<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
-----------------
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended August 26, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _______
Commission File Number 0-19402
VANS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0272893
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2095 North Batavia Street
Orange, California 92665-3101
(Address of Principal Executive Offices) (Zip Code)
(714) 974-7414
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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 registrant's
classes of common stock, as of the latest practicable date: 9,646,917 shares of
Common Stock, $.001 par value, as of October 9, 1995.
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<PAGE> 2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
VANS, INC.
Consolidated Balance Sheets
August 26, 1995 and May 31, 1995
<TABLE>
<CAPTION>
August 26, May 31,
1995 1995
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 2,812,773 $ 3,279,843
Accounts receivable, net of allowance for doubtful
accounts of $984,372 and $812,631 at August 26, 1995
and May 31, 1995, respectively 18,102,832 12,584,244
Inventories (note 2) 17,874,939 16,997,738
Deferred income taxes 1,615,000 1,615,000
Income taxes receivable - 3,530,128
Prepaid expenses 1,106,566 498,555
----------- -----------
Total current assets 41,512,110 38,505,508
Property, plant and equipment, net 10,946,732 10,747,450
Excess of cost over the fair value of net assets acquired,
net of accumulated amortization of $32,157,516 and $31,966,872
at August 26, 1995 and May 31, 1995, respectively 17,081,883 17,272,527
Deferred financing costs, net of accumulated amortization
of $288,485 and $270,454 at August 26, 1995 and
May 31, 1995, respectively 288,458 306,489
Property held for sale 5,299,771 5,299,771
Other assets 913,503 934,290
----------- -----------
$76,042,457 $73,066,035
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 4,783,092 $ 2,608,173
Current portion of senior notes 7,025,069 7,025,069
Accounts payable 8,108,199 8,579,473
Accrued payroll and related expenses 1,958,645 2,026,229
Restructuring costs 4,043,088 6,083,934
Accrued workers' compensation 1,410,341 1,540,046
Accrued interest 228,926 907,660
Income tax payable 304,908 -
----------- -----------
Total current liabilities 27,862,268 28,770,584
Deferred income taxes 1,615,000 1,615,000
Capital lease obligation 379,542 441,384
Long term credit facility 9,255,214 -
Senior notes 16,174,931 21,974,931
----------- -----------
55,286,955 52,801,899
----------- -----------
Stockholders' equity:
Common stock, $.001 par value, 20,000,000 shares authorized,
9,646,917 and 9,639,877 shares issued and outstanding at
August 26, 1995 and May 31, 1995, respectively 9,647 9,640
Additional paid-in capital 46,837,645 46,803,649
Accumulated deficit (26,091,790) (26,549,153)
----------- -----------
20,755,502 20,264,136
----------- -----------
$76,042,457 $73,066,035
=========== ===========
</TABLE>
2
<PAGE> 3
VANS, INC.
CONSOLIDATED STATEMENT OF EARNINGS
Thirteen weeks ended August 26, 1995 and August 27, 1994
<TABLE>
<CAPTION>
Thirteen weeks ended
August 26, August 27,
1995 1994
----------- -----------
<S> <C> <C>
Net sales $28,403,847 $21,460,076
Cost of sales 18,289,892 12,343,424
----------- -----------
Gross profit 10,113,955 9,116,652
Operating expenses:
Selling and distribution 6,299,338 4,518,228
Advertising and promotion 1,215,492 502,195
General and administrative 1,249,440 1,585,894
Provision for doubtful accounts 75,306 49,490
Amortization of intangibles 190,645 410,332
----------- -----------
Total operating expenses 9,030,221 7,066,139
----------- -----------
Earnings from operations 1,083,734 2,050,513
Interest income - 52,102
Interest and debt expense (748,660) (714,026)
Other income 427,197 116,185
----------- -----------
Earnings before income taxes 762,271 1,504,774
Income tax expense 304,908 601,910
----------- -----------
Net earnings 457,363 902,864
=========== ===========
Net earnings per share $ 0.05 $ 0.09
=========== ===========
Weighted average common and common equivalent shares (note 3) 10,030,775 9,774,879
=========== ===========
</TABLE>
3
<PAGE> 4
VANS, INC.
