<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 JUNE 30, 1996
[ ] 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 August 9, 1996
--------------------------- -----------------------------
Common Stock $.01 par value 49,801,929 shares
1
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROADMASTER INDUSTRIES, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ------------
(unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 5,506 $ 8,417
Accounts and notes receivable, net 95,007 188,573
Inventories 140,572 166,743
Prepaid expenses and other assets 10,779 6,441
Prepaid and refundable income taxes 29,999 30,180
Cash in escrow 13,761 --
Deferred income taxes 7,562 6,232
-------- --------
Total current assets 303,186 406,586
Property, plant and equipment: 104,498 101,773
Less-Accumulated depreciation and amortization 30,054 25,300
-------- --------
Net property, plant and equipment 74,444 76,473
Investments in equity securities, at market 221 1,809
Deferred financing and acquisition charges 25,840 23,847
Goodwill and other intangible assets, net 23,594 63,933
Long-term trade receivables 407 1,639
Other assets 2,051 2,820
-------- --------
Total assets $429,743 $577,107
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving lines of credit $64,402 $ 85,402
Current portion of long-term debt 2,158 1,519
Accounts payable 72,579 97,369
Accrued expenses 31,342 48,212
-------- --------
Total current liabilities 170,481 232,502
Deferred income taxes 2,819 3,145
Revolving lines of credit 49,354 132,200
Long-term debt 146,701 147,388
Other long-term liabilities 5,700 6,348
-------- --------
Total long-term liabilities 204,574 289,081
Stockholders' equity:
Preferred stock -- --
Common stock 540 540
Additional paid-in capital 103,576 103,574
Retained loss (36,162) (35,412)
Deferred compensation (2,572) (2,896)
Net unrealized (loss) gain on equity securities (131) 281
-------- --------
65,251 66,087
Treasury stock, at cost (10,563) (10,563)
-------- --------
Total stockholders' equity 54,688 55,524
-------- --------
Total liabilities and stockholders' equity $429,743 $577,107
======== ========
</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
JUNE 30, 1996 JULY 1, 1995 JUNE 30, 1996 JULY 1, 1995
---------------------------- ---------------- -------------
<S> <C> <C> <C> <C>
Net sales $104,338 $172,713 $233,752 $348,259
Cost of sales 93,375 152,935 206,567 304,524
-------- -------- -------- --------
Gross profit 10,963 19,778 27,185 43,735
Selling, general and
administrative (loss) expenses 12,005 18,921 28,422 36,239
-------- -------- -------- --------
Operating (loss) income (1,042) 857 (1,237) 7,496
-------- -------- -------- --------
Other expense, net:
Interest expense 6,595 9,185 14,558 17,103
Gain on sale of subsidiary (20,151)
Other, net 705 857 1,405 1,970
-------- -------- -------- --------
7,300 10,042 (4,188) 19,073
-------- -------- -------- --------
Earnings before income taxes (8,342) (9,185) 2,951 (11,577)
Income tax (benefit) expense (3,209) (3,606) 3,454 (4,521)
-------- -------- -------- --------
Net earnings $ (5,133) $ (5,579) $ (503) (7,056)
======== ======== ======== ========
Earnings per common share:
Primary and fully diluted $ (0.10) $ (0.11) (0.01) (0.14)
======== ======== ======== ========
Weighted average common shares
outstanding and common stock
equivalents:
Primary and fully diluted 49,177 49,083 49,177 48,866
======== ======== ======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, JULY 1,
1996 1995
--------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (503) $ (7,056)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 7,920 6,432
Amortization of deferred compensation 343 341
Gain on sale of marketable securities (568) --
Loss on sale of property, plant and equipment 199 --
Gain on sale of subsidiary (20,151) --
Change in assets and liabilities:
Accounts receivable 71,497 22,068
Inventories (5,154) (22,348)
Prepaid expenses and other assets (4,211) (7,777)
Cash in escrow (13,761) --
Other assets (2,594) (2,136)
Accounts payable (36,500) 2,500
Accrued expenses (9,942) 86
Long-term liabilities (170) --
Income taxes 2,677 (4,406)
Deferred income taxes (693) (252)
--------- --------
Net cash used in operating activities (11,611) (12,548)
--------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (5,325) (8,082)
Acquisitions (1,175) (23,998)
Proceeds from sale of marketable securities 1,537 --
Proceeds from sale of property, plant and equipment 514 --
