<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 quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-25038
----------------
THOMPSON PBE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4215913
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4553 GLENCOE AVENUE, SUITE 200
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 306-7112
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 as the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.
YES X NO
--- ---
As of May 10, 1996, there were 8,663,421 shares of common stock outstanding.
Total number of sequential pages: 12
----
================================================================================
1
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THOMPSON PBE, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS
MARCH 31, SEPTEMBER 30,
1996 1995
---- ----
<S> <C> <C>
Current assets:
Cash ............................................................. $ 1,534 $ 665
Accounts receivable (net of allowances
of $733 and $592).................................................. 16,564 14,195
Inventory........................................................... 31,323 21,877
Prepaid expenses and other current assets .......................... 3,384 3,748
------- --------
Total current assets............................................... 52,805 40,485
Property and equipment, net........................................... 5,383 4,811
Intangible assets, net ............................................... 43,916 35,282
Other assets.......................................................... 1,356 1,330
-------- --------
$103,460 $81,908
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and obligations................... $ 4,309 $ 3,759
Accounts payable.................................................... 11,140 8,901
Accrued expenses and other current liabilities...................... 5,828 6,208
-------- --------
Total current liabilities.......................................... 21,277 18,868
Long-term debt and obligations, net................................... 30,270 46,084
Stockholders' equity:
Common stock........................................................ 9 6
Additional paid-in capital.......................................... 61,330 28,277
Accumulated deficit................................................. (9,426) (11,327)
-------- --------
Total stockholders' equity......................................... 51,913 16,956
-------- --------
$103,460 $ 81,908
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE> 3
THOMPSON PBE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
---------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales............................................ $41,981 $31,019 $79,126 $55,971
Cost of sales........................................ 26,479 19,330 49,678 34,861
------- ------- ------- -------
Gross profit......................................... 15,502 11,689 29,448 21,110
------- ------- ------- -------
Selling, general and administrative expenses......... 12,231 8,813 23,449 16,290
Depreciation......................................... 436 350 855 643
Amortization of intangible assets.................... 525 351 1,008 728
Interest expense..................................... 542 597 886 1,181
------- ------- ------- -------
Total.......................................... 13,734 10,111 26,198 18,842
------- ------- ------- -------
Income before income taxes
and extraordinary item............................. 1,768 1,578 3,250 2,268
Provision for income taxes........................... 734 -- 1,349 --
------- ------- ------- -------
Income before extraordinary item..................... 1,034 1,578 1,901 2,268
Extraordinary item - early extinguishment of debt.... -- -- -- (445)
------- ------- ------- -------
Net income........................................... $ 1,034 $ 1,578 $ 1,901 $ 1,823
======= ======= ======= =======
PER SHARE DATA:
Income before extraordinary item..................... $0.12 $0.24 $0.21 $0.20
Extraordinary item - early extinguishment of debt.... -- -- -- $(0.08)
Net income per common and common
equivalent share after redemption of
redeemable stock................................... $0.12 $0.24 $0.21 $0.13
Weighted average common and
common equivalent shares........................... 8,903 6,610 8,861 5,931
COMPUTATION OF NET INCOME USED IN COMPUTING EARNINGS PER SHARE DATA
Income before income taxes and extraordinary item.... $ 1,768 $ 1,578 $ 3,250 $ 2,268
Redemption of redeemable stock....................... -- -- -- (1,000)
Dividends accrued on preferred stock and
redeemable preferred stock................. . . -- -- -- (78)
------- ------- ------- -------
Income after redemption of redeemable stock,
but before income taxes and extraordinary item . 1,768 1,578 3,250 1,190
Provision for income taxes........................... 734 -- 1,349 --
------- ------- ------- -------
Income before extraordinary item..................... 1,034 1,578 1,901 1,190
Extraordinary item - early extinguishment of debt ... -- -- -- (445)
------- ------- ------- -------
Net income after redemption of
redeemable stock................................... $ 1,034 $ 1,578 $ 1,901 $ 745
======= ======= ======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE> 4
THOMPSON PBE, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
----------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ........................................................... $ 1,901 $ 1,823
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization....................................... 1,863 1,371
Extraordinary item - early extinguishment of debt................... -- 445
Changes in operating assets and liabilities......................... (5,697) (6,144)
-------- --------
Net cash used for operating activities................................ (1,933) (2,505)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment................................... (994) (722)
Cash paid to acquire companies........................................ (11,064) (11,270)
Increase in other assets.............................................. (26) (480)
-------- --------
Net cash used for investing activities................................ (12,084) (12,472)
-------- --------
Cash flows from financing activities:
Net borrowings under line of credit................................... 16,092 16,174
Payment of financing fees and costs................................... -- (754)
Repayment of long term debt and obligations........................... (34,431) (14,455)
Redemption of redeemable capital stock................................ -- (10,704)
Net proceeds from issuance of common stock............................ 33,225 24,394
-------- --------
Net cash provided by financing activities............................. 14,886 14,655
-------- --------
Net increase (decrease) in cash....................................... 869 (322)
Cash, beginning of period............................................. 665 564
-------- --------
Cash, end of period................................................... $ 1,534 $ 242
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
THOMPSON PBE, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The consolidated condensed financial statements include the accounts of
Thompson PBE, Inc. and its wholly-owned subsidiaries (collectively, the
"Company"). All significant intercompany balances and transactions have been
eliminated in consolidation. The interim consolidated condensed financial
statements are unaudited. In the opinion of management, such financial
statements include all adjustments, consisting of only normal recurring entries,
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows. These consolidated condensed financial statements
and the accompanying notes should be read in conjunction with the audited
consolidated financial statements and the accompanying notes for the fiscal year
ended September 30, 1995 included in the Company's Annual Report on Form 10-K.
