UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 30, 1998
-------------
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 0-27584
-------
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3107342
-------- ----------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
745 Atlantic Avenue, Boston, MA 02111
-------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
(617) 535-4766
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of August 7, 1998, there were 29,209,005 shares of the Registrant's Common
Stock, par value $0.01 per share, and no shares of the Registrant's Nonvoting
Common Stock, par value $0.01 per share, outstanding.
<PAGE>
IRON MOUNTAIN INCORPORATED
INDEX
<TABLE>
<CAPTION>
Page
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets at June 30, 1998 and
December 31, 1997 (Unaudited) 3
Condensed Consolidated Statements of Operations for the Three Months Ended
June 30, 1998 and 1997 (Unaudited) 4
Condensed Consolidated Statements of Operations for the Six Months Ended
June 30, 1998 and 1997 (Unaudited) 5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1998 and 1997 (Unaudited) 6
Notes to Condensed Consolidated Financial Statements (Unaudited) 7-10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations 11-17
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security-Holders 18-19
Item 6 - Exhibits and Reports on Form 8-K 19
Signatures 20
</TABLE>
2
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------------- -------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 14,589 $ 24,510
Accounts Receivable (less allowances
of $2,823 and $1,929, respectively) 68,296 40,545
Receivable from Insurance Company 6,254 5,410
Deferred Income Taxes 12,383 5,896
Prepaid Expenses and Other 6,511 5,566
--------- ---------
Total Current Assets 108,033 81,927
PROPERTY, PLANT AND EQUIPMENT:
Property, Plant and Equipment 293,956 245,174
Less: Accumulated Depreciation (73,788) (61,276)
--------- ---------
Net Property, Plant and Equipment 220,168 183,898
OTHER ASSETS:
Goodwill, net 509,436 340,852
Customer Acquisition Costs, net 8,136 7,319
Deferred Financing Costs, net 13,871 14,429
Other 7,388 8,361
--------- ---------
Total Other Assets 538,831 370,961
--------- ---------
Total Assets $ 867,032 $ 636,786
========= =========
CURRENT LIABILITIES:
Current Portion of Long-term Debt $ 2,085 $ 520
Notes Payable -- 3,000
Accounts Payable 10,852 11,022
Accrued Expenses and Other Current Liabilities 42,216 29,280
Deferred Income 21,521 11,931
--------- ---------
Total Current Liabilities 76,674 55,753
LONG-TERM DEBT, NET OF CURRENT PORTION 427,034 424,498
OTHER LONG-TERM LIABILITIES 5,475 5,336
DEFERRED RENT 8,874 8,202
DEFERRED INCOME TAXES 8,442 5,264
STOCKHOLDERS' EQUITY:
Common Stock 292 135
Additional Paid-in Capital 355,189 151,971
Accumulated Deficit (14,948) (14,373)
--------- --------
Total Stockholders' Equity 340,533 137,733
--------- ---------
Total Liabilities and Stockholders' Equity $ 867,032 $ 636,786
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
----------------------------------------
1998 1997
------------------ -----------------
<S> <C> <C>
REVENUES:
Storage $ 55,592 $ 27,987
Service and Storage Material Sales 47,471 18,598
--------- ---------
Total Revenues 103,063 46,585
OPERATING EXPENSES:
Cost of Sales (Excluding Depreciation) 53,664 24,108
Selling, General and Administrative 25,801 11,296
Depreciation and Amortization 12,122 6,243
--------- ---------
Total Operating Expenses 91,587 41,647
--------- ---------
OPERATING INCOME 11,476 4,938
INTEREST EXPENSE 10,897 5,940
OTHER INCOME 1,700 --
--------- ---------
Income (Loss) Before Provision (Credit) for Income Taxes 2,279 (1,002)
PROVISION (CREDIT) FOR INCOME TAXES 2,540 (33)
--------- ---------
Net Loss $ (261) $ (969)
========= =========
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.01) $ (0.06)
========= =========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 28,989 15,767
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------------------
1998 1997
------------------ -----------------
<S> <C> <C>
REVENUES:
Storage $ 108,540 $ 53,810
Service and Storage Material Sales 94,007 34,929
---------- -----------
Total Revenues 202,547 88,739
OPERATING EXPENSES:
Cost of Sales (Excluding Depreciation) 106,274 45,872
Selling, General and Administrative 50,219 21,503
Depreciation and Amortization 23,386 11,965
---------- -----------
Total Operating Expenses 179,879 79,340
---------- -----------
OPERATING INCOME 22,668 9,399
INTEREST EXPENSE 23,229 11,080
OTHER INCOME 1,700 --
---------- -----------
Income (Loss) Before Provision (Credit) for Income Taxes 1,139 (1,681)
PROVISION (CREDIT) FOR INCOME TAXES 1,714 (196)
---------- -----------
Net Loss $ (575) $ (1,485)
========== ==========
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.02) $ (0.10)
========== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 25,648 15,489
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------------------
