
with the same period ending July 2, 1994. The Company prepares its financial
statements on thirteen (13) week quarters comprised of two four-week periods
and one five-week period.
5. ACQUISITIONS
On February 28, 1994, the Company acquired the assets and business of
American Playworld Inc. ("American"), a manufacturer of trampolines distributed
mainly to mass merchants. American had revenues of approximately $17 million in
1993. The purchase price included $7.0 million in cash, 606,061 shares of the
Company's common stock valued at $2.5 million, and the assumption of certain
trade payables.
In April 1995, Nelson/Weather-Rite, Inc., a wholly owned subsidiary of
the Company, finalized the acquisition of certain assets and the business of
MZH, Inc. ("MZH"), a manufacturer and marketer of sleeping bags. MZH had
revenues of approximately $28 million in 1994. The purchase price included
$22.0 million in cash, 400,000 shares of the Company's Common Stock valued at
$1.5 million, and the assumption of certain liabilities.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales ("sales") increased $70.1 million or 68% and $147.4
million or 73% in the second quarter and first six months of 1995,
respectively, compared to the second quarter and first six months of
1994. These increases were due primarily to the acquisition of
Diversified Products Corporation ("DP"), Hutch Sports USA, Inc.
("Hutch"), Nelson/Weather-Rite, Inc. ("Nelson/Weather-Rite"), and
Willow Hosiery Company, Inc. ("Willow"), (defined collectively as the
"Sports Subsidiaries"), from The Actava Group Inc. in December 1994.
The Sports Subsidiaries were responsible for sales of approximately
$63 million in the second quarter of 1995 and $128 million in the six
months ended July 1, 1995. MZH, Inc. ("MZH"), which was acquired by
Nelson/Weather-Rite in April of 1995, contributed $8.6 million to
second quarter sales. In addition, toy sales were up 17% from the
first six months of 1994 to the first six months of 1995.
Approximately 59% of the 17% increase in toy sales was due to the
acquisition of American Playworld, Inc. in March 1994 and
approximately 34% of the 17% increase in toy sales was due to an
increase in swingset sales.
Gross profit increased $4.2 million or 27% and $15.0 million or
52% in the second quarter and first six months of 1995, respectively,
compared to the second quarter and first six months of 1994, primarily
resulting from higher sales volume. Gross profit, expressed as a
percent of sales, was 11.5% in the second quarter of 1995 and 12.6% in
the first six months of 1995 versus 15.2% and 14.3%, respectively, for
the same periods in 1994. These decreases in gross profit percentages
are the result of increased material costs related to cardboard,
plastics and steel, price commitments under various program buying by
various retailers, and a limited ability to pass along these increased
costs due to domestic and foreign competition in the bicycle and
fitness markets. During the second quarter, the Company implemented a
series of actions that management anticipates will positively impact
gross profit beginning in the latter half of this year. A second round
of price increases on the Company's bicycle line was effective in July
1995. The Company also has implemented price increases on the lowest
margin fitness product lines in August 1995.
Selling, general and administrative expenses, expressed as a
percent of sales, were 11.0% in the second quarter of 1995 and 10.4%
in the first six months of 1995 versus 8.0% and 7.6%, respectively,
for the same periods in 1994. This increase is due to higher selling,
general and administrative expenses associated with sales by the
Sports Subsidiaries. Prior to the acquisition, selling, general and
administrative expenses of the Sports Subsidiaries as a percentage of
their sales had been approximately 13%. Total selling, general and
administrative expenses increased $10.7 million and $21.0 million in
the second quarter and first six months of 1995, respectively,
compared to the second quarter and first six months of 1994, primarily
as a result of volume related expenses such as commissions and product
warranty expense.
Interest expense for the three and six months ended July 1, 1995
was $9.2 million and $17.1 million, respectively, increases of $4.3
million and $7.4 million from the same periods in 1994. The increase
is due to an increase in the prime rate of interest, which was
approximately 7.25% for the first six months of 1994 and approximately
9% for the first six months of 1995, on which the Company's revolving
line of credit is based, higher working capital necessary to support
the 73% increase in sales, and the approximately $60 million of debt
assumed in connection with the acquisition of the Sports Subsidiaries.
The Company has recorded a tax benefit of $4,521,000 in the
first six months of 1995, representing an effective tax rate of 39%.
The effective rate recognized in the first six months of 1994 was 38%.
This represents the Company's best estimate of the 1995 effective
rate.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's working capital has been obtained
primarily from internally generated funds and revolving lines of
credit from banks. On a consolidated basis, during the first six
months of 1995, the Company's operations utilized cash flow of
approximately $12.5 million, primarily due to the build-up of
inventories. The seasonal nature of the Company's sales imposes
fluctuating demands on its cash flow, due to the temporary buildup of
inventories in anticipation of, and receivables subsequent to, the
peak seasonal period, which historically has occurred around November
of each year. Cash of $8.1 million was used in capital expenditures.