Proceeds from sale of subsidiary 120,000 --
-------- --------
Net cash provided for (used in) investing activities 115,551 (32,080)
-------- --------
Cash flows from financing activities:
Net change in revolving lines of credit (104,845) 44,968
Principal payments of long term debt (1,244) (1,195)
Debt refinancing cost incurred (442) (231)
Cumulative translation adjustments (320) 136
Proceeds from exercise of stock warrants -- 120
-------- --------
Net cash (used in ) provided by financing activities (106,851) 43,798
-------- --------
Net decrease in cash and cash equivalents (2,911) (830)
Cash and cash equivalents, beginning of period 8,417 6,378
-------- --------
Cash and cash equivalents, end of period $ 5,506 $ 5,548
======== ========
</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 June 30, 1996, 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 June 30, 1996 and July 1, 1995 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
June 30, 1996 July 1, 1995
----------------- -----------------
<S> <C> <C>
Supplemental disclosures of cash flow information:
(in thousands)
Cash paid for:
Interest $13,253 $16,694
======= =======
Income taxes $ 635 $ 576
======= =======
Supplemental schedule of non-cash investing
and financing activities:
Exchange of common stock for interest of MZH $ -- $ 1,500
Acquisitions of businesses:
Fair value of assets acquired $ -- $27,902
Issuance of Common Stock -- 1,500
Cash Paid -- 21,478
------- -------
Liabilities Assumed $ -- $ 4,924
======= =======
</TABLE>
5
<PAGE> 6
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. INVENTORIES
At June 30, 1996 and December 31, 1995, inventories consisted of:
<TABLE>
<CAPTION>
(in thousands) June 30, December 31,
1996 1995
---------- -------------
<S> <C> <C>
Raw materials $ 53,997 $ 58,960
Work in process 8,728 9,570
Finished goods 77,847 98,213
-------- --------
Total inventory $140,572 $166,743
======== ========
</TABLE>
4. FINANCIAL REPORTING PERIOD
For comparative purposes the quarter ending June 30, 1996 is consistent
with the same period ending July 1, 1995. The Company prepares its financial
statements on thirteen (13) week quarters comprised of two four-week periods
and one five-week period.
5. SUBSEQUENT EVENTS
On July 19, 1996, Roadmaster Industries, Inc. (the "Company") and its
Roadmaster Corporation subsidiary entered into a definitive agreement (the
"Agreement") with Brunswick Corporation ("Brunswick"), pursuant to which
Brunswick is to acquire all of the assets of the Company's bicycle and snow
toys business (which also includes tricycles, wagons and junior ride-ons) for
approximately $212,000,000 in cash (the "Brunswick Transaction").
The Agreement also provides for: the assumption by Brunswick of trade
payables affiliated with the bicycle and snow toy products being conveyed at
the time of the closing; a long-term lease, having a present value of
approximately $2.6 million, of the Olney, Illinois facility to Brunswick; the
assumption by Brunswick of certain long-term indebtedness constituting
Industrial Revenue Bonds, UDAG loans and capital leases (which, in the case of
the Industrial Revenue Bonds and UDAG loans, will result in a reduction to the
purchase price); and the establishment by the Company of an escrow account in
the amount of $10,000,000 to secure the costs of the environmental remediation
of the property at the Olney, Illinois facility, for which the Corporation has
indemnified Brunswick. The balance of the proceeds of the Brunswick Transaction
will be used to repay indebtedness or for other corporate purposes. The
purchase price is subject to adjustment for changes in working capital as of
the Closing Date. In the second quarter and year to date 1996 these businesses
contributed $46.5 million and $84.3 million of revenue respectively, and $3.3
million and $6.7 million of operating profit, respectively. The Agreement was
approved by the Company's Board of Directors on July 18, 1996. The transaction
is subject to satisfaction of certain conditions set forth in the Agreement,
including, without limitation, the consent of the Company's lenders under its
Bank Credit Agreement and waivers of certain provisions of the Indenture
governing the Company's 11 3/4% Senior Subordinated Notes due 2002 (the
"Notes") by the holders of the required majority of such Notes. It is
anticipated that the Brunswick Transaction will be completed in the third
quarter of 1996.
