SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-16448
HOLIDAY RV SUPERSTORES, INCORPORATED
I.R.S. # 59-1834763
State of Incorporation: Florida
Sand Lake West Executive Park
7851 Greenbriar Parkway
Orlando, Florida 32819
(407) 363-9211
Indicate by check mark whether the registrant (1) has filed all reports
by Section 13 or 15(d) of the Securities and 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
As of September 9, 1999, Holiday RV Superstores, Incorporated had
outstanding 7,186,500 shares of Common Stock, par value $.01 per share.
<PAGE>
TABLE OF CONTENTS
Item Page
Part I
Financial Information
1. Consolidated Condensed Balance Sheets.................................... 3
Consolidated Condensed Statements of Income.............................. 5
Consolidated Condensed Statements of Cash Flows.......................... 6
Notes to Consolidated Condensed Financial Statements..................... 8
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................. 9
Part II
Other Information
4. Submission of Matters to a Vote of Security Holders......................13
6. Exhibits and Reports on Form 8-K.........................................14
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
-----------------------------------------------------------------
ASSETS
07/31/99 10/31/98
(Unaudited)
----------- -----------
CURRENT:
Cash and cash equivalents $10,475,499 $ 7,441,806
Accounts receivable:
Trade and contracts in transit 1,201,666 1,415,930
Other 286,741 373,700
Inventories 25,086,671 23,951,720
Refundable income taxes -- 27,363
Deferred income taxes 159,000 159,000
----------- -----------
TOTAL CURRENT ASSETS 37,209,577 33,369,519
PROPERTY AND EQUIPMENT
less accumulated depreciation 3,740,601 4,038,377
OTHER ASSETS
Principally covenant not to compete 137,271 200,184
NONCURRENT DEFERRED INCOME TAXES 109,000 109,000
----------- -----------
TOTAL ASSETS $41,196,449 $37,717,080
=========== ===========
See accompanying notes to the consolidated condensed financial statements.
3
<PAGE>
HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
07/31/99 10/31/98
(Unaudited)
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES:
Floor plan contracts $ 19,638,502 $ 18,083,481
Accounts payable 1,179,170 878,226
Customer deposits 167,888 185,370
Accrued expenses 751,664 779,656
Current portion of capital lease obligations 67,335 61,963
------------ ------------
TOTAL CURRENT LIABILITIES 21,804,559 19,988,696
LONG -TERM CAPITAL LEASE OBLIGATIONS
less current portion 173,691 220,676
------------ ------------
TOTAL LIABILITIES 21,978,250 20,209,372
STOCKHOLDERS' EQUITY:
Common stock $.01 par - shares authorized
10,000,000; issued 7,485,000 74,850 74,650
Additional paid-in capital 5,148,321 5,112,271
Retained earnings 14,534,002 12,751,822
Less:
Treasury stock, at cost, 298,500 and 251,700
shares, respectively (538,974) (430,098)
Deferred compensation -- (937)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 19,218,199 17,507,708
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 41,196,449 $ 37,717,080
============ ============
</TABLE>
See accompanying notes to the consolidated condensed financial statements.
4
<PAGE>
HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
07/31/99 07/31/98 07/31/99 07/31/98
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES & SERVICE REVENUE $ 19,696,900 $ 18,111,580 $ 64,137,964 $ 57,777,521
COST OF SALES AND SERVICE 16,162,894 14,828,164 53,285,431 47,463,693
------------ ------------ ------------ ------------
Gross Profit 3,534,006 3,283,416 10,852,533 10,313,828
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 2,610,363 2,459,725 7,800,928 7,479,893
------------ ------------ ------------ ------------
Income from operations 923,643 823,691 3,051,605 2,833,935
INTEREST INCOME 150,069 144,775 400,801 385,439
INTEREST EXPENSE (258,261) (312,641) (847,573) (1,033,438)
GAIN ON SALE OF ASSETS -- -- 316,747 --
------------ ------------ ------------ ------------
Income before income taxes 815,451 655,825 2,921,580 2,185,936
INCOME TAXES 318,000 255,800 1,139,400 852,500
------------ ------------ ------------ ------------
NET INCOME $ 497,451 $ 400,025 $ 1,782,180 $ 1,333,436
============ ============ ============ ============
EARNINGS PER SHARE
BASIC $ 0.07 $ 0.06 $ 0.25 $ 0.18
============ ============ ============ ============
DILUTED $ 0.07 $ 0.05 $ 0.24 $ 0.18
============ ============ ============ ============
BASIC SHARES 7,186,500 7,272,300 7,181,900 7,321,000
============ ============ ============ ============
DILUTED SHARES 7,354,700 7,306,200 7,300,400 7,355,000
============ ============ ============ ============
</TABLE>
See accompanying notes to the consolidated condensed financial statements.