The results of operations for the three-month and six month periods presented
are not necessarily indicative of results that may be expected for the full
year.
2. COMPUTATION OF EARNINGS PER SHARE
Net income per share information is computed using the weighted average
number of shares of common stock outstanding and dilutive common equivalent
shares from stock options and warrants using the treasury stock method. Under
this method, primary net income per share is computed as if options and warrants
were exercised at the beginning of the period (or at time of issuance, if later)
and as if the funds obtained thereby were used to purchase common stock at the
average fair value per common share during the period.
Net income used in computing the "Earnings Per Share Data" for the six
months ended March 31, 1995 has been reduced by the amount of dividends accrued
during that period on preferred stock and mandatorily redeemable common stock
outstanding prior to the Company's initial public offering. All such shares were
redeemed in November 1994 in connection with the closing of that offering.
3. STATEMENTS OF CASH FLOWS
Increases (decreases) in operating cash flows arising from changes in
operating assets and liabilities, net of the effect of businesses acquired,
consist of the following (in thousands):
<TABLE>
<CAPTION>
Six Months Ended
March 31,
-------------------
1996 1995
---- ----
<S> <C> <C>
Accounts receivable............................ $ (286) $ (708)
Inventory...................................... (5,294) (2,675)
Prepaid expenses and other current assets...... (533) (881)
Accounts payable............................... 1,188 (404)
Accrued expenses and other liabilities......... (772) (1,476)
-------- --------
$(5,697) $(6,144)
======= =======
</TABLE>
Cash paid for interest during the six months ended March 31, 1996 and 1995
was $767,000 and $594,000, respectively. Cash paid for income taxes during the
six months ended March 31, 1996 and 1995 was $1,204,000 and $180,000,
respectively.
5
<PAGE> 6
THOMPSON PBE, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
4. ACQUISITIONS OF COMPANIES
The Company acquired six businesses during the six months ended March 31,
1996. The Company also acquired three additional businesses subsequent to March
31, 1996. The businesses acquired, the date of acquisition and the geographic
locations of the acquired businesses since September 30, 1995 are as follows:
<TABLE>
<S> <C> <C>
Southern California Division
A&H Paint & Equipment Co. April 1996 Gardena, California
Northern California Division
Santa Clara Color, Inc. December 1995 Santa Clara, California
Southeast Division
Auto Paint & Equipment Co., Inc. January 1996 Winston Salem, North Carolina
Central Oil & Supply Co., Inc. January 1996 Florence, South Carolina
Automotive Paint and Supply, Inc. February 1996 Myrtle Beach, South Carolina
Auto Colorco, Inc. March 1996 Cullman, Alabama
Ralco Equipment Company April 1996 Tallahassee, Florida
Mid-Atlantic Division
Automotive Paint & Supply Co., Inc. April 1996 Roanoke, Virginia
NorthEast Division
McNeil & Sons Auto Paint, Inc. March 1996 Worcester, Massachusetts
</TABLE>
The acquired companies operated 32 distribution sites prior to their acquisition
by the Company, with historical annual revenues in their most recent fiscal
years totaling approximately $43 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion should be read in conjunction with the unaudited
consolidated condensed financial statements and accompanying notes, included in
Part I - Item 1 of this Quarterly Report, and the audited consolidated financial
statements and accompanying notes and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended September 30,
1995 contained in the Company's Annual Report on Form 10-K.