STATEMENTS OF CASH FLOWS
Thirteen weeks ended August 26, 1995 and August 27, 1994
<TABLE>
<CAPTION>
Thirteen weeks ended
August 26, August 27,
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 457,363 $ 902,864
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 850,963 1,098,643
Amortization of deferred financing costs 18,031 18,031
Provision for losses on accounts receivable and sales returns 171,741 (3,697)
Changes in assets and liabilities:
Accounts receivable (5,690,329) (396,551)
Income taxes receivable 3,530,128 (141)
Inventories (877,201) (3,781,052)
Prepaid expenses (608,011) (141,321)
Other assets 20,787 (134,307)
Accounts payable (471,274) 1,361,973
Accrued payroll and related expenses (67,584) (1,079,069)
Accrued workers' compensation, net (129,705) (16,737)
Restructuring costs (2,040,846) -
Accrued interest (678,734) (696,005)
Income taxes 304,908 500,565
----------- -----------
Net cash used in operating activities (5,209,763) (2,366,804)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (859,601) (634,745)
----------- -----------
Net cash used in investing activities (859,601) (634,745)
Cash flows from financing activities:
Proceeds from short term borrowings 2,174,919 -
Payments on capital lease obligations (61,842) -
Proceeds from long term credit facility 9,255,214 -
Principal payments on senior notes (5,800,000) -
Proceeds from issuance of common stock, net 34,003 53,468
----------- -----------
Net cash provided by financing activities 5,602,294 53,468
----------- -----------
Net decrease in cash and cash equivalents (467,070) (2,948,081)
Cash and cash equivalents, beginning of period 3,279,843 7,129,172
----------- -----------
Cash and cash equivalents, end of period $ 2,812,773 $ 4,181,091
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION - AMOUNTS PAID FOR:
Interest $ 1,427,394 $ 1,392,000
Income taxes $ 41,265 $ 101,487
</TABLE>
4
<PAGE> 5
VANS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Vans, Inc. (the "Company") manufactures and markets high-quality casual
shoes for men, women and children under the brand name "Vans."* The
Company is the successor to Van Doren Rubber Company, Inc., a California
corporation that was founded in 1966 ("VDRC"). VDRC was merged with and
into the Company in connection with the Company's initial public
offering of Common Stock in August 1991.
The financial statements included herein are unaudited and reflect all
adjustments which are, in the opinion of management, necessary for a
fair presentation of the results of the interim periods presented. The
results of operations for the current interim periods are not
necessarily indicative of results to be expected for the current year.
Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation.
2. Inventories are comprised of the following:
8/26/95 5/31/95
----------- -----------
Raw Materials $ 1,997,574 $ 1,978,760
Work-in-Process 298,497 695,995
Finished Goods 16,178,868 14,922,983
----------- -----------
18,474,939 17,597,738
Inventory Reserves (600,000) (600,000)
----------- -----------
$17,874,939 $16,997,738
----------- -----------
3. Primary earnings per share approximate fully diluted earnings per
share for the thirteen weeks ended August 26, 1995 and August 27, 1994.
*Vans is a registered trademark of Vans, Inc.
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve
risk and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed hereunder, as well
as in "Risk Factors" and "Business" in the Company's Registration Statement on
Form S-3 (File No. 333-3272).
OVERVIEW
Vans, Inc. is a leading designer, manufacturer and distributor of a
collection of high quality casual and active-casual footwear for men, women and
children, as well as performance footwear for enthusiasts of outdoor sports such
as skateboarding, snowboarding and BMX bicycling. The Company is the successor
to Van Doren Rubber Company, Inc., a California corporation that was founded in
1966 ("VDRC"). VDRC was acquired by the Company in February 1988 in a series of
related transactions for a total cost (including assumed liabilities) of $74.4
million (the "Acquisition"). The Acquisition resulted in the recognition of
approximately $48.0 million of goodwill by the Company (the "Acquisition
Goodwill"). VDRC was merged with and into the Company in August 1991 at the time
of the Company's initial public offering.
