<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended August 31, 1997 Commission File Number 0-17249
AURA SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4106894
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2335 ALASKA AVE.
EL SEGUNDO, CALIFORNIA 90245
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 643-5300
Former name, former address and former fiscal year, if changed since last
report: 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 (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, as of the latest practicable date.
Class Outstanding at October 13, 1997
----- -------------------------------
Common Stock, par value 79,648,667 Shares
$.005 per share
================================================================================
<PAGE>
AURA SYSTEMS, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Statement Regarding Financial Information 2
Condensed Consolidated Balance Sheets
as of August 31, 1997 and February 28, 1997 3
Condensed Consolidated Statement of Operations
for the Three Months and Six Months Ended August 31, 1997
and 1996 4
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended August 31, 1997 and 1996 5
Notes to Condensed Consolidated Financial
Statements 6
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 10
ITEM 2. Changes in Securities 10
ITEM 4. Submission of Matters to Vote by Security Holders 10
ITEM 5. Other Information 11
ITEM 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
<PAGE>
AURA SYSTEMS, INC. AND SUBSIDIARIES
QUARTER ENDED AUGUST 31, 1997
PART I. FINANCIAL INFORMATION
The financial statements included herein have been prepared by Aura Systems,
Inc. (the "Company"), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (the "SEC"). As contemplated by the SEC
under Rule 10-01 of Regulation S-X, the accompanying financial statements and
footnotes have been condensed and therefore do not contain all disclosures
required by generally accepted accounting principles. However, the Company
believes that the disclosures are adequate to make the information presented not
misleading. These financial 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 February 28, 1997 as filed with the SEC (file number 0-17249).
2
<PAGE>
AURA SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
ASSETS 1997 1997
- ------ ------------ --------------
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $ 3,394,803 $ 7,112,354
Receivables-net 58,509,228 53,743,698
Inventories and contract in process 37,750,459 33,847,296
Prepayments and deposits 9,893,888 7,695,268
Other current assets 97,625 391,361
------------- ------------
TOTAL CURRENT ASSETS 109,646,003 102,789,977
------------- ------------
Property and equipment, at cost 61,354,968 52,867,243
Less accumulated depreciation
and amortization (10,152,002) (9,676,454)
-------------- -------------
NET PROPERTY AND EQUIPMENT 51,202,966 43,190,789
Joint ventures 10,661,560 10,210,872
Long-Term investments 6,517,977 6,534,498
Long-Term receivables 7,624,373 6,974,242
Patents, net 2,822,884 2,905,870
Deferred charges, net 405,032 503,545
Goodwill, net 6,280,235 6,540,990
Other assets 2,517,759 2,877,616
------------- ------------
Total $ 197,678,789 $182,528,399
============= ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Notes payable to banks $ 14,570,960 $ 14,859,567
Accounts payable 22,305,545 23,716,251
Accrued expenses 2,121,925 1,903,444
------------ ------------
TOTAL CURRENT LIABILITIES 38,998,430 40,479,262
Notes payable and other liabilities 4,528,647 4,458,650
Convertible notes secured 3,662,900 3,662,900
Unsecured notes payable 19,163,400 8,450,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock par value $.005 per share paid in
capital. Issued and outstanding 79,595,191 and
76,481,666 shares respectively. 201,218,283 196,039,793
Accumulated deficit (69,892,871) (70,562,206)
------------ -------------
Total stockholders' equity 131,325,412 125,477,587
------------ ------------
Total $197,678,789 $182,528,399
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
AURA SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED AUGUST 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months SIX MONTHS
------------ ----------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET REVENUES $33,137,970 $23,855,464 $60,553,967 $45,979,896
Cost of goods and overhead 23,888,747 17,559,134 43,954,577 33,189,660
----------- ----------- ----------- -----------
GROSS PROFIT 9,249,223 6,296,330 16,599,390 12,790,236
EXPENSES
Selling, general and administrative 6,429,389 3,557,884 11,851,643 7,943,211
Research and development 1,230,480 2,001,826 2,109,394 3,464,114
----------- ----------- ----------- -----------
Total costs and expenses 7,659,869 5,559,710 13,961,037 11,407,325
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 1,589,354 736,260 2,638,353 1,382,911
OTHER (INCOME) AND EXPENSE
Interest income (14,522) (43,105) (34,406) (148,703)
Interest expense 1,117,491 254,799 2,003,424 400,952
----------- ----------- ----------- -----------
NET INCOME $ 486,385 $ 524,926 $ 669,335 $ 1,130,662
=========== =========== =========== ===========