5
<PAGE>
HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JULY 31
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 64,421,705 $ 57,418,304
Cash paid to suppliers and employees (60,220,442) (55,502,631)
Interest received 400,801 385,439
Interest paid (826,166) (1,036,092)
Income taxes paid (1,112,037) (1,047,886)
------------ ------------
Net cash provided by operating activities 2,663,861 217,134
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (715,080) (127,277)
Proceeds from the sale of property and equipment 1,199,151 16,240
------------ ------------
Net cash provided by (used in) investing activities 484,071 (111,037)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under option plan 36,250 --
Repurchase of common stock (108,876) (257,983)
Repayment of capital lease obligations (41,613) (44,337)
------------ ------------
Net cash used in financing activities (114,239) (302,320)
NET INCREASES (DECREASES) IN CASH AND CASH
EQUIVALENTS 3,033,693 (196,223)
Cash and cash equivalents, beginning of period 7,441,806 7,431,318
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,475,499 $ 7,235,095
============ ============
</TABLE>
See accompanying notes to the consolidated condensed financial statements.
6
<PAGE>
HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JULY 31
1999 1998
----------- -----------
<S> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Net income $ 1,782,180 $ 1,333,436
Adjustments to reconcile net income to net cash
Provided by operating activities:
Depreciation and amortization 234,458 265,224
Amortization of deferred compensation 937 5,348
Gain on disposal of property and equipment (316,747) --
Changes in assets and liabilities:
(Increases) decreases in:
Accounts receivable 301,223 (359,217)
Inventories (1,134,951) (1,242,442)
Other assets 11,252 3,279
Increases (decreases) in:
Floor plan contracts 1,555,022 283,855
Accounts payable 300,944 207,884
Customer deposits (17,482) 49,279
Accrued expenses
and income tax payable (52,975) (329,512)
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 2,663,861 $ 217,134
=========== ===========
</TABLE>
See accompanying notes to the consolidated condensed financial statements.
7
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1.
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q, and do not include all of the
information and disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-K for the year
ended October 31, 1998. The accompanying financial statements have not been
examined by an independent accountant in accordance with generally accepted
auditing standards, but in the opinion of management, such financial statements
include all adjustments, consisting only of normal recurring adjustments and
accruals, and inter-company elimination's necessary to summarize fairly the
Company's financial position and results of operations. Due to the seasonality
of the Company's business, the results of operations for three and nine months
ended July 31, 1999 are not necessarily indicative of results to be expected for
the fiscal year.
NOTE 2. INVENTORIES
Inventories are summarized as follows:
JULY 31, 1999 OCTOBER 31, 1998
------------- ----------------
New Vehicles $17,805,279 $16,952,586
New Marine 1,371,401 897,415
Used Vehicles 4,014,431 4,296,247
Used Marine 206,969 145,862
Parts and Accessories 1,688,591 1,659,610
----------- -----------
$25,086,671 $23,951,720
=========== ===========
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
MATERIAL CHANGES IN FINANCIAL CONDITION
Certain current accounts, such as inventories and floor plan contracts,
materially changed during the period. These changes are a result of normal
seasonality of the business, except as discussed in the financial condition
section of this report.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should," "expects," "hopes," "plans," "anticipates," "projected," "believes,"
"forward-looking" (or variants of those words and phrases) or similar language
indicating the expression of an opinion or view concerning the future. The
Company wishes to caution investors that any forward-looking statements made by
or on behalf of the Company are subject to uncertainties and other factors that
could cause actual results to differ materially from such statements. The
uncertainties and other factors include, but are not limited to, the factors
listed in the Company's Form 10-K for the year ended October 31, 1998 (many of
which have been discussed in prior SEC filings by the Company). Though the
Company has attempted to list the factors it believes to be important to its
business, the Company wishes to caution investors that other factors might prove
to be important in affecting the Company's results of operations. New factors
emerge from time to time and it is not possible for management to predict all of
such factors, nor can it assess the impact of each factor on the business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from forward-looking statements.