The Company commenced on August 2, 1996 an offer to purchase at their
principal face amount, plus accrued but unpaid interest, all of the Company's
11 3/4% Senior Subordinated Notes due 2002. The offer to purchase is
contingent upon, among other things, consummation of the Brunswick Transaction.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales ("sales") decreased $68.4 million or 40% and $114.5 million or
33% in the second quarter and first six months of 1996, respectively,
compared to the second quarter and first six months of 1995. Approximately 50%
of this decrease was primarily attributable to the sale of the Company's camping
unit ("Nelson/Weather-Rite") in the first quarter of this year and
approximately 25% of the decrease was attributable to decreased shipments of
fitness products. The remainder of the decrease primarily related to decreased
shipments of swingsets and, to a lesser degree, decreases across various other
product lines. The decrease in fitness product sales reflects the Company's
decision to eliminate distribution of certain treadmill categories which have
historically reduced operating profits. Management believes the decrease in
sales in various other existing product lines reflected a relatively weak
retail environment for certain leisure time products.
Gross profit decreased $8.8 million or 45% and $16.6 million or 38% in the
second quarter and first six months of 1996, respectively, compared to the same
period of 1995 primarily resulting from lower sales volume. Gross profit,
expressed as a percent of sales, was 10.5% in the second quarter of 1996 and
11.6% in the first six months of 1996 versus 11.5% and 12.6%, respectively, for
the same periods in 1995. Gross profit margins for the Company's bicycle and
toy divisions in the second quarter of 1996 and first six months of 1996 were
up from the same periods in the prior year. Such increases were attributable
to reductions in material costs, placement and sell through of higher price
point products and a turnaround in operating efficiency in the Company's
primary toy manufacturing facility. With respect to the fitness business,
gross profit margins in the second quarter of 1996 were lower than the same
period of 1995. Such decrease was primarily due to reduced sales volume and
underutilization of the division's manufacturing facility. The Company has
completed the process of closing its Tyler, Texas facility and streamlining and
consolidating all fitness operations into its Opelika, Alabama facility. While
no assurances can be given, management believes the combination of these
actions will assist in reducing costs, optimize the utilization of the
Company's fitness manufacturing facility and return gross profit margins for
fitness products to average historical levels. The full effect of such actions
are not expected to be fully realized until 1997.
Selling, general and administrative expenses decreased $6.9 million and
$7.8 million in the second quarter and first six months of 1996, respectively,
compared to the same period in 1995. This decrease was due to a reduction in
volume related expenses, such as commission expenses, the sale of its
Nelson/Weather-Rite subsidiary and cost reductions implemented in the second
half of 1995 relating to administrative expenses and reductions in personnel.
Product warranty costs increased to 4.1% of sales in the first six months of
1996 versus 2.4% for the same period in 1995. Although no assurances can be
given, the Company anticipates warranty expenses, as a percentage of sales,
will decline in the future due to the successful sourcing of treadmill motors
from new suppliers and stringent quality assurance measures implemented earlier
in the year.
Interest expense for the three and six months ended June 30, 1996 was $6.6
million and $14.6 million, respectively, compared to $9.2 million and $17.1
million in the same periods of 1995. Expressed as a percentage of sales,
interest was 6.3% and 6.2% for the second quarter and first six months of 1996,
respectively, compared to 5.3% and 4.9% for the same periods in 1995.
The Company recorded a pretax gain of $20.2 million in the first six
months of 1996 resulting from the sale of its Nelson/Weather-Rite camping
subsidiary to Brunswick Corporation on March 8, 1996.
In the first six months of 1996, the Company recorded tax expense of $3.5
million representing an effective rate of 117%. This compares to the 39%
effective rate recognized in the first six months of 1995. The increase in the
effective tax rate is attributable to the Federal and State tax expense
recorded as part of the sale of Nelson/Weather-Rite at a total rate of 50%.