In October 1995, the Company completed a secondary public offering of its
common stock. A total of 3,450,000 shares were sold, of which 2,271,475 were
sold by the Company. The Company realized gross proceeds, net of the
underwriters' discounts, of $34.3 million. The net proceeds of the public
offering were used to repay debt outstanding under the Company's credit
agreement with Heller Financial, Inc. (the "1995 Credit Agreement").
A key component of the Company's business strategy is to make add-on
acquisitions to augment its existing divisions and, if and when attractive
opportunities become available, to enter new geographic markets. As described in
Note 4 to the Condensed Consolidated Condensed Financial Statements, the Company
has completed the acquisition of nine businesses subsequent to September 30,
1995. The businesses acquired had combined annual sales for their most recent
fiscal years of approximately $43.0 million. In the ordinary course of its
business, the Company regularly evaluates, and enters into negotiations relating
to, potential acquisition opportunities. See Note 4 to the Consolidated
Condensed Financial Statements and "- Liquidity and Capital Resources."
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
SEASONALITY AND OTHER VARIATIONS IN BUSINESS RESULTS
The Company's sales and operating results have historically varied
substantially from quarter to quarter due to certain factors and the Company
expects certain of these fluctuations to continue. Among these factors have been
the timing of acquisitions, the promptness with which the Company integrates
acquired businesses, seasonal buying patterns of the Company's customers,
weather, and the timing of supplier price increases and other incentive
programs. Historically, sales have slowed in the fall and early winter of each
year largely due to weather and the reduced number of business days during the
holiday season. As a result, financial performance for the Company's
distribution sites is generally lower during the first and second fiscal
quarters than during the other quarters of the fiscal year. In addition, the
timing of acquisitions may cause substantial fluctuations of operating results
from quarter to quarter. The Company's sales and operating results also vary due
to changes affecting the domestic wholesale aftermarket for automotive paint and
related supplies, such as the volume of warranty repair work and the level of
new and used car sales. Among other things, the Company believes that the
domestic wholesale aftermarket for automotive paint and related supplies was
adversely affected throughout calendar year 1995 by steps taken by the major
U.S. automobile manufacturers to substantially reduce multi-year warranty
programs as well as by decreased new car sales resulting in fewer trade-ins
(thereby reducing refurbishment work by dealers).
RESULTS OF OPERATIONS
Net sales. For the three months ended March 31, 1996, net sales increased by
$11.0 million, or 35.3%, to $42.0 million from $31.0 million for the three
months ended March 31, 1995. For the six months ended March 31, 1996, net sales
increased by $23.2 million, or 41.4%, to $79.1 million from $56.0 million for
the six months ended March 31, 1995. The increases in revenue were primarily
attributable to net sales resulting from acquisitions completed since March 31,
1995. Sales in existing operations were down slightly for the quarter and
relatively flat for the six months from the prior year comparable periods, with
increased selling prices offsetting a slight decrease in volume. See" -
Seasonality and Other Variations in Business Results."
Gross profit. Gross profit for the three months and six months ended March
31, 1996 increased to $15.5 million and $29.4 million from $11.7 million and
$21.1 million, respectively, for the comparable periods in 1995. Gross profit as
a percentage of net sales of 36.9% and 37.2% for the three months and six months
ended March 31, 1996, respectively, decreased from gross profit as a percentage
of net sales of 37.7% for both the comparable periods in 1995. The reduction in
gross profit margins is attributable to variations in vendor discount and rebate
programs, the effects of changing manufacturer paint lines of certain acquired
businesses and to increases in discounts granted to certain large customers in
certain geographic markets.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased to $12.2 million and $23.4 million for the
three months and six months ended March 31, 1996 from $8.8 million and $16.3
million, respectively, for the comparable periods in 1995. For the three months
and six months ended March 31, 1996, selling, general and administrative
expenses were 29.1% and 29.6% of net sales as compared to 28.4% and 29.1% of net
sales for the three months and six months ended March 31, 1995, respectively.
The increase in selling, general and administrative expenses as a percentage of
net sales for the three months and six months ended March 31, 1996 as compared
to the year earlier periods is primarily attributable to the effects of
increased management infrastructure.