NET INCOME PER SHARE $ .01 $ .01 $ .01 $ .02
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES USED
TO COMPUTER NET INCOME PER SHARE 79,356,084 66,069,088 78,222,689 64,394,950
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
AURA SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED AUGUST 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
NET CASH (USED) IN OPERATIONS $(10,353,697) $(20,310,636)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (9,145,244) (1,883,741)
Disposition of property and equipment 200,000 --
------------ ------------
NET CASH PROVIDED BY (USED) IN INVESTING
ACTIVITIES (8,945,244) (1,883,741)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds (repayment) from short-term
borrowing (288,607) 183,187
Proceeds from issuance of convertible debt 19,000,000 8,850,000
Net repayment of debt (3,130,003) (548,274)
Proceeds from exercise of stock options -- 35,000
Proceeds from exercise of warrants -- 432,000
Proceeds from issuance of common stock -- 1,501,500
------------ -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES: 15,581,390 10,453,413
------------ -----------
NET INCREASE (DECREASE) IN CASH (3,717,551) (11,740,964)
Cash and cash equivalents at beginning of year 7,112,354 21,900,364
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,394,803 $10,159,400
============ ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 1,454,537 $ 396,803
Income Tax 9,200 8,400
============ ==========
</TABLE>
Supplemental disclosure of noncash investing and financing activities:
In the six months ended August 31, 1997, $5,086,600 of convertible notes payable
were converted into common stock.
In the six months ended August 31, 1997, the Company disposed of assets in
exchange for a note receivable of $503,385 and cash of $200,000, which is
included above.
In the six months ended August 31, 1996 $9,000,000 of convertible notes payable
were converted into common stock.
In the six months ended August 31, 1996, the Company issued 640,000 shares of
common stock for the acquisition of MYS Corp.
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
AURA SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
1) MANAGEMENT OPINION
The condensed consolidated financial statements include the accounts of
Aura Systems, Inc. ("the Company") and subsidiaries from the effective dates of
acquisition. All material inter-company balances and inter-company transactions
have been eliminated.
In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments (which include only normal
recurring adjustments) and reclassifications for comparability necessary to
present fairly the financial position and results of operations as of and for
the three and six months ended August 31, 1997.
2) CAPITAL
In the six months ended August 31, 1997, $5,086,600 of convertible notes
were converted into common stock of the Company.
In the six months ended August 31, 1996, options to purchase 10,000 shares
of common stock and warrants to purchase 192,200 shares of common stock were
exercised resulting in proceeds of $467,000. Additionally the Company received
proceeds of $1,501,500 from the sale of 385,000 shares of common stock in the
six months ended August 31, 1996.
3) SIGNIFICANT CUSTOMERS
The Company sold sound related products and computer related products to
four significant customers during the six months ended August 31, 1997. Sales
of speakers to Radio Shack accounted for approximately $9.7 million in the
period ended August 31, 1997 as compared to approximately $9.0 million in the
prior year comparable period. Sales of communication and multimedia products to
major mass merchandisers Best Buy, Circuit City and Computer City accounted for
approximately $19.1 million in the six months ended August 31, 1997. There were
no sales to these customers in the prior year comparable period.
None of the above customers are related or affiliated with the Company or
any customers of the Company. The Company has no reason to believe that sales
to any of the current years customers will not continue.
4) CONTINGENCIES
The Company is engaged in various legal actions listed below. To the
extent that judgment has been rendered, appropriate provision has been made in
the financial statements.
Barovich/Chiau v. Aura
----------------------
In May, 1995 two lawsuits naming Aura, certain of its directors and
executive officers and a former executive officer as defendants, were filed in
the United States District Court for the Central District of California (Case
Nos. CV-95-3296). Both complaints purported to be securities class actions on
behalf of all persons who purchased common stock of Aura during the period from
May 28, 1993 through January 17, 1995, inclusive (the "Class Period"). The
Complaints alleged that as a result of false and misleading information
disseminated by the defendants, the market price of Aura's common stock was
artificially inflated during the Class Period.
6
<PAGE>
On February 16, 1996, the Company filed its motion for summary judgment
which was granted on April 15, 1996. Judgment in favor of the Company and all
defendants was entered on April 16, 1996, thereby dismissing the action.