1998 1997
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (575) $ (1,485)
Adjustments to Reconcile Net Loss to Cash
Flows Provided by Operating Activities:
Depreciation and Amortization 23,386 11,965
Amortization of Financing Costs 902 457
Provision for Doubtful Accounts 675 310
Deferred Income Taxes and Other 479 (1,297)
Changes in Assets and Liabilities (Exclusive of Acquisitions):
Accounts Receivable (3,403) (1,583)
Prepaid Expenses and Other Current Assets (392) (1,827)
Other Assets 1,017 180
Accounts Payable (4,408) 2,772
Accrued Expenses and Other Current Liabilities 1,982 (1,449)
Deferred Income (115) (1,729)
Deferred Rent 672 565
Other Long-term Liabilities 139 (8)
--------- ----------
Cash Flows Provided by Operating Activities 20,359 6,871
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash Paid for Acquisitions (137,525) (52,774)
Capital Expenditures (22,193) (12,958)
Additions to Customer Acquisition Costs (1,174) (282)
--------- ----------
Cash Flows Used in Investing Activities (160,892) (66,014)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Debt (112,359) (5,829)
Proceeds from Borrowings 108,800 62,400
Financing Costs (344) (174)
Net Proceeds from Equity Offering 132,906 --
Proceeds from Exercise of Stock Options 2,482 44
Stock Issuance Costs (873) (166)
--------- ----------
Cash Flows Provided by Financing Activities 130,612 56,275
--------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (9,921) (2,868)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,510 3,453
--------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,589 $ 585
========= ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
6
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands except Per Share Data)
(Unaudited)
(1) GENERAL
The interim condensed consolidated financial statements presented herein have
been prepared by Iron Mountain Incorporated ("Iron Mountain" or the "Company")
without audit and, in the opinion of management, reflect all adjustments of a
normal recurring nature necessary for a fair presentation. Interim results are
not necessarily indicative of results for a full year.
The condensed consolidated balance sheet presented as of December 31, 1997, has
been derived from the consolidated financial statements that have been audited
by the Company's independent public accountants. The unaudited condensed
consolidated financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the annual financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to those rules and regulations, but the Company believes that
the disclosures are adequate to make the information presented not misleading.
The condensed consolidated financial statements and notes included herein should
be read in conjunction with the consolidated financial statements and notes
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1997.
On June 30, 1998, the Company's Board of Directors authorized and approved a
three-for-two stock split effected in the form of a dividend on the Company's
Common Stock. Such additional shares of Common Stock were issued on July 31,
1998 to all stockholders of record as of the close of business on July 17, 1998.
All share and per share amounts in the accompanying financial statements and
Notes thereto have been restated to reflect the stock split.
(2) ACQUISITIONS
During the six months ended June 30, 1998, the Company purchased substantially
all of the assets, and assumed certain liabilities, of five records management
businesses and, through mergers, acquired all of the outstanding capital stock
of Arcus Group, Inc. ("Arcus"), a leading provider of off-site data security and
a provider of information technology staffing services, and InterMation, Inc.
("InterMation" and collectively, the "1998 Acquisitions").
Each of the 1998 Acquisitions and all 18 of the records management businesses
acquired during 1997 (the "1997 Acquisitions"), were accounted for using the
purchase method of accounting, and accordingly, the results of operations for
each acquisition have been included in the consolidated results of the Company
from their respective acquisition dates. In connection with certain 1998 and
1997 acquisitions, related real estate was also purchased.
The aggregate purchase price for the 1998 Acquisitions exceeded the underlying
fair value of the net assets acquired by $177,972 which has been assigned to
goodwill and is being amortized over 25 to 30 years. The purchase price
allocations are preliminary and subject to adjustment. To finance the 1998
Acquisitions, the Company issued 2,646 shares of its Common Stock, par value
$.01 per share (the "Common Stock"), issued options to purchase approximately
900 shares of Common Stock and paid $137,525 in cash. The cash portion of the
purchase price was funded with a portion of the net proceeds from the sale of
the 1997 Notes and the Equity Offering, each as defined herein, and borrowings
under the Company's revolving credit facility.