Prior to fiscal 1995, the Company manufactured all of its footwear at two
domestic manufacturing facilities located in Southern California. As part of the
Company's strategic redirection, in the first quarter of fiscal 1995 the Company
began to source from South Korea its line of casual and performance footwear
known as the International Collection. The success of the International
Collection created a domestic manufacturing overcapacity problem for the Company
which contributed to an overstock in domestic inventories. In the second quarter
of fiscal 1995, the Company increased the inventory valuation allowance from
$324,772 to approximately $600,000 in order to help mitigate the risks
associated with increased inventory balances. In the third quarter of fiscal
1995, the Company took steps to adjust its U.S. production; however, customer
demand for the International Collection continued to grow. In the fourth quarter
of fiscal 1995, it first became apparent that domestic manufacturing workforce
reductions would not be sufficient to address the increase in orders for the
International Collection and the decrease in demand for domestically-produced
footwear, and the Company determined that a plant closure would be required.
Therefore, on May 30, 1995 the Board of Directors voted to close its Orange,
California manufacturing facility (the "Orange Facility") and in July 1995, the
Company closed the Orange Facility. Accordingly, the Company recognized
restructuring costs of $30.0 million in the fourth quarter of fiscal 1995. Of
that amount: (i) $20.0 million represented a write-off of the goodwill allocated
to the manufacturing know-how associated with the Orange Facility (the "Orange
Facility Goodwill"); and (ii) $10.0 million represented restructuring costs to
close the Orange Facility. All remaining U.S. production of the Company was
shifted to the Company's smaller Vista, California manufacturing facility (the
"Vista Facility").
The Company is attempting to sell the Orange Facility and anticipates that,
if such sale is consummated, its administrative personnel will be primarily
relocated to space near the Company's City of Industry, California distribution
center. The Company is in preliminary negotiations with several potential buyers
of the Orange Facility. The Company cannot currently estimate when such
negotiations may result in a purchase agreement, if at all. The expected cost of
disposal of the Orange Facility is estimated at approximately $300,000 which
consists primarily of a 6% sales commission and legal fees.
In the fourth quarter of fiscal 1995, the Company wrote-down $6.3 million
of inventory. The write-down of inventory consisted of $4.5 million of
domestically-produced finished goods and $1.8 million of raw material inventory.
Such inventory became impaired as a result of the following events which
occurred in the fourth quarter of fiscal 1995: (i) the expanding sales of the
International Collection; (ii) the slowing of sales of domestically-produced
footwear and related price erosion and discounting; (iii) the decrease in
domestic production as a result of the above and the subsequent closure of the
Orange Facility; and (iv) the discontinuance of certain domestically-produced
product.
6
<PAGE> 7
Management of the Company, with the assistance of outside valuation
consultants, calculated the amount of the Orange Facility Goodwill based on an
analysis of the Company's business at the date of the Acquisition. At that time,
the Company's strategy was one of manufacturing efficiency, and the Company's
reputation was based on fast-turn, made-to-order manufacturing. The Company's
fixed assets as of the date of the Acquisition were primarily deployed to
manufacture footwear, and the Company's chain of retail stores served as outlets
for the footwear manufactured at the Orange Facility.
Based on this analysis, and a similar analysis of the other components of
the Acquisition Goodwill (trademarks and dealer relationships), management
determined that approximately 53% of such Acquisition Goodwill should have been
allocated to the manufacturing know-how associated with the Orange Facility at
the date of the Acquisition. The unamortized portion of the Orange Facility
Goodwill at May 31, 1995 was $20.0 million, and was written-off in connection
with the closure of the Orange Facility. See Notes 2 and 3 of Notes to
Consolidated Financial Statements.