Plaintiff's thereafter filed a Notice of Appeal to the judgment on May 16, 1996
which is pending before the United States Court of Appeals.
Morganstein/Ratner v. Aura
--------------------------
On April 28, 1997 and May 28, 1997, respectively, two lawsuits naming Aura,
certain of its directors and executive officers, and the Company's independent
accounting firm were filed in the United States District Court for the Central
District of California (Case Nos. 97-3103, 97-3944). They purport to be
securities class actions on behalf of all persons who purchased common stock of
Aura during the alleged periods from January 18, 1995 to April 25, 1997,
inclusive, and from December 1, 1994 to May 27, 1997, inclusive (the "Class
Period"). The complaints, which are consolidated, allege that as a result of
false and misleading information disseminated by the defendants, the market
price of Aura's common stock was artificially inflated during the Class Period.
They contain allegations which assert that the Company violated federal
securities laws by selling Aura Common stock at discounts to the prevailing U.S.
market price under Regulation S without informing Aura's shareholders or the
public at large.
The Company believes it has meritorious defenses and has filed its motion
to dismiss. The Company intends to pursue all of its available remedies in this
matter, and sanctions if warranted against the plaintiff and the attorneys, one
of whom filed such a strike suit against the Company in the past.
Securities and Exchange Commission Settlement.
----------------------------------------------
In October, 1996, the Securities and Exchange Commission ("Commission")
issued an order (Securities Act Release No. 7352) instituting an administrative
proceeding against Aura Systems, Zvi Kurtzman, and an Aura former officer. The
proceeding was settled on consent of all the parties, without admitting or
denying any of the Commission's findings. In its order, the Commission found
that Aura and the others violated the reporting, recordkeeping and anti-fraud
provisions of the securities laws in 1993 and 1994 in connection with its
reporting on two transactions in reports previously filed with the Commission.
The Commission's order directs that each party cease and desist from committing
or causing any future violation of these provisions.
The Commission did not require Aura to restate any of the previously issued
financial statements or otherwise amend any of its prior reports filed with the
Commission. Also, the Commission did not seek any monetary penalties from Aura,
Mr. Kurtzman or anyone else. Neither Mr. Kurtzman nor anyone else personally
benefited in any way from these events. For a more complete description of the
Commission's Order, see the Commission's release referred to above.
Other Litigation.
-----------------
The Company is also engaged in other legal actions arising in the ordinary
course of business. In the opinion of management based upon the advice of
counsel, the ultimate resolution of these matters will not have a material
adverse effect. Therefore, no provision for these matters has been made in the
Company's consolidated financial statements.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the three months ended August 31, 1997, the Company earned $486,385 on
net revenues of $33,137,970 compared to earnings of $524,926 on net revenues of
$23,855,464 for the comparable period of Fiscal 1997. For the six months ended
August 31, 1997, the Company earned $669,335 on net revenues of $60,553,967,
compared to earnings of $1,130,662 on net revenues of $45,979,896 in the prior
year six months.
Revenue for the three and six month periods ended August 31, 1997 increased
by $9,282,506 and $14,574,071 respectively, from the corresponding periods in
the prior year. The increased revenues resulted primarily from sales from the
Company's NewCom subsidiary and sales of speaker products including the
Company's subsidiary MYS Corporation.
The Company sold sound related products and computer related products to
four significant customers during the six months ended August 31, 1997. Sales
of speakers to Radio Shack accounted for approximately $9.7 million in the
period ended August 31, 1997 as compared to approximately $9.0 million in the
prior year comparable period. Sales of communication and multimedia products to
major mass merchandisers Best Buy, Circuit City and Computer City accounted for
approximately $19.1 million in the six months ended August 31, 1997. There were
no sales to these customers in the prior year comparable period.
None of the above customers are related or affiliated with the Company or
any customers of the Company. The Company has no reason to believe that sales
to any of the current years customers will not continue.
Cost of goods and overhead for the three and six months ended August 31,
1997 increased by $6,329,613 and $10,755,917 in comparison with the
corresponding periods in the prior year primarily as a result of the increase in
purchased parts associated with the increase in the unit volume of sales of the
variety of products sold by the Company.
Research and development costs for the three and six months ended August
31, 1997 decreased by $771,346 and $1,354,720 as the Company continued to focus
its attention in the sales area and in readying new products for manufacturing,
primarily the Auragen and new speaker lines.