7
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands except Per Share Data)
(Unaudited)
(Continued)
A summary of the total consideration and the preliminary allocation of the
aggregate purchase price of the 1998 Acquisitions, as of the acquisition dates,
is as follows:
<TABLE>
<CAPTION>
<S> <C>
Cash Paid $ 137,525
Fair Value of Common Stock Issued 51,447
Fair Value of Options Issued 15,655
---------
Total Consideration 204,627
Fair Value of Assets Acquired During 1998 53,405
Liabilities Assumed (26,750)
---------
Fair Value of Net Assets
Acquired 26,655
---------
Recorded Goodwill $ 177,972
=========
</TABLE>
The following unaudited pro forma combined information shows the results of the
Company's operations for the six months ended June 30, 1998 and the year ended
December 31, 1997 as though each of the 1998 and 1997 acquisitions had occurred
as of the beginning of the respective period:
<TABLE>
<CAPTION>
Six Months Year
Ended Ended
June 30, December 31,
1998 1997
------------------ ---------------------
<S> <C> <C>
Revenues $ 205,416 $ 374,758
Net Loss (938) (4,658)
Net Loss Per Share- Basic and Diluted (0.04) (0.17)
</TABLE>
The pro forma results have been prepared for comparative purposes only and are
not necessarily indicative of the actual results of operations had the
acquisitions taken place as of the beginning of each period or the results that
may occur in the future. Furthermore, the pro forma results do not give effect
to all cost savings or incremental costs which may occur as a result of the
integration and consolidation of the businesses. Certain 1997 Acquisitions,
representing annual revenues of approximately $2,800, were not included in the
pro forma results, as their effect was immaterial.
8
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands except Per Share Data)
(Unaudited)
(Continued)
(3) LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
--------------- ------------------
<S> <C> <C> <C>
8-3/4% Senior Subordinated Notes (the "1997 Notes") $ 249,545 $ 249,525
10-1/8% Senior Subordinated Notes (the "1996 Notes") 165,000 165,000
Revolving Credit Facility -- --
Real Estate Mortgages 10,123 10,312
Other 4,451 181
--------- ---------
Total Long-term Debt 429,119 425,018
Less: Current Portion (2,085) (520)
--------- ---------
Long-term Debt, Net of Current Portion $ 427,034 $ 424,498
========= ==========
</TABLE>
The 1996 Notes and 1997 Notes are fully and unconditionally guaranteed, on a
joint and several basis, on a senior subordinated basis, by substantially all of
the Company's direct and indirect subsidiaries (the "Subsidiary Guarantors").
The Company is a holding company, substantially all of the assets of which are
the Subsidiary Guarantors, and substantially all of the operations of which are
conducted by the Subsidiary Guarantors. Accordingly, the aggregate assets,
liabilities, earnings and equity of the Subsidiary Guarantors are substantially
equivalent to the assets, liabilities, earnings and equity of the Company on a
consolidated basis. Management of the Company believes that separate financial
statements of, and other disclosures with respect to, the Subsidiary Guarantors
are not meaningful or material to investors.
(4) COMMON STOCK
On April 3, 1998 the Company issued and sold an aggregate of 6,038 shares
(including 788 shares to cover over-allotments) of its Common Stock in an
underwritten public offering (the "Equity Offering"). Net proceeds to the
Company after deducting underwriters' discounts and commissions were $132.9
million and were used to repay outstanding bank debt, to fund the cash portion
of the purchase price of the acquisitions completed in the second quarter of
1998 and for general corporate purposes.
On June 30, 1998, the Company's Board of Directors authorized and approved a
three-for-two stock split effected in the form of a dividend on the Company's
Common Stock. Such additional shares of Common Stock were issued on July 31,
1998 to all stockholders of record as of the close of business on July 17, 1998.
All share and per share amounts in the accompanying financial statements and
Notes thereto have been restated to reflect the stock split.
(5) OTHER INCOME
In June 1998, the Company settled several insurance claims, including a
significant claim under its business interruption insurance policy, related to
the March 1997 fires at its South Brunswick Township, New Jersey
9
<PAGE>
IRON MOUNTAIN INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands except Per Share Data)
(Unaudited)
(Continued)
facilities. Other income for the three and six month periods ended June 30, 1998
is comprised of a $1,700 gain related to this settlement.
(6) EARNINGS PER SHARE
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 128,
basic net loss per common share is calculated by dividing net loss by the
weighted average number of common shares outstanding. The calculation of diluted
net loss per share is consistent with that of basic net loss per share but gives
effect to all dilutive potential common shares (that is, securities such as
options, warrants or convertible securities) that were outstanding during the
period, unless the effect is antidilutive. For the three and six month periods
ended June 30, 1998 and 1997, 2,242 and 1,340 potential common shares,
respectively, have been excluded from the calculation of diluted net loss per
share, as their effects are antidilutive.
(7) ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes new standards regarding accounting and reporting requirements for
derivative instruments and hedging activities. The new standard is effective for
fiscal years beginning after June 15, 1999. The Company is presently studying
the effect of the new pronouncement and, as required, expects to adopt SFAS No.
133 beginning January 1, 2000. As of June 30, 1998, the Company did not own any
derivative instruments.
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"). SOP 98-5 requires the costs of start-up activities, including
organization costs, to be expensed as incurred. The Company is presently
studying the effect of the new pronouncement and, as required, expects to adopt
SOP 98-5 beginning January 1, 1999.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 requires computer
software costs associated with internal use software to be expensed as incurred
until certain capitalization criteria are met. SOP 98-1 also defines which types
of costs should be capitalized and which should be expensed. The Company is
presently studying the effect of the new pronouncement and, as required, expects
to adopt SOP 98-1 prospectively beginning January 1, 1999. Simultaneously, the
Company is also reviewing the estimated useful lives of its software for
internal use and may revise its lives in connection with the adoption of SOP
98-1.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." The new
standard establishes new guidelines regarding the disclosure requirements for
business segments. The Company is required to adopt the new standard in its 1998
year-end financial statements.