The Company entered into a revolving credit facility in January
1994 providing $100 million, $50 million of which was subject to
restrictions on borrowings pursuant to certain covenants in the
indenture for the Company's $100 million 11.75% Senior Subordinated
Notes due 2002 (the "Notes"). This facility had a four-year term and
provided for interest at the prime rate, as defined, plus 1.25%. Such
rate was later reduced to prime plus 0.75%.
In December 1994, the Company restructured its revolving credit
line (the "Revolver") to include the Sports Subsidiaries as borrowers.
The Revolver provides for borrowings of up to $200 million at the
prime rate, as defined, plus 0.75% and includes a LIBOR option which
equals LIBOR plus 2.75%. The Company is currently borrowing pursuant
to the LIBOR alternative. Borrowings are supported by eligible
inventory, certain raw materials and finished goods and accounts
receivable.
The Revolver has a termination date of January 31, 1997. While
no assurances can be given that it will be able to effect its plans,
the Company plans to restructure the Revolver in the third quarter of
1995 to, among other things, increase the total facility, extend the
facility maturity and to permit the Company's operating subsidiaries
to sell certain accounts receivable at discounts preferable to the
rates under the Revolver, which management believes will ultimately
reduce the Company's cost of funds. As an interim step, in order to
meet the Company's seasonal working capital needs, the Revolver was
increased to permit borrowings of up to $215 million plus a seasonal
over-advance rate of 5% applied to the dollar value of certain
categories of inventory collateral. Prior to this increase, the
Company was not in compliance with certain loan covenants, none of
which involved the failure to make timely payment of principle or
interest when due. Such covenant non-compliance has subsequently been
waived through an amendment of the Revolver. Such amendment included
the increase and over-advance mentioned above.
The Company has two long-term debt issues, the $51,745,000
Convertible Subordinated Debentures due 2003 (the "Debentures") and
the Notes. The Debentures are redeemable at the option of the Company
beginning September 15, 1996 at a price of 105.875% of the principal
face amount. The redemption price declines to par on or after December
15, 2000. The Notes may be converted by the holders thereof, at any
time prior to redemption, to Common Stock at a conversion price of
$4.00. Before the Company's Debentures can be called for redemption,
the Company's Common Stock also must meet or exceed a minimum closing
price of $5.0625 per share for the thirty day period prior to such
notice of redemption.
The Notes and Debentures are obligations of the Company and the
ability of the Company to meet its debt service obligations will be
dependent on the ability of its subsidiaries to generate funds from
operations sufficient to meet their respective debt service and other
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES(CONTINUED)
obligations and, second, to pay or distribute amounts to the Company
sufficient to enable it to meet its debt service and other
obligations. The subsidiary revolving lines of credit restrict, with
limited exceptions, distributions, dividends and payments to the
Company, but, in each case, permit dividends and interest on
intercompany loans to be paid to the Company for the purpose of making
interest payments on the Notes and Debentures so long as the relevant
subsidiary is not in default thereunder. The Company does not
anticipate any further restrictions on its ability to make such
interest payments in anticipation of the restructuring of the
Revolver.
At July 1, 1995, the Company, on a consolidated basis, had
stockholders' equity of $98.2 million versus $103.1 million at
December 31, 1994. Management believes that the Company's financing
arrangements and anticipated cash flow during 1995 are adequate to
provide the funds necessary to support operations and to permit the
Company to meet its obligations.
INFLATION AND FOREIGN CURRENCY FLUCTUATIONS
Increases in the materials price of plastics, cardboard and
steel had a negative impact on the Company's results of operations for
the first six months of 1995 and on the industries in which the
Company competes in general. The manner in which sales programs are
set causes a delay in price adjustments which would pass some or all
of these increased costs on to the Company's customers. Management
believes the impact of material cost increases will be successfully
mitigated through sales price adjustments made in the first half of
the year and additional increases to be made in the third quarter of
1995.
Foreign currency fluctuations did not materially affect the
Company's operations during the second quarter or the six months ended
July 1, 1995.
9
<PAGE> 10
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On June 14, 1995 the Company held its 1995 meeting of stockholders in
Atlanta, Georgia. The actions addressed in the meeting included (i) the
election of nine directors; (ii) authorization of a new Key Employee Stock
Incentive Plan; (iii) approval of the performance goals for Named Executive
Officers under the Company's new Short-Term Incentive Plan for officers and
other key employees of the Company; (iv) authorization of a new Directors'
Restricted Stock Plan for non-employee directors; and (v) ratification of the
selection of Arthur Andersen LLP as the Company's auditors.