The absolute increase in selling, general and administrative expenses
reflects not only the increase in costs necessary to support the Company's rapid
growth, but also the additional administrative burden associated with the
acquisition of two new geographic regions. Selling, general and administrative
expenses were favorably impacted by $541,000 (on a pre-tax basis) in the six
months ended March 31, 1996 as the costs of equipment furnished to customers are
being amortized over eighteen months commencing in fiscal 1996, whereas
previously they had been expensed as incurred. Such a reduction in selling costs
was partially offset by an increase in marketing costs related to the
development of national sales and training programs.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
Depreciation and Amortization expense. Depreciation expense increased to
$436,000 in the three months ended March 31, 1996 from $350,000 in the three
months ended March 31, 1995. Depreciation expense increased to $855,000 in the
six months ended March 31, 1996 from $643,000 in the six months ended March 31,
1995. The increase in depreciation expense is attributable to an increase in
fixed assets related to the expanded operations of the Company. Amortization
expense for the three months March 31, 1996 increased to $525,000 from $351,000
for the three months ended March 31, 1995. Amortization expense for the six
months March 31, 1996 increased to $1,008,000 from $728,000 for the six months
ended March 31, 1995. These results reflect the net effect of an increase in
amortization expense relating to goodwill, offset by a decrease in amortization
expense relating to consulting agreements and covenants not to compete with
former employees of certain acquired companies. Depreciation and amortization
expenses are expected to continue to increase from period to period as a result
of continued acquisition activity by the Company.
Interest expense. Interest expense decreased to $542,000 and $886,000 for
the three months and six months ended March 31, 1996, respectively, from
$597,000 and $1,181,000 in the comparable periods in 1995. The decrease in
interest expense reflects a reduction in the average debt outstanding as
compared to the year earlier periods. Interest expense in future periods will be
dependent upon fluctuations in outstanding debt balances, prevailing interest
rates and changes in the Company's ratio of senior debt to operating cash flow.
See "- Liquidity and Capital Resources."
Extraordinary item - early extinguishment of debt. A non-cash charge in the
amount of $445,000 was recorded in the three months ended December 31, 1994 in
connection with the write-off of certain unamortized deferred financing costs
related to loans which were repaid from proceeds of the Company's initial public
offering in November 1994.
Provision for income taxes. No provision for income taxes was recognized for
the three months and six months ended March 31, 1995 as current taxes payable
for such period were offset by decreases in the Company's valuation allowance
applicable to its deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources have been significantly
impacted by acquisitions commencing with the initial acquisition of Thompson
Lacquer Company in May 1989. The Company historically has financed its business
activities and acquisitions principally through a combination of secured and
seller-provided borrowings, augmented by internally generated cash flow. In
October 1995, the Company completed a secondary public offering of its Common
Stock. A total of 3,450,000 shares were sold, of which 2,271,475 were sold by
the Company. The Company realized gross proceeds, net of the underwriters'
discounts, of $34.3 million. The proceeds of the public offering were used to
repay debt outstanding under the 1995 Credit Agreement with Heller Financial,
Inc.
The Company had working capital of $31.5 million at March 31, 1996. In
addition to working capital, the Company's principal source of liquidity was the
1995 Credit Agreement which provides for borrowings in an aggregate amount not
to exceed $50 million. As of March 31, 1996, the Company had available to it
revolving credit loans of $8.0 million and acquisition loans of $14.9 million
under the 1995 Credit Agreement.
Cash used by operating activities was $1.9 million for the six months ended
March 31, 1996 as compared to $2.5 million for the year earlier period. The
change in cash used for operations for the six months ended March 31, 1995 as
compared to the year earlier period is attributable primarily to the timing of
payments for inventory purchases and accrued liabilities.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
The Company's investing activities used cash totaling $11.1 million to
acquire businesses during the six months ended March 31, 1996, as compared to a
use of cash of $11.3 million to acquire businesses during the six months ended
March 31, 1995. In addition, the Company had capital expenditures of $994,000
and $722,000 in the six months ended March 31, 1996 and 1995, respectively.
Capital expenditures were primarily for refurbishment of distribution sites,
upgrades of computer systems and the replacement of delivery vehicles.
Management of the Company presently believes that cash flow from operations,
together with present sources of liquidity and borrowing capacity under its 1995
Credit Agreement, will be sufficient to support operations and general business
and liquidity requirements for the foreseeable future. The Company, in the
ordinary course of its business, regularly evaluates, and enters into
negotiations relating to, potential acquisition opportunities. To finance future
acquisitions, the Company expects to utilize its 1995 Credit Agreement, seller
financing and cash flow from operations. Depending on market conditions, the
Company may also incur additional indebtedness or issue equity securities. There
can be no assurance that such additional capital, if and when required, will be
available on terms acceptable to the Company, or at all.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Sequential
Description Page Number
----------- -----------
Exhibit 11.1 Computation of Net Income per
Common and Common
Equivalent Share. 11
(b) REPORTS ON FORM 8-K
None.