Tax benefits for losses from normal operations were recorded at 39%, generating
the overall 117% 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 1996, without giving affect
to the sale of Nelson/Weather-Rite, the Company's operations utilized cash flow
of approximately $11.6 million, primarily due to the increase in inventory and
reduction in accounts payable and accrued expenses offset by the reduction in
trade receivables. The Company's investing activities provided cash flow of
approximately $115.6 million, primarily due to proceeds received from the sale
of Nelson/Weather-Rite of $120 million. Cash of $5.3 million was used for
capital expenditures. The Company's financing activities used cash of
approximately $107 million, related primarily to the reduction of its
outstanding revolving credit facility paid down from the net proceeds from the
Nelson/Weather-Rite sale.
In September 1995, the Company amended and restated its existing bank
credit agreement (as amended, the "Bank Credit Agreement"). The Bank Credit
Agreement provides for a term loan facility and a revolving credit facility of
up to $300 million, subject to restrictions on borrowings pursuant to certain
covenants in the indenture, as amended, for the Company's $100 million 11.75%
Senior Subordinated Notes due 2002 (the "Notes"). The revolving credit
facility provides for borrowings of up to $275 million, reduced to $230 million
subsequent to the sale of Nelson/Weather-Rite, based on eligible trade
receivables and inventories. At December 31, 1995, the interest rate on the
revolving credit facility was 9.25%. The term of the Bank Credit Agreement is
through September 29, 1998, and is automatically renewed for successive one
year terms unless terminated by either the lenders or the Company.
The Bank Credit Agreement requires the maintenance of various financial
covenants including minimum net worth, fixed maturity coverages and minimum
working capital levels. In the first quarter of 1996, the Company was not in
compliance with several of its loan covenants calculated as of December 31,
1995. These events of non-compliance were waived as of December 31, 1995 by
the lenders under the Bank Credit Agreement pursuant to the further amendment
and restatement of the former credit facility in the first quarter of 1996.
At no time has the Company been in default with respect to the payment of
indebtedness under the Bank Credit Agreement before or subsequent to its
amendment and restatement. The Company was in compliance with all of the
covenants in its Bank Credit Agreement in the second quarter of 1996.
The Company is currently seeking the consent of the lenders (the "Banks")
under its existing Bank Credit Agreement to the consummation of the Brunswick
Transaction (the "Bank Consent"). The Company also is negotiating the amount
of the proceeds from the Brunswick Transaction which it will be required to
utilize to reduce its indebtedness under the Bank Credit Agreement. The total
amount of the Company's outstanding indebtedness under the Bank Credit
Agreement at July 31, 1996 was approximately $110 million, of which
approximately $50 million represented borrowings secured by inventories and
receivables relating to assets being divested pursuant to the Brunswick
Transaction. Although the Company believes it will be required to reduce its
indebtedness under the Bank Credit Agreement by at least such latter amount,
no assurances can be given that it will not be required to repay additional
outstanding indebtedness, under the Bank Credit Agreement. The consent of the
Banks under the Bank Credit Agreement, including the release of liens on the
assets to be sold to Brunswick, are conditions to consummation of the
Brunswick Transaction. (see Subsequent Events) In connection with such Bank
Consents, the Company expects that the Company will be required to repay to the
Banks a substantial portion of the net proceeds received by the Company in
connection with the sale of assets pursuant to the Brunswick Transaction. The
Company also expects that it will be required to enter into a new agreement
with a reduced committment, as compared to the existing committment under the
Bank Credit Agreement. The Company has signed a committment letter with its
lead Bank under the existing Bank Credit Agreement to provide a new revolving
credit facility of up to $130 million to meet the Company's financing
requirements after the sale.
The Company further expects that the Bank Credit Agreement will continue
to contain covenants which restrict the ability of the Company and its
consolidated subsidiaries to make acquisitions and other investments, to sell
assets, to incur debt and to merge or consolidate with or into another entity.