Nominees for directors were elected as follows: Mr. Fong - 42,103,952
affirmative votes, 303,136 votes withheld; Mr. Shake - 42,111,552 affirmative
votes, 295,536 votes withheld; Mr. Conti - 42,101,362 affirmative votes,
305,726 votes withheld; Mr. Rand - 42,112,152 affirmative votes, 294,936 votes
withheld; Mr. Bradley - 42,114,352 affirmative votes, 292,736 votes withheld;
Mr. Phillips - 42,123,552 affirmative votes, 283,536 votes withheld; Mr. Long -
42,124,652 affirmative votes, 282,436 votes withheld; Mr. Marshall - 42,125,452
affirmative votes, 281,636 votes withheld; and Governor Sanders - 42,121,312
affirmative votes, 285,776 votes withheld. There were no abstentions or broker
non-votes applicable to the election of directors.
Actions (ii) through (v) were approved by the stockholders with the
voting results as follows: Agenda item (ii) - 32,332,813 affirmative votes,
1,735,359 votes against, 289,936 abstentions, 8,048,980 broker non-votes;
Agenda item (iii) - 40,401,034 affirmative votes, 653,705 votes against,
247,383 abstentions, 1,104,966 broker non-votes; Agenda item (iv) - 39,953,471
affirmative votes, 678,424 votes against, 227,321 abstentions, 1,547,872 broker
non-votes; and Agenda item (v) - 42,177,955 affirmative votes, 126,430 votes
against and 102,703 abstentions.
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits:
11 - Computation of Per Share Earnings
27 - Financial Data Schedule (submitted in electronic form to
SEC only)
b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
July 1, 1995.
10
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
ROADMASTER INDUSTRIES, INC.
Dated: August 14, 1995 By: /s/ Jeff L. Hinton
---------------------- ----------------------
Jeff L. Hinton, Chief Financial Officer,
Principal Accounting Officer and
Principal Financial Officer
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------ ----------- ------
<S> <C> <C>
11(a) - Computation of Per Share Earnings, Three Months
Ended July 1, 1995 and July 2, 1994 13
11(b) - Computation of Per Share Earnings, Six Months
Ended July 1, 1995 and July 2, 1994 14
27 - Financial Data Schedule (submitted in electronic form to
SEC only) N/A
</TABLE>
12
<PAGE> 1
EXHIBIT 11(a)
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED JULY 1, 1995 AND JULY 2, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 1, JULY 2,
1995 1994
---- ----
<S> <C> <C>
Primary:
Weighted average common shares outstanding during period 49,083 28,461
Common shares issuable if all warrants had been converted
at the date of issuance -- 2,443
-------- -------
Average common shares outstanding for primary calculation 49,083 30,904
======== =======
Fully Diluted:
Weighted average common shares outstanding during period 49,083 28,461
Net common shares issuable on exercise of warrants -- 2,443
-------- -------
Average common shares outstanding for fully diluted calculation 49,083 30,904
======== =======
Net earnings $ (5,579) $ 1,053
======== =======
Primary earnings per share:
Net earnings $ (0.11) $ 0.03
======== =======
Fully diluted earnings per share:
Net earnings $ (0.11) $ 0.03
======== =======
</TABLE>
13
<PAGE> 1
EXHIBIT 11(b)
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE SIX MONTHS ENDED JULY 1, 1995 AND JULY 2, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 1, JULY 2,
1995 1994
---- ----
<S> <C> <C>
Primary:
Weighted average common shares outstanding during period 48,866 27,860
Common shares issuable if all warrants had been converted
at the date of issuance -- 2,583
-------- -------
Average common shares outstanding for primary calculation 48,866 30,443
======== =======
Fully Diluted:
Weighted average common shares outstanding during period 48,866 27,860
Net common shares issuable on exercise of warrants -- 2,583
-------- -------
Average common shares outstanding for fully diluted calculation 48,866 30,443
======== =======
Net earnings $ (7,056) $ 1,835
======== =======
Primary earnings per share:
Net earnings $ (0.14) $ 0.06
======== =======
Fully diluted earnings per share:
Net earnings $ (0.14) $ 0.06
======== =======
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUL-01-1995
<CASH> 5,548
<SECURITIES> 1,433
<RECEIVABLES> 169,626
<ALLOWANCES> (2,556)
<INVENTORY> 184,407
<CURRENT-ASSETS> 383,296
<PP&E> 105,585
<DEPRECIATION> 30,552
<TOTAL-ASSETS> 564,794
<CURRENT-LIABILITIES> 235,414
<BONDS> 0
<COMMON> 540
0
0
<OTHER-SE> 97,660
<TOTAL-LIABILITY-AND-EQUITY> 564,794
<SALES> 348,259
<TOTAL-REVENUES> 348,259
<CGS> 304,524
<TOTAL-COSTS> 304,524
<OTHER-EXPENSES> 55,312
<LOSS-PROVISION> 690
<INTEREST-EXPENSE> 17,103
<INCOME-PRETAX> (11,577)
<INCOME-TAX> (4,521)
<INCOME-CONTINUING> (7,056)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,056)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