Investors are further cautioned not to place undue reliance on any
forward-looking statements as they speak only of the Company's view as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
FINANCIAL CONDITION AS OF JULY 31, 1999 AS COMPARED TO JULY 31, 1998.
The Company continued to maintain a strong financial position and high
liquidity for the first nine months of fiscal 1999. Cash provided by operating
activities was $2.4 million higher than the prior year due to (1) use of
approximately $1 million cash to increase inventories in the prior year not
needed in the current year, (2) $660,000 short-term reduction in accounts
receivable in the current year, and (3) $449,000 additional net income.
Increased inventories last year was the result of management's focus on
increasing the higher priced used vehicles that yield more gross profit dollars.
Cash from investing activities increased a net of $484,000 resulting
from $1.2 million increase from the sale of real property and equipment
operating as a dealership in Atlanta, Georgia, and a use of $670,000 for the
purchase of land in Spartanburg, South Carolina for the construction of a new
dealership facility.
9
<PAGE>
A net cash use of $114,000 for financing activities resulted primarily
from $109,000 used to continue the Company's common stock repurchase program.
The net results on the Company's cash position from all activities was
an increase of $3.0 million compared to a use of $196,000 in the prior year.
Net working capital increased 18% to $15.4 million as of the end of the
period, compared to $13.1 million for the same period last year.
The Company's principal long-term commitments consist of obligations
under operating leases. The Company also has a contingent liability to repay a
portion of agency commission (referral fees) received principally from certain
lending institutions. In these transactions, the Company referred customers to
one or more third-party financing sources and earned referral fees (agency
commissions) if the lender consummated a loan contract with the customer. In
some cases, the Company is required to pay back (chargeback) the referral fee to
the lender if the loan is paid off or foreclosed in the first six (6) months of
the term of the loan, if the chargeback amount exceeds reserves retained by the
lender. The Company recognizes agency commission income based upon the amount
earned less an allowance for chargebacks. In determining the allowance, the
Company takes into consideration the total customer loans outstanding and
estimates the exposure for potential chargebacks to the Company related to those
loans. The Company also considers current and expected future economic
conditions, the effects of the change in customer interest rates and the aging
of all customer loans outstanding when estimating potential chargebacks to the
Company. Management expects the current allowance for chargebacks to be
sufficient to repay this chargeback contingency and does not expect the ultimate
liability to have a significant impact on the liquidity of the Company.
As of July 31,1999, the Company had $25 million maximum borrowing
available under floor plan contracts of which $5 million was not used.
The Company's Board of Directors has adopted an expansion strategy
commonly referred to as an "industry consolidation". The strategy includes the
timely acquisition of groups of recreation vehicle dealers and marine dealers.
This frequently requires the issuance of debt that may be converted into the
Company's common stock, as partial payment for the acquisitions. In addition,
the strategy requires cash be used as partial payment, in excess of the
Company's current available cash balances and current available debt financing.
The Company intends to engage an investment banking or venture capital firm to
assist the Company in arranging either the issuance of the Company's common
stock, debt financing, or both, to raise sufficient cash to finance the
expansion plan.
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THREE MONTHS ENDED JULY 31, 1999 COMPARED TO
THE THREE MONTHS ENDED JULY 31, 1998.
Sales and service revenue increased 9% to $19.7 million from $18.1
million due to a 12% increase in the average selling price of
10
<PAGE>
new vehicles and boats and a 24% increase in the average selling price of used
vehicles and boats. On a same store basis (without the Atlanta dealership which
was sold in December 1998), total revenue increased 15%. These price increases
are primarily the result of management's continued focus on the sale of higher
priced motorhomes and boats and targeting diesel motorhomes which have greater
potential higher dollar gross profits. Management believes the diesel market
will continue to grow and offer opportunity to increase revenue for the Company.
New and used average price increases offset lost revenue due to a
decrease of 10% in total unit sales. Decreases in unit sales resulted primarily
from decreased sales in the Florida dealerships due to increased competition. In
addition, all the unit sales decreases were in the lower priced marine,
tent-trailer and used products.
Cost of sales, as a percent of revenue, increased to 82.0% from 81.9%.
Gross profit increased 8% to $3.5 million from $3.3 million. Increased
gross profits from new and used sales offset decreased gross profits from parts
and service. On a same store basis, gross profit increased 9%. As a percent of
revenue, the gross profit percentage decreased slightly to 17.9% from 18.1%.