General and administrative costs increased for the three and six month
periods by $2,871,505 and $3,908,432 respectively primarily due to the Company's
continued expansion of its facilities and staff and the higher level of
advertising support for the products of the Company's NewCom subsidiary. The
Company expects that with its continued expansion, general and administrative
expenses will continue to increase.
Income from operations for the three and six months increased by $853,094
and $1,255,442 over the prior year comparable period as the increase in the
gross margin resulting from the sales increase exceeded the net increase in the
selling, general and administrative and research and development expenses. This
was offset by an increase in net interest expense of $891,275 and $1,716,769
respectively over the prior year periods due to higher levels of borrowing over
the prior year and premiums paid on the repurchase of convertible notes
resulting in a decrease in net income of $38,541 and $461,327 for the three and
six month periods.
LIQUIDITY AND CAPITAL RESOURCES
In the six months ended August 31, 1997, cash decreased by $3,717,551 to
$3,394,803 from $7,112,354, at February 28, 1997. Accounts payable and accrued
expenses decreased by $1,192,225 from February 28, 1997. Inventories increased
by $3,903,163 as the Company began
8
<PAGE>
to prepare for increasing shipments of speakers, multi-media kits, modems and
soundcards for the fall selling season.
The increase in receivables of $4,765,530 is due to the increase in sales
volume which was concentrated in the last month of the quarter as sales began to
increase for the fall selling season.
Cash flows used in operations decreased by $9,956,939 compared to the prior
year six months. Working capital increased to $70,647,573 from $62,310,715 over
the fiscal year end level, with the current ratio improving to 2.81:1 from
2.54:1.
In the six months ended August 31, 1997, the Company received proceeds of
$19,000,000 from the sale of convertible notes payable. The Company also
redeemed $3,200,000 of previously issued convertible notes. Subsequent to the
end of the quarter, the Company redeemed an additional $800,000 of previously
issued convertible notes.
In the six months ended August 31, 1996, financing activities contributed
$467,000 from the exercise of options to purchase 10,000 shares of common stock
and the exercise of warrants to purchase 192,200 of common stock. Additionally,
the Company received proceeds of $1,501,500 from the sale of 385,000 shares of
common stock in the six months ended August 31, 1996.
In the past, the Company's cash flow generated from operations has not been
sufficient to completely fund its working capital needs. Accordingly, the
Company has also relied upon external sources of financing to maintain its
liquidity, principally private and bank indebtedness and equity financing. No
assurances can be provided that these funding sources will be available in the
future. The Company expects that, with the increasing shipments of the Bass
Shakers, speakers, multimedia kits, modems and sound cards, cash flows and
results of operations should be favorably impacted in the future.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
For information regarding pending legal proceedings, see Note 4 to the
Company's Condensed Consolidated Financial Statements appearing elsewhere
herein.
ITEM 2 Changes in Securities
Convertible Note Redemptions
In June 1997 the Company issued a $4 million convertible debenture in a
private placement to a single accredited investor under Section 4(2) of
the Securities Act of 1933. The debenture accrues interest at the rate
of 7% per annum, payable quarterly, and is due and payable in June 1999.
The Debenture was convertible into shares of the Company's Common Stock
at the current market price at the time of conversion. Subsequent to the
end of the most recent quarter, the Company entered into an agreement in
principle with the holder of the Debenture to redeem the Debenture for
cash on or before March 1, 1998. Aura has also agreed to issue 218,000
warrants to the Debenture holder, exercisable at $3.00 for a period of
five years.
As previously reported in the Company's Form 10-K for the year ended
February 28, 1997, in March 1997 the Company issued $15 million of
convertible Debentures to a group of accredited investors in a private
placement under Section 4(2) of the Securities Act of 1933. The
Debentures were convertible into Common Stock of the Company in
accordance with a stated formula. In October 1997 the Company and the
investors entered into an Agreement modifying the Debentures to eliminate
the conversion feature in exchange for increasing the interest rate on
the principal to 18% and the payment of a quarterly fee of $935,000 for
each quarter during which the Debentures remain outstanding. The stated
maturity of the Debentures was shortened from March 2000 to September
1998.