9
<PAGE> 10
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.
THOMPSON PBE, INC.
(Registrant)
Date: May 13, 1996 /s/ Charles E. Barrantes
----------------------------------------
Charles E. Barrantes
Executive Vice President and
Chief Financial Officer
/s/ Michael O'Donovan
----------------------------------------
Michael O'Donovan
Vice President and Corporate Controller
(Principal Accounting Officer)
10
<PAGE> 1
Exhibit 11.1
THOMPSON PBE, INC.
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-----------------------
1996 1995
---- ----
<S> <C> <C>
Common stock outstanding, beginning of period.................. 8,663,421 6,346,268
Issuance of common stock ...................................... - -
Conversion of convertible preferred stock...................... - -
Exercise of Heller stock warrant .............................. - -
---------- ---------
Common stock outstanding, end of period........................ 8,663,421 6,346,268
========== =========
PER SHARE DATA:
Weighted average shares outstanding during the period,
assuming exercise of options and warrants...................... 9,195,427 6,717,166
Shares assumed to be repurchased under the treasury stock
method at an assumed average fair market value per share of
$13.94 and $14.40 in 1996 and 1995, respectively............... (292,523) (107,055)
---------- ---------
Total shares used in computing Earnings Per Share data .......... 8,902,904 6,610,111
========== =========
Net income....................................................... $1,034,000 $1,578,00
========== =========
EARNINGS PER SHARE DATA:
Net income per common and common
equivalent share .............................................. $0.12 $0.24
</TABLE>
11
<PAGE> 2
Exhibit 11.1
THOMPSON PBE, INC.
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31
-----------------------
1996 1995
---- ----
<S> <C> <C>
Common stock outstanding, beginning of period...................... 6,391,946 2,908,063
Issuance of common stock in connection with
initial public offering ......................................... -- 2,450,000
Issuance of common stock in connection with secondary public offering 2,271,475 --
Conversion of convertible preferred stock.......................... -- 622,596
Exercise of Heller stock warrant................................... -- 365,609
---------- -----------
Common stock outstanding, end of period............................ 8,663,421 6,346,268
========== ===========
PER SHARE DATA:
Weighted average shares outstanding during the period,
assuming exercise of options and warrants........................ 9,147,457 6,079,184
Shares assumed to be repurchased under the treasury
stock method at an average fair market value per share of $15.25
and $12.59 in 1996 and 1995, respectively........................ (286,849) (148,366)
---------- -----------
Total shares used in computing Per Share data ..................... 8,860,608 5,930,818
========== ===========
Income before redemption of redeemable capital
stock and extraordinary item .................................... $1,901,000 $ 2,268,000
Redemption of redeemable stock..................................... -- (1,000,000)
Dividends accrued on preferred stock and
redeemable preferred stock....................................... -- (78,000)
---------- -----------
Income after redemption of redeemable stock, but before
income taxes and extraordinary item.............................. 1,901,000 1,190,000
Extraordinary item - early extinguishment of debt.................. -- (445,000)
---------- -----------
Net income after redemption of redeemable stock.................... $1,901,000 $ 745,000
========== ===========
Income per share before extraordinary item......................... $0.21 $0.20
Extraordinary item - early extinguishment of debt.................. -- $(0.08)
Net income per common and common share equivalent
after redemption of redeemable stock............................. $0.21 $0.13
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED CONDENSED BALANCE SHEET AND STATEMENT OF INCOME 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> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,534
<SECURITIES> 0
<RECEIVABLES> 17,297
<ALLOWANCES> (733)
<INVENTORY> 31,323
<CURRENT-ASSETS> 52,805
<PP&E> 11,111
<DEPRECIATION> 5,728
<TOTAL-ASSETS> 103,460
<CURRENT-LIABILITIES> 21,277
<BONDS> 30,270
0
0
<COMMON> 9
<OTHER-SE> 51,904
<TOTAL-LIABILITY-AND-EQUITY> 103,460
<SALES> 79,126
<TOTAL-REVENUES> 79,126
<CGS> 49,678
<TOTAL-COSTS> 49,678
<OTHER-EXPENSES> 25,312
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 886
<INCOME-PRETAX> 3,250
<INCOME-TAX> 1,349
<INCOME-CONTINUING> 1,901
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,901
<EPS-PRIMARY> $0.21
<EPS-DILUTED> 0
</TABLE>