(8) SUBSEQUENT EVENTS
Through August 11, 1998, the Company acquired five additional records management
businesses and certain related real estate for aggregate consideration of
approximately $36,600 in transactions that were accounted for as purchases.
10
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company's financial condition and
results of operations for the three and six month periods ended June 30, 1998
and 1997 should be read in conjunction with the consolidated financial
statements and footnotes for the three and six month periods ended June 30, 1998
included herein, and the year ended December 31, 1997, included in the Company's
Annual Report on Form 10-K.
Overview
The Company's consolidated revenues increased $56.5 million, or 121.2%, to
$103.1 million for the second quarter of 1998 from $46.6 million for the second
quarter of 1997. Included in consolidated revenues for the second quarter of
1998 is $93.5 million attributable to the Company's records and information
management services ("RIMS") business and $9.6 million attributable to the
Company's information technology staffing services business ("IT Staffing").
Internal revenue growth, adjusted for the effect of the March 1997 fires at the
Company's South Brunswick Township, New Jersey facilities ("Adjusted Internal
Revenue Growth"), was 12.9% for the three month period ended June 30, 1998
compared with the same period in 1997.
For the six months ended June 30, 1998, the Company's consolidated revenues were
$202.5 million compared to $88.7 million for the same period last year, an
increase of 128.3%. Included in consolidated revenues for the first six months
of 1998 is $182.5 million attributable to the Company's RIMS business and $20.0
million attributable to the Company's IT Staffing business. Adjusted Internal
Revenue Growth was 13.1% for the six month period ended June 30, 1998 compared
with the same period in 1997.
In June 1998, the Company settled several insurance claims, including a
significant claim under its business interruption insurance policy, related to
the March 1997 fires at its South Brunswick Township, New Jersey facilities.
Other income for the three and six month periods ended June 30, 1998 is
comprised of a $1.7 million gain related to this settlement. The calculation of
earnings before interest, taxes, depreciation, amortization and extraordinary
items ("EBITDA") will not include this gain.
In June, 1998, the Company's Board of Directors authorized and approved a
three-for-two stock split effected in the form of a dividend on the Company's
Common Stock. Such additional shares of Common Stock were issued on July 31,
1998 to all stockholders of record as of the close of business on July 17, 1998.
Except as otherwise noted, all share and per share amounts included herein have
been restated to reflect the stock split.
In April 1998, the Company issued and sold an aggregate of approximately 6.0
million shares of its Common Stock in an underwritten public offering. Net
proceeds to the Company after deducting underwriters' discounts and commissions
were $132.9 million and were used to repay outstanding bank debt, to fund the
cash portion of the purchase price of the acquisitions completed in the second
quarter of 1998 and for general corporate purposes.
11
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Results of Operations
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997
Consolidated storage revenues increased $27.6 million, or 98.6%, to $55.6
million for the second quarter of 1998 from $28.0 million for the second quarter
of 1997, primarily due to acquisitions. Adjusted Internal Revenue Growth was
11.5%. The internal storage revenue growth resulted primarily from net increases
in records and other media stored by existing customers and from sales to new
customers. The RIMS business accounted for all $55.6 million and $28.0 million
of storage revenues for second quarter of 1998 and 1997, respectively.
Consolidated service and storage material sales revenues increased $28.9
million, or 155.2%, to $47.5 million for the second quarter of 1998 from $18.6
million for the second quarter of 1997, primarily due to acquisitions. Adjusted
Internal Revenue Growth was 14.3%. The internal revenue growth resulted from
increases in service and storage material sales to existing customers and the
addition of new customer accounts. Included within the $28.9 million increase is
$9.6 million attributable to the IT Staffing business. Service and storage
material sales revenues for the Company's RIMS business increased $19.3 million,
or 103.6%, to $37.9 million from $18.6 million for the second quarter of 1997.
The greater percentage increase in service and storage material sales revenues,
as compared to storage revenues, for the second quarter of 1998 over the same
period in 1997, is primarily attributable to certain acquisitions that have a
higher component of service and storage material sales revenues, compared to
storage revenues, than the rest of the Company.
For the reasons discussed above, total consolidated revenues increased $56.5
million, or 121.2%, to $103.1 million for the second quarter of 1998 from $46.6
million for the same period last year. Total revenues for the RIMS business
increased $46.9 million, or 100.6%, to $93.5 million for the second quarter of
1998 from $46.6 million for the second quarter of 1997. Internal revenue growth,
on an adjusted basis, was 12.9%.