RESULTS OF OPERATIONS
THIRTEEN-WEEK PERIOD ENDED AUGUST 26, 1995 ("Q1 FISCAL 1996") VERSUS THE
THIRTEEN-WEEK PERIOD ENDED AUGUST 27, 1994 ("Q1 FISCAL 1995")
NET SALES. Net sales for Q1 Fiscal 1996 increased 32.4% to $28,404,000,
compared to $21,460,000 for the same period in fiscal 1995. The sales increase
was primarily driven by sales of the International Collection, which increased
from approximately $300,000, or 1.4% of net sales for Q1 Fiscal 1995 (the first
period in which sales of the International Collection were made), to
approximately $15,177,000, or 53.4% of net sales for Q1 Fiscal 1996.
7
<PAGE> 8
Sales to national accounts increased 33.5% during Q1 Fiscal 1996 to
$17,263,000, compared to $12,935,000 for the comparable period of fiscal 1995.
The increase featured a 10.2% increase in sales to the Company's top 10
accounts.
Sales through the Company's 80-store retail chain (as of August 26,
1995) increased 24.1% to $7,054,000, up from $5,686,000 for Q1 Fiscal 1995.
Comparable store sales (sales at stores open one year or more) were up 10.7%
for the quarter. Comparable store sales increased for each Company store type,
with Factory outlet store comparable sales leading the way with a 34.0%
increase.
Sales for export increased 44.0% to $4,087,000 for Q1 Fiscal 1996,
compared to $2,839,000 for the same period a year ago. Increased sales to the
United Kingdom, Germany, France, and Canada were the principal reasons for the
increase.
GROSS MARGIN. Gross margin decreased to 35.6% for Q1 Fiscal 1996 from 42.5%
for the comparable period a year ago. Margins were negatively impacted during
the quarter due to significant manufacturing variances resulting from (i) the
operation of the Batavia facility for the first two months of the quarter in
accordance with the requirements of the WARN Act; and (ii) the ramp-up of
production at the Vista facility due to the transfer of production from the
Batavia facility. See "Fiscal 1995 Restructuring."
OPERATING EXPENSES. Operating expenses increased to $9,030,000 for Q1 Fiscal
1996, up from $7,066,000 for Q1 Fiscal 1995. The increase was primarily the
result of the following factors: (i) a $700,000 increase in advertising
expenditures to support the Company's sales growth; (ii) a $350,000 increase in
distribution costs related to the operation of the City of Industry facility,
which did not exist in Q1 Fiscal 1995; (iii) increased commissions to
independent sales representatives due to increased sales to national accounts;
and (iv) increased personnel costs to appropriately manage the Company's sales
growth. These increases were partially offset by a decrease in amortization of
intangibles from $410,000 to $191,000 on a period-to-period basis as a result
of the write-off of the Orange Facility Goodwill at May 31, 1995. See "Fiscal
1995 Restructuring." Additionally, operating expenses for Q1 Fiscal 1995
included certain one-time severance and executive search costs of approximately
$185,000 and $60,000, respectively, which were incurred in that quarter. Such
expenses were included in general and administrative expenses.
INTEREST AND DEBT EXPENSE. Interest and debt expense increased to $749,000 in
Q1 Fiscal 1996, as compared to $714,000 in Q1 Fiscal 1995. The increase was
attributable to interest payments made to the Company's secured and unsecured
lenders which did not exist in Q1 Fiscal 1995. See "Liquidity and Capital
Resources."
OTHER INCOME. Other income increased to $427,000 in Q1 Fiscal 1996 from
$116,000 in Q1 Fiscal 1995, primarily related to increased royalty income.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $10.0 million revolving line of credit with a bank,
which is secured by the eligible accounts receivable of the Company (the
"Secured Bank Line"). The Company is permitted to borrow up to 75% of the
dollar amount of such accounts.
8
<PAGE> 9
The Secured Bank Line was established in July 1995. The Company pays interest
on the debt incurred under this Line at the prime rate established by the
bank from time to time. The Company has the option to pay interest at the
LIBOR rate. Under the agreement establishing the Line, the Company must
maintain certain financial covenants and is prohibited from paying dividends
without the bank's consent. Debt incurred under the Secured Bank Line is due
and payable on July 1, 1997. At August 26, 1995, the Company had drawn down
$9,255,000 under the Secured Bank Line.