The Debentures, as modified, are secured by a Note from NewCom to Aura in
the original principal amount of $17 million and 1,250,000 shares of
NewCom stock, subject to adjustment under certain circumstances. As part
of the modification, the Company has agreed to issue warrants for an
aggregate of 2,250,000 shares of Common Stock at an exercise price equal
to 150% of the market price of Aura Common Stock on the date the Company
and the investors reached an agreement in principle on the Debenture
modification, resulting in an exercise price of $2.50 per share, subject
to potential adjustment after one year under certain circumstances.
ITEM 4 Submission of Matters to Vote by Security Holders
The Company's 1997 Annual Meeting of Shareholders was held on September
17, 1997. At the Annual Meeting each of the company's nominees were
elected to serve as directors of the Company. The election results are
as follows:
10
<PAGE>
<TABLE>
<CAPTION>
Name For Withheld Abstain
---- --- -------- -------
<S> <C> <C> <C>
Zvi (Harry) Kurtzman 68,726,153 2,928,574 2,133,665
Arthur J. Schwartz 69,036,313 2,615,414 2,133,665
Cipora Kurtzman Lavut 68,515,681 3,139,046 2,133,665
Harvey Cohen 69,083,653 2,571,074 2,133,665
Norman Reitman 69,107,186 2,577,541 2,133,665
Neal B. Kaufman 69,071,080 2,583,647 2,133,665
Ashok Dewan 69,042,150 2,612,577 2,133,665
Salvador Diaz-Verson, Jr. 69,092,396 2,562,331 2,133,665
Gerald S. Papazian 69,101,346 2,578,381 2,108,665
Steven C. Veen 69,022,110 2,632,617 2,133,665
Peter Liu 69,053,653 2,601,074 2,133,665
</TABLE>
The shareholders in addition, approved an amendment to the Company's
Articles of Incorporation increasing the number of authorized shares of
its Common Stock from 100,000,000 to 200,000,000 which proposal was set
forth in the Company's Proxy Statement filed with the Securities and
Exchange Commission. The amendment approval results are as follows:
<TABLE>
<CAPTION>
For Against Abstain
--- ------- -------
<S> <C> <C> <C>
Amendment 65,282,210 5,720,655 492,176
</TABLE>
ITEM 5 Other Information
On September 19, 1997, Aura's subsidiary, NewCom, completed its initial
public offering of 2,300,000 Units at $9.50 per Unit, each Unit
consisting of one share of NewCom Stock and one Warrant to purchase
NewCom Common Stock at $14.25 for a period of five years. As a result of
the sale of NewCom shares to the public, Aura now owns approximately 72%
of the outstanding NewCom Common Stock.
At the completion of the offering, NewCom received proceeds of
approximately $16.6 million, net of underwriting commissions, discounts
and expenses of the offering, and Aura received proceeds of approximately
$2.5 million. In addition, pursuant to a redemption Option Agreement,
Aura has the right, exercisable at its option, to require NewCom to apply
up to 70% of the net proceeds received by the Company from the sale of
shares pursuant to the Warrants, to redeem up to 1,610,000 NewCom shares
owned by Aura at the redemption price of $14.25 per share.
ITEM 6 Exhibits and Reports on Form 8-K
a) Exhibits:
See Exhibit Index
b) Reports On Form 8-K:
None
11
<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.
AURA SYSTEMS, INC.
------------------
(Registrant)
Date: OCTOBER 15, 1997 By: /s/Steven C. Veen
---------------- -----------------
STEVEN C. VEEN
Senior Vice President
Chief Financial Officer
(Principal Financial and Accounting Officer)
12
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential
Number Page No.
EX-27 Financial Data Schedule
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 3,394,803
<SECURITIES> 0
<RECEIVABLES> 58,509,228
<ALLOWANCES> 0
<INVENTORY> 37,750,459
<CURRENT-ASSETS> 109,646,003
<PP&E> 61,354,968
<DEPRECIATION> (10,152,002)
<TOTAL-ASSETS> 197,678,789
<CURRENT-LIABILITIES> 38,998,430
<BONDS> 0
0
0
<COMMON> 201,218,283
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 197,678,789
<SALES> 60,553,967
<TOTAL-REVENUES> 60,553,967
<CGS> 43,954,577
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,961,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,969,018
<INCOME-PRETAX> 669,335
<INCOME-TAX> 0
<INCOME-CONTINUING> 669,335
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 669,335
<EPS-PRIMARY> .01
<EPS-DILUTED> 0
</TABLE>