This decline is due primarily to a decrease in the amount of gross profit
contributed by parts and service to the Company's total gross profit, which
typically have a gross margin percentage of 46% to 48%, as compared to new,
used, and agency commission gross profit, which typically has a gross margin
percentage of 13% to 14%. Agency commissions and gross profit from the sale of
new and used vehicles and boats, in the aggregate, represented 76.3% of the
Company's total gross profit, as compared to 69.3% in the prior year. Agency
commissions represented 17.0% of the Company's total gross profit, as compared
to 16.2% the prior year.
Selling, general and administrative (SG&A) expenses increased 6% to
$2.6 million compared to $2.5 million. This increase was primarily due to
increased selling cost resulting from increased revenue. On a same store basis,
SG&A increased 9%.
Operating income increased 12% to $924,000 compared to $824,000. As a
percent of revenue, operating income increased to 4.7% compared to 4.5%.
Interest income increased slightly, and interest expense decreased 17%
due to lower rates paid on floor plan contracts.
The combined income tax rate was 39%, the same as the prior year.
Income taxes for both periods varied from federal statutory rates due to state
income taxes.
Net income increased 24% to $497,451 compared to $400,025 last year.
Net income, as a percent of revenue, increased to 2.5% compared to 2.2%.
Earnings per share, both basic and diluted, were 7 cents, compared to 6
cents per basic share, and 5 cents per diluted share in the prior year.
RESULTS FROM OPERATIONS FOR THE NINE MONTHS ENDED JULY 31, 1999
COMPARED TO THE NINE MONTHS ENDED JULY 31, 1998.
11
<PAGE>
Sales and service revenue increased 11% to a record level for any
9-month period, $64.1 million compared to $57.8 million. On a same store basis
(without the Atlanta dealership, sold in December 1998) sales and service
revenue increased 15%. The Company experienced a continued trend, from fiscal
1998, of increased average sale prices for both new and used vehicles and boats,
new increasing 16% and used increasing 13%. These price increases are primarily
the result of a continuation of the Company's management focus on increasing
sales of higher priced motorhomes and boats targeting diesel motorhomes with
greater potential higher dollar gross profits. These increases offset lost
revenue due to a 4% decrease in total unit sales. All the unit sales decreases
were in the lower priced tent trailers and used products. On a same store basis,
total unit sales decreased only 2%, with new unit sales up 4% and used unit
sales down 9%.
Cost of sales, as a percent of revenue, increased to 83.1% from 82.1%.
Gross profit increased 5% to $10.9 million from $10.3 million.
Increased margins and gross profits from new and used sales offset decreased
gross profits from parts and service. As a percent of revenue, gross profit
decreased to 16.9% from 17.9%. This decline was due to a decrease in the amount
of gross profit contributed by parts and service to the Company's total gross
profit, which typically has a gross margin of 46% to 48%, and an increase in the
gross profit contributed by agency commissions, new and used sales, which
typically have a gross margin of 13% to 14%. Agency commissions and gross profit
from the sale of new and used vehicles and boats, in the aggregate, represented
76.8% of the Company's total gross profit compared to 70.5% the prior year.
Agency commissions represented 18% of the Company's total gross profit, the same
as the prior year.
Selling, general and administrative (SG&A) expenses increased 4% to
$7.8 million from $7.5 million. On a same store basis, SG&A increased 12%
primarily due to increased selling expenses related to increased revenue. As a
percent of revenue, SG&A decreased to 12.2% from 12.9%.
Operating income increased to $3.1 million from $2.8 million. As a
percent of revenue, operating income decreased slightly to 4.8% from 4.9%.
Interest income increased 4% to $401,000 from $385,000. Interest
expense decreased 18% to $848,000 from $1,033,000, due to a lower rate paid on
floor plan contracts.
A gain of $317,000 resulted from the sale of the Company's Atlanta,
Georgia dealership property and equipment.
The combined income tax rate was 39.0%, same as the prior year. Income
taxes for both periods varied from federal taxes due to state income taxes.
Net income was the highest for any nine-month period in the Company's
history, increasing 34% to $1,782,180 from $1,333,436. As a percent of revenue,
net income increased to 2.8% from 2.3%.
Basic earnings per share increased to 25 cents per share from 18 cents
per share in the prior year. Diluted earnings per share increased to 24 cents
per share from 18 cents per share in the prior year.