The Company has a $4,000,000 unsecured revolving credit facility with
Ssanyong Corporation, a South Korean corporation, which is utilized to support
the purchase of product. Assuming full utilization of the line, the Company
will pay an effective interest rate of 15.6% per annum on the debt incurred
under the facility, comprised of (i) a fee of 10% payable at the time of the
first draw thereunder, and (ii) annual interest of 5.6% on the outstanding
debt. The facility expires on April 26, 1997. The balance payable under the
facility was $4,000,000 as of August 26, 1995.
At August 26, 1995, the Company had outstanding $23,200,000 million
principal amount of the 9.6% Senior Notes. Interest on such Notes is payable
on February 1 and August 1 of each year. On August 1, 1995, the Company paid
the first installment of principal of the Notes ($5.8 million), along with $1.4
million of interest also due on that date. Equal additional installments of
principal are due on August 1, 1996, 1997 and 1998, with remaining principal
plus accrued interest due on August 1, 1999. The agreements governing the 9.6%
Senior Notes, as amended and modified, restrict the Company's ability to
declare dividends and require the Company to maintain certain financial
covenants.
Effective as of August 26, 1995, the Company, the bank issuing the
Secured Bank Line, and the holders of the 9.6% Senior Notes, verbally agreed to
amend the agreements governing the Secured Bank Line and the 9.6% Senior Notes
to modify certain financial covenants thereunder. As a result of such
amendments, the Company was in compliance with all such financial covenants as
of August 26, 1995. Additionally, in connection with their agreement to amend
the Note agreements, the holders of the 9.6% Senior Notes released the Company
from its obligation to pay the Noteholders one-half of the proceeds of the tax
refund the Company received as a result of the write-downs it took at the end
of fiscal 1995.
The Company's cash position was $2,813,000 at August 26, 1995,
exclusive of approximately $680,000 of restricted cash included in other assets
in the consolidated balance sheets which related to the Company's self-insured
workers' compensation plan. In connection with the self-insurance, the
Company maintains a $2,304,000 surety bond which is secured by $680,000 in
long-term marketable securities. The Company believes that cash from
operations, coupled with its current level of financing, is sufficient to
satisfy its anticipated cash needs for the remainder of fiscal 1996, including
the payment of interest on the 9.6% Senior Notes. However, if the Company
9
<PAGE> 10
continues to grow at its current rate during the remainder of fiscal 1996,
additional financing will be required. In that regard, the Company is exploring
numerous financing alternatives. If the Company fails to obtain such
financing, and its current rate of growth continues, such growth may be slowed
and earnings could be negatively impacted.
The Company experienced an outflow of cash from operating activities
of $5,210,000 during Q1 Fiscal 1996, compared to an outflow of cash of
$2,367,000 for the same period in fiscal 1995. The cash used in operations was
primarily the result of increases in accounts receivable, inventory, and
prepaids and decreases in the restructuring costs accrual, accrued interest and
accounts payable. Cash used in operations was partially offset by the decrease
in income taxes receivable.
The Company had a net outflow of cash from investing activities of
$860,000 during Q1 Fiscal 1996, compared to an outflow of cash of $635,000 for
the same period in fiscal 1995, due to capital expenditures.
The Company had a net inflow of cash from financing activities of
$5,602,000 during Q1 Fiscal 1996, compared to an inflow of cash of $53,000 for
the same period in fiscal 1995. The cash provided by financing activities was
primarily the result of proceeds from the Secured Bank Line and the unsecured
revolving credit facility with Ssanyong Corporation. Cash provided by
financing activities was partially offset by the payment of $5,800,000 of the
principal amount of the 9.6% Senior Notes on August 1, 1995.