Consolidated cost of sales (excluding depreciation) increased $29.6 million, or
122.6%, to $53.7 million (52.1% of consolidated revenues) for the second quarter
of 1998 from $24.1 million (51.8% of consolidated revenues) for the second
quarter of 1997. The dollar increase was primarily attributable to the increase
in records and other media stored, expenses related to certain facility
relocations and costs associated with the Company's new IT Staffing business.
The increase as a percentage of consolidated revenues was primarily attributable
to the IT Staffing business having a lower gross margin than the rest of the
Company. Cost of sales (excluding depreciation) for the Company's RIMS business
increased $22.7 million, or 93.9%, to $46.8 million (50.0% of RIMS revenues) for
the second quarter of 1998 from $24.1 million (51.8% of RIMS revenues) for the
same period last year. The decrease as a percentage of revenues was primarily
attributable to: (i) the January 1998 acquisition of the Arcus data security
business and the September 1997 acquisition of a software escrow business having
higher gross margins than the rest of the Company; and (ii) the consolidation of
real estate associated with certain acquisitions. The IT Staffing business
reported cost of sales (excluding depreciation) of $6.9 million (72.0% of IT
Staffing revenues).
Consolidated selling, general and administrative expenses increased $14.5
million, or 128.4%, to $25.8 million (25.0% of consolidated revenues) for the
second quarter of 1998 from $11.3 million (24.3% of consolidated revenues) for
the second quarter of 1997. The increase was primarily attributable to: (i) the
addition of overhead attributable to the Arcus acquisition; (ii) additional
salespeople, primarily related to the acquisitions of Arcus and Safesite Records
Management Corporation and the decision by the Company to significantly increase
its selling resources; and (iii) recruiting, relocation and training expenses
associated
12
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
with acquisition integration. Selling, general and administrative expenses for
the RIMS business increased $12.3 million, or 109.3%, to $23.6 million (25.3% of
RIMS revenues) for the second quarter of 1998 from $11.3 million (24.3% of RIMS
revenues) for the second quarter of 1997. The IT Staffing business reported
selling, general and administrative expenses of $2.2 million (22.5% of IT
Staffing revenues).
Consolidated depreciation and amortization expense increased $5.9 million, or
94.2%, to $12.1 million (11.8% of consolidated revenues) for the second quarter
of 1998 from $6.2 million (13.4% of consolidated revenues) for the second
quarter of 1997. The dollar increase was primarily attributable to the
additional depreciation and amortization expense related to the aforementioned
acquisitions, and capital expenditures including racking systems, information
systems and improvements to existing facilities. Depreciation and amortization
expense for the RIMS business increased $5.7 million, or 90.7%, to $11.9 million
(12.7% of RIMS revenues) for the second quarter of 1997. The IT Staffing
business reported depreciation and amortization expenses of $0.2 million (2.3%
of IT Staffing revenues).
As a result of the foregoing factors, consolidated operating income increased
$6.5 million, or 132.4%, to $11.5 million (11.1% of consolidated revenues) for
the second quarter of 1998 from $4.9 million (10.6% of consolidated revenues)
for the second quarter of 1997.
Consolidated interest expense increased $5.0 million, or 83.5%, to $10.9 million
for the second quarter of 1998 from $5.9 million for the second quarter of 1997.
The increase was primarily attributable to increased indebtedness related to the
financing of acquisitions and capital expenditures. Such increase was partially
offset by lower effective interest rates for the second quarter of 1998 compared
to the same period in 1997. Consolidated other income for the second quarter of
1998 is comprised of a $1.7 million gain resulting from the settlement of
several insurance claims, including a significant claim under its business
interruption insurance policy, related to the March 1997 fires at the Company's
South Brunswick Township, New Jersey facilities.
As a result of the foregoing factors, consolidated income (loss) before
provision (credit) for income taxes increased $3.3 million to income of $2.3
million (2.2% of consolidated revenues) for the second quarter of 1998 from a
loss of $1.0 million (2.2% of consolidated revenues) for the second quarter of
1997. The provision for income taxes was $2.5 million for the second quarter of
1998 compared to a credit of less than $0.1 million for the second quarter of
1997. The Company's effective tax rate is higher than statutory rates primarily
due to the amortization of the nondeductible portion of goodwill associated with
certain acquisitions (the tax laws generally permit deduction of such expenses
for asset purchases, but not for acquisitions of stock). In connection with the
acquisitions closed in the second quarter of 1998, the Company recorded
approximately $25.4 million in nondeductible goodwill.
Consolidated net loss decreased $0.7 million to a net loss of $0.3 million (0.3%
of consolidated revenues) for the second quarter of 1998 from a consolidated net
loss of $1.0 million (2.1% of consolidate revenues) for the second quarter of
1997.