Also, the Company and its consolidated subsidiaries will continue to have to
maintain certain minimum levels of tangible net worth, cash flow coverage,
interest coverage and working capital.
The Company commenced on August 2, 1996 an offer to purchase at their
principal face amount, plus accrued but unpaid interest, all of the Company's
11 3/4% Senior Subordinated Notes due 2002. The offer to purchase is contingent
upon, among other things, consummation of the Brunswick Transaction.
The overall effect of the repurchase of the Notes pursuant to the Offer
to Purchase and Consent Solicitation (the "Offer") is expected to be an
immediate reduction in the Company's aggregate interest expense. Furthermore,
the application of a significant portion of the expected proceeds of the
Brunswick Transaction to repay a portion of the borrowings under the Bank
Credit Agreement also should reduce interest expense and may positively affect
earnings per share despite the decrease in gross revenues from operations. The
Offer is conditioned upon the occurrence of the Brunswick Transaction and there
can be no assurance that such transaction will be consummated.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
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 debentures may be converted
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. (see
Subsequent Events)
The Notes and Debentures are obligations of the Company and are, to a
large extent, dependent on the Company's operating subsidiaries for the payment
of interest. Such interest payments are permitted under the Bank Credit
Agreement with certain restrictions. The Company does not anticipate any
restrictions on its ability to make such interest payments pursuant to the
provisions of the Bank Credit Agreement.
At June 30, 1996, the Company, on a consolidated basis, had stockholders'
equity of $54.7 million versus $55.5 million at December 31, 1995. Management
believes that the Company's financing arrangements and anticipated cash flow
during 1996 are adequate to provide the funds necessary to support operations
and to permit the Company to meet its obligations.
9
<PAGE> 10
Part II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits:
11 - Computation of Per Share Earnings
27 - Financial Data Schedule (for SEC use only)
b) Reports on Form 8-K.
On April 26, 1996 the Company filed a report on
Form 8-K/A-1 to report the closing of the previously
reported Nelson/Weather-Rite transaction and to
provide certain pro-forma financial information
with respect thereto.
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 13, 1996 By: /s/ Charles E. Sanders
------------------ --------------------------
Charles E. Sanders
Vice President
Dated: August 13, 1996 By: /s/ Charles E. Sanders
------------------ --------------------------
Charles E. Sanders
Principal Financial Officer
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------- ----------- --------
<S> <C> <C>
11 - Computation of Per Share Earnings, Six Months
Ended June 30, 1996 and July 1, 1995 13
27 - Financial Data Schedule (for SEC use only) N/A
</TABLE>
12
<PAGE> 1
EXHIBIT 11
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND JULY 1, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, JULY 1,
1996 1995
-------------- -------------
(unaudited) (unaudited)
<S> <C> <C>
Primary:
Weighted average common shares outstanding during period 49,177 48,866
======= =======
Fully Diluted:
Weighted average common shares outstanding during period 49,177 48,866
======= =======
Earnings:
Net loss $ (503) $(7,056)
======= =======
Primary earnings per share:
Net loss $ (0.01) $ (0.14)
======= =======
Fully diluted earnings per share:
Net loss $ (0.01) $ (0.14)
======= =======
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ROADMASTER INDUSTRIES INC. FOR THE THREE MONTHS AND
SIX MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 5,506
<SECURITIES> 0
<RECEIVABLES> 95,007
<ALLOWANCES> 0
<INVENTORY> 140,572
<CURRENT-ASSETS> 303,186
<PP&E> 104,498
<DEPRECIATION> (30,054)
<TOTAL-ASSETS> 429,743
<CURRENT-LIABILITIES> 170,481
<BONDS> 0
0
0
<COMMON> 540
<OTHER-SE> 54,148
<TOTAL-LIABILITY-AND-EQUITY> 429,743
<SALES> 233,752
<TOTAL-REVENUES> 233,752
<CGS> 206,567
<TOTAL-COSTS> 28,422
<OTHER-EXPENSES> (18,746)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,558
<INCOME-PRETAX> 2,951
<INCOME-TAX> 3,454
<INCOME-CONTINUING> (503)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (503)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