Accounts receivable, net of allowance for doubtful accounts, increased
to $18,103,000 at August 26, 1995 from $12,584,000 at May 31, 1995. The
increase was primarily due to the increase in net sales the Company experienced
in Q1 Fiscal 1996 and the timing of such sales.
Inventories, which include raw materials, work-in-process, accessories
and finished goods, increased to $17,875,000 at August 26, 1995 from
$16,998,000 at May 31, 1995, primarily as a result of (i) a $1,214,000 increase
in finished goods related to the Company's new line of snowboard boots (which
have a much higher cost per pair than the Company's other footwear inventory),
and (ii) an increased number of finished goods held for sale through the
Company's retail stores in connection with the back-to-school season, which
began shortly after the end of Q1 Fiscal 1996. These increases in inventory
were partially offset by a decrease in the Company's work-in-process inventory
in connection with the closing of the Orange facility.
As discussed above, the Company is currently in escrow to sell the
Orange facility. This transaction is subject to closing contingencies, and if
such contingencies are satisfied, the Company anticipates that such sale would
be completed in November 1995. The net proceeds of the sale will be paid to
the holders of the 9.6% Senior Notes to reduce the principal amounts thereof.
10
<PAGE> 11
If the sale is completed, the Company will transfer its corporate
offices, and substantially all of its corporate personnel, to other sites,
including the Vista facility and the City of Industry facility. The transition
of the corporate offices will involve substantial time and effort by
management. The cost of the project will vary depending on how the transition
is made, and the Company cannot currently estimate such cost.
In the remainder of fiscal 1996, the Company plans to open 6 to 10 new
retail stores at an estimated aggregate cost of $400,000 - $700,000. The
stores will open throughout the year and consist primarily of factory outlet
stores. At the same time, the Company will continue to identify and close
underperforming stores.
The Company plans to upgrade the hardware for its primary computer
system in fiscal 1996. This upgrade is intended to support the growth the
Company is currently experiencing, as well as position the Company for future
growth. The cost of this system improvement is estimated at $500,000 and is
expected to be completed in the second quarter of fiscal 1996.
The Company is currently exploring a number of other systems-related
projects, including a materials requirement planning system and shipping and
warehouse systems, to further enhance its scheduling, manufacturing and
distribution capabilities. While it is too early to estimate the depth, and
therefore the cost of these projects, the Company estimates that these projects
will be financed with internally generated funds.
SEASONALITY
Management believes that the Company's business is somewhat seasonal,
with a large percentage of sales realized in the fourth and first fiscal
quarters (March through August), the so-called "Spring and Summer" and "Back to
School" months.
11
<PAGE> 12
ITEM 5. OTHER MATTERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None
27 Financial Data Schedule
12
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Vans, Inc.
(Registrant)
Date: May 15, 1996 By: /s/ Craig E. Gosselin
-----------------------------------
Craig E. Gosselin
Vice President and General Counsel
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000877273
<NAME> VANS INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> AUG-26-1996
<CASH> 2,812,773
<SECURITIES> 0
<RECEIVABLES> 18,102,832
<ALLOWANCES> 984,372
<INVENTORY> 17,874,939
<CURRENT-ASSETS> 41,512,110
<PP&E> 16,246,503
<DEPRECIATION> 0
<TOTAL-ASSETS> 76,042,457
<CURRENT-LIABILITIES> 27,862,268
<BONDS> 25,809,687
0
0
<COMMON> 9,647
<OTHER-SE> 20,745,855
<TOTAL-LIABILITY-AND-EQUITY> 76,042,457
<SALES> 28,403,847
<TOTAL-REVENUES> 28,403,847
<CGS> 18,289,892
<TOTAL-COSTS> 18,289,892
<OTHER-EXPENSES> 8,603,024
<LOSS-PROVISION> 75,306
<INTEREST-EXPENSE> 748,660
<INCOME-PRETAX> 762,271
<INCOME-TAX> 304,908
<INCOME-CONTINUING> 457,363
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 457,363
<EPS-PRIMARY> .05
<EPS-DILUTED> 0
</TABLE>