As a result of the foregoing factors, consolidated EBITDA increased $12.4
million, or 111.1%, to $23.6 million (22.9% of consolidated revenues) for the
second quarter of 1998 from $11.2 million (24.0% of consolidated revenues) for
the second quarter of 1997. EBITDA for the RIMS business increased $11.9
million, or 106.3%, to $23.1 million (24.7% of RIMS revenues) for the second
quarter of 1998 from $11.2 million (24.0% of RIMS revenues) for the second
quarter of 1997. EBITDA for the IT Staffing business was $0.5 million (5.5% of
IT Staffing revenues) for the second quarter of 1998.
13
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Consolidated storage revenues increased $54.7 million, or 101.7%, to $108.5
million for the first six months of 1998 from $53.8 million for the first six
months of 1997, primarily due to acquisitions. Adjusted Internal Revenue Growth
was 11.6%. The internal storage revenue growth resulted primarily from net
increases in records and other media stored by existing customers and from sales
to new customers. The RIMS business accounted for all $108.5 million and $53.8
million of storage revenues for the first six months of 1998 and 1997,
respectively.
Consolidated service and storage material sales revenues increased $59.1
million, or 169.1%, to $94.0 million for the first six months of 1998 from $34.9
million for the first six months of 1997, primarily due to acquisitions.
Adjusted Internal Revenue Growth was 15.5%. The internal revenue growth resulted
from increases in service and storage material sales to existing customers and
the addition of new customer accounts. Included within the $59.1 million
increase is $20.0 million attributable to the IT Staffing business. Service and
storage material sales revenues for the Company's RIMS business increased $39.1
million, or 111.8%, to $74.0 million from $34.9 million for the first six months
of 1997. The greater percentage increase in service and storage material sales
revenues, as compared to storage revenues, for the first six months of 1998 over
the same period in 1997, is primarily attributable to certain acquisitions that
have a higher component of service and storage material sales revenues, compared
to storage revenues, than the rest of the Company.
For the reasons discussed above, total consolidated revenues increased $113.8
million, or 128.3%, to $202.5 million for the first six months of 1998 from
$88.7 million for the same period last year. Total revenues for the RIMS
business increased $93.8 million, or 105.7%, to $182.5 million for the first six
months of 1998 from $88.7 million for the first six months of 1997. Internal
revenue growth, on an adjusted basis, was 13.1%.
Consolidated cost of sales (excluding depreciation) increased $60.4 million, or
131.7%, to $106.3 million (52.5% of consolidated revenues) for the first six
months of 1998 from $45.9 million (51.7% of consolidated revenues) for the first
six months of 1997. The dollar increase was primarily attributable to the
increase in records and other media stored, expenses related to certain facility
relocations and costs associated with the Company's new IT Staffing business.
The increase as a percentage of consolidated revenues was primarily attributable
to the IT Staffing business having a lower gross margin than the rest of the
Company. Cost of sales (excluding depreciation) for the Company's RIMS business
increased $45.8 million, or 99.8%, to $91.7 million (50.2% of RIMS revenues) for
the first six months of 1998 from $45.9 million (51.7% of RIMS revenues) for the
same period last year. The decrease as a percentage of revenues was primarily
attributable to: (i) certain data security acquisitions, including Arcus and a
software escrow business, acquired in the third quarter of 1997, having a higher
gross margin than the rest of the Company; and (ii) the consolidation of real
estate associated with certain acquisitions. The IT Staffing business reported
cost of sales (excluding depreciation) of $14.6 million (72.9% of IT Staffing
revenues).
Consolidated selling, general and administrative expenses increased $28.7
million, or 133.5%, to $50.2 million (24.8% of consolidated revenues) for the
first six months of 1998 from $21.5 million (24.2% of consolidated revenues) for
the first six months of 1997. The dollar increase was primarily attributable to:
(i) the addition of overhead attributable to the Arcus acquisition; (ii)
additional salespeople, primarily related to the acquisitions of Arcus and
Safesite Records Management Corporation and the decision by the Company to
significantly increase its selling resources; (iii) increased personnel, office
and overhead costs to support the Company's growth; and (iv) recruiting,
relocation and training expenses associated with acquisition
14
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
integration. Selling, general and administrative expenses for the RIMS business
increased $24.5 million, or 113.9%, to $46.0 million (25.2% of RIMS revenues)
for the first six months of 1998 from $21.5 million (24.2% of RIMS revenues) for
the first six months of 1997. The IT Staffing business reported selling, general
and administrative expenses of $4.2 million (21.9% of IT Staffing revenues).
Consolidated depreciation and amortization expense increased $11.4 million, or
95.5%, to $23.4 million (11.5% of consolidated revenues) for the first six
months of 1998 from $12.0 million (13.5% of consolidated revenues) for the first
six months of 1997. The dollar increase was primarily attributable to the
additional depreciation and amortization expense related to the aforementioned
acquisitions, and capital expenditures including racking systems, information
systems and improvements to existing facilities. Depreciation and amortization
expense for the RIMS business increased $11.0 million, or 91.9%, to $23.0
million (12.6% of RIMS revenues) for the first six months of 1998 from $12.0
million (13.5% of RIMS revenues) for the first six months of 1997. The IT
Staffing business reported depreciation and amortization expenses of $0.4
million (2.1% of IT Staffing revenues).