12
<PAGE>
PART II
OTHER INFORMATION
There is no information to report under Items 1, 2, 3 or 5 of Part II
of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on May 17, 1999
(the "Annual Meeting"). The Company did not solicit proxies for the Annual
Meeting. A total of 4,441,336 shares of Common Stock were present or represented
at and voted at the meeting. At the Annual Meeting, shareholders voted on three
matters: (1) to elect eight members to the Board of Directors to hold office for
a term of one year until the annual Meeting of Shareholders in the year 2000
(2) to ratify and approve the 1999-Stock Option Plan ("Plan") and the setting
aside of 500,000 shares issuable under the plan; (3) to approve the appointment
of PricewaterhouseCoopers, LLP as the Company's independent accountants and
auditors for the Company's fiscal year ending October 31, 1999. The shareholders
elected all of management's nominees for director, ratified and approved the
Plan and approved the appointment of the independent accountants and auditors by
the following votes, respectively:
(1) Election of directors.
VOTES
VOTES FOR WITHHELD
--------- --------
Paul G. Clubbe 4,441,336 --
Roy W. Parker 4,441,336 --
Harvey M. Alper 4,441,336 --
James P. Williams 4,441,336 --
Joanne M. Kindlund 4,441,336 --
Newton C. Kindlund 4,441,336 --
W. Hardee McAlhaney 4,441,336 --
David A. Kamm 4,441,336 --
Mr. Kamm was newly elected; the other members were all re-elected.
(2) Ratification and approval of the 1999-Stock Option Plan and the setting
aside of 500,000 shares issuable under the Plan.
VOTES FOR VOTES AGAINST ABSTENTIONS
--------- ------------- ------------
4,441,336 -- --
(3) Approval of appointment of PricewaterhouseCoopers, LLP as the Company's
independent accountants and auditors for the Company's 1999 fiscal year.
VOTES FOR VOTES AGAINST ABSTENTIONS
--------- ------------- ------------
4,441,336 -- --
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
See the Exhibit Index on page 16.
FORM 8-K
The Company filed a report on Form 8-K dated July 7, 1999, under item 6.,
reporting the resignation of six directors as follows; Newton C. Kindlund,
Joanne M. Kindlund, James P. Williams, Roy W. Parker, Harvey M. Alper and David
A. Kamm. These resignations were the result of a change in control of the
Company.
The Company filed a report on Form 8-K dated July 15, 1999, under item 1.,
reporting a change in the control of the Company on June 30, 1999. Atlas
Recreational Holdings, Inc. purchased 57.9% of the then issued and outstanding
shares of the Company, from Newton C. Kindlund and Joanne M. Kindlund, each
selling 28.9% of the Company's shares. Consideration for the purchase of shares
was $7,000,000 to each Newton C. Kindlund and Joanne M. Kindlund. Two of the
then current members of the Board of Directors remained on the Board, W. Hardee
McAlhaney and Paul G. Clubbe. Mr. McAlhaney resigned as Vice president and Chief
Financial Officer and was appointed Chief Executive Officer and President. Mr.
Kindlund resigned as Chief Executive Officer, President and Chairman of the
Board. Joanne M. Kindlund resigned as Executive Vice President, Secretary and
Treasurer.
14
<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 thereunto duly authorized.
DATE HOLIDAY RV SUPERSTORES, INCORPORATED
- ----
September 13, 1999 /s/ W. HARDEE MCALHANEY
-------------------------------------------
W. Hardee McAlhaney, President
Chief Executive Officer
Principal Accounting Officer
15
<PAGE>
Exhibit Index
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27.1 Financial Data Schedule
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
<PERIOD-END> JUL-31-1999
<CASH> 10,475
<SECURITIES> 0
<RECEIVABLES> 1,489
<ALLOWANCES> 0
<INVENTORY> 25,087
<CURRENT-ASSETS> 37,210
<PP&E> 5,181
<DEPRECIATION> 1,440
<TOTAL-ASSETS> 41,196
<CURRENT-LIABILITIES> 21,805
<BONDS> 0
0
0
<COMMON> 75
<OTHER-SE> 19,143
<TOTAL-LIABILITY-AND-EQUITY> 41,196
<SALES> 64,138
<TOTAL-REVENUES> 64,138
<CGS> 53,285
<TOTAL-COSTS> 53,285
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 848
<INCOME-PRETAX> 2,922
<INCOME-TAX> 1,139
<INCOME-CONTINUING> 1,782
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,782
<EPS-BASIC> .25
<EPS-DILUTED> .24
</TABLE>