As a result of the foregoing factors, consolidated operating income increased
$13.3 million, or 141.2%, to $22.7 million (11.2% of consolidated revenues) for
the first six months of 1998 from $9.4 million (10.6% of consolidated revenues)
for the first six months of 1997.
Consolidated interest expense increased $12.1 million, or 109.6%, to $23.2
million for the first six months of 1998 from $11.1 million for the first six
months of 1997. The increase was primarily attributable to increased
indebtedness related to the financing of acquisitions and capital expenditures.
Such increase was partially offset by lower effective interest rates for the
first six months of 1998 compared to the same period in 1997. Consolidated other
income for the first six months of 1998 is comprised of a $1.7 million gain
resulting from the settlement of several insurance claims, including a
significant claim under its business interruption insurance policy, related to
the March 1997 fires at the Company's South Brunswick Township, New Jersey
facilities.
As a result of the foregoing factors, consolidated income (loss) before the
provision (credit) for income taxes increased $2.8 million to income of $1.1
million (0.6% of consolidated revenues) for the first six months of 1998 from a
loss of $1.7 million (1.9% of consolidated revenues) for the first six months of
1997. The provision for income taxes was $1.7 million for the first six months
of 1998 compared to a credit of $0.2 million for the first six months of 1997.
The Company's effective tax rate is higher than statutory rates primarily due to
the amortization of the nondeductible portion of goodwill associated with
certain acquisitions (the tax laws generally permit deduction of such expenses
for asset purchases, but not for acquisitions of stock). In connection with the
1998 Acquisitions, the Company recorded approximately $109.5 million in
nondeductible goodwill.
Consolidated net loss decreased $0.9 million to a net loss of $0.6 million (0.3%
of consolidated revenues) for the first six months of 1998 from a consolidated
net loss of $1.5 million (1.7% of consolidate revenues) for the first six months
of 1997.
As a result of the foregoing factors, consolidated EBITDA increased $24.7
million, or 115.6%, to $46.1 million (22.7% of consolidated revenues) for the
first six months of 1998 from $21.4 million (24.1% of consolidated revenues) for
the first six months of 1997. EBITDA for the RIMS business increased $23.4
million, or 109.9%, to $44.8 million (24.6% of RIMS revenues) for the first six
months of 1998 from $21.4 million (24.1% of RIMS revenues) for the first six
months of 1997. EBITDA for the IT Staffing business
15
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
was $1.2 million (6.0% of IT Staffing revenues) for the first six months of
1998.
Liquidity and Capital Resources
As the Company has sought to increase its EBITDA, it has made significant
capital investments, consisting primarily of: (i) acquisitions; (ii) capital
expenditures, primarily related to growth (including investments in real estate,
racking systems, information systems and improvements to existing facilities);
and (iii) customer acquisition costs. Cash paid for these investments during the
first six months of 1998 amounted to $137.5 million, $22.2 million and $1.2
million, respectively. These investments have been primarily funded through cash
flows from operations, borrowings under the Company's revolving credit facility,
a portion of the net proceeds from the sale of the 1997 Notes and a portion of
the net proceeds from the Equity Offering.
Net cash provided by operations was $20.4 million for the first six months of
1998 compared to $6.9 million for the same period in 1997. The increase resulted
from the $24.7 million increase in EBITDA, which was partially offset by an $3.4
million increase in trade accounts receivable related to increased revenues, a
$4.4 million decrease in accounts payable and other changes in assets and
liability accounts.
Net cash provided by financing activities was $130.6 million for the six months
ended June 30, 1998, consisting primarily of the net proceeds from the Equity
Offering of $132.9 million.
In April 1998, the Company issued and sold an aggregate of approximately 6.0
million shares (including approximately 0.8 million shares to cover
over-allotments) of its Common Stock in an underwritten public offering. Net
proceeds to the Company after deducting underwriters' discounts and commissions
were $132.9 million and were used to repay outstanding bank debt, to fund the
cash portion of the purchase price of the acquisitions completed in the second
quarter of 1998 and for general corporate purposes.
In January 1998, the Company issued 2.2 million shares of its Common Stock with
a fair value of $39.4 million in connection with the acquisition of Arcus.
Options to acquire approximately 0.9 million shares of Common Stock, valued at
$15.7 million, were also issued in connection with the Arcus acquisition. In
April 1998, the Company issued approximately 0.5 million shares of Common Stock,
valued at $12.0 million, as a portion of the purchase price for the InterMation
acquisition.
The Company is addressing the Year 2000 problem, which concerns the inability of
systems, primarily computer software programs, to properly recognize and process
date sensitive information relating to the year 2000 and beyond. Due to the long
term nature of records stored at the Company's facilities and the need to
schedule destructions of records years in the future, the Company's proprietary
inventory control and billing systems are already Year 2000 compliant. The
Company currently utilizes certain other software (including its accounting
software) that is not Year 2000 compliant. The Company, in the ordinary course
of business, has for several years had several information system improvement
initiatives underway. These initiatives include conversion of acquired
businesses to the Company's inventory control systems and the installation of
new accounting software. Management believes that such initiatives will
adequately address the Year 2000 problem, although there can be no assurance in
this regard.
Costs related to new information systems are capitalized and amortized over
their useful lives. Management does not believe that the other costs associated
with addressing the Year 2000 problem will be material. The Company will
continue to address the Year 2000 issue in connection with its future
acquisitions. The ability
16
<PAGE>
IRON MOUNTAIN INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
of third parties with whom the Company transacts business to adequately address
their Year 2000 issues is outside of the Company's control. Failure of such
third parties or the Company to adequately address their respective Year 2000
issues could have a material adverse effect on the Company's financial condition
or results of operations.
17
<PAGE>
IRON MOUNTAIN INCORPORATED
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security-Holders
The following matters were voted on by the Company's stockholders at its Annual
Meeting of Stockholders held on May 28, 1998. The number of votes indicated
below for each item have not been restated to reflect the Company's
three-for-two stock split.
Item 1: Election of Class C Directors - Election of three (3) Class C directors
to serve until the Company's Year 2001 Annual Meeting of Stockholders,
or until their successors are elected and qualified.
<TABLE>
<CAPTION>
Total Vote For Total Vote Withheld
Each Director From Each Director
-------------- -------------------
<S> <C> <C>
Eugene B. Doggett 12,238,347 50,216
Constantin R. Boden 12,238,347 50,216
Clarke H. Bailey 12,238,347 50,216
</TABLE>
The following directors' terms continued after the 1997 Annual Meeting: C.
Richard Reese, David S. Wendell, Vincent J. Ryan, Arthur D. Little, B. Thomas
Golisano and Kent P. Dauten.
Item 2: Employee Stock Purchase Plan - Adoption of the Iron Mountain
Incorporated 1998 Employee Stock Purchase Plan.
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
-------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
10,970,988 126,333 19,103 1,172,289
</TABLE>
Item 3: Increase the Authorized Shares of Common Stock for Issuance Under the
1995 Stock Incentive Plan - Amendment to the Company's 1995 Stock
Incentive Plan to increase the number of shares of Common Stock
authorized for issuance thereunder from 1,400,000 to 2,000,000. Giving
effect to the three-for-two stock split, the number of shares of Common
Stock authorized for issuance thereunder will increase from 2,100,000 to
3,000,000.
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
10,918,534 174,047 23,843 1,172,289
</TABLE>
18
<PAGE>
IRON MOUNTAIN INCORPORATED
Item 4: Increase the Number of Shares of Common Stock with Respect to Which
Options and Other Rights May be Granted to Any Single Employee -
Amendment to the Company's 1995 Stock Incentive Plan to increase the
number of shares of Common Stock with respect to which options and
other rights may be granted to any single employee from 250,000 to
300,000. Giving effect to the three-for-two stock split, the number of
shares of Common Stock with respect to which options and other rights
may be granted to any single employee will increase from 375,000 to
450,000.
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
-------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
10,863,950 220,468 32,006 1,172,289
</TABLE>
Item 5: Ratification of Selection of Independent Public Accountants -
Ratification of the selection by the Board of Directors of the firm of
Arthur Andersen LLP as the Company's independent public accountants for
the current year.
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
-------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
12,271,188 860 16,665 --
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
(a) Exhibit Description
------- -------------------------------------------
<S> <C>
27.1 Financial Data Schedule for the Six Months Ended June 30, 1998
27.2 Financial Data Schedule for the Six Months Ended June 30, 1997 (Restated)
</TABLE>
(b) Reports on Form 8-K
On April 7, 1998, the Company filed an amendment to the Current Report
on Form 8-K dated February 18, 1998, pertaining to the consummation of
the acquisition of Sloan Vaults Incorporated (the "Vault"). At the time
of the original filing the Vault was deemed to be a "significant"
acquisition under Rules 1-02(w) and 3-05 of Form 8-K and the Company
indicated that the required financial statements would be filed by
amendment on or before April 19, 1998. On March 9, 1998, the Company
filed a Form 8-K that included, among other things, the Company's
audited financial statements for the year ended December 31, 1997. Based
on the Company's 1997 results, the Vault acquisition was no longer
deemed "significant" and accordingly, the Company was no longer required
to file the financial statements specified under Item 7 (a) of Form 8-K.
On April 21, 1998, the Company filed a Current Report on Form 8-K
pertaining to the issuance and sale of 6.0 million shares of its Common
Stock in an underwritten public offering and the consummation of the
acquisition of InterMation.
19
<PAGE>
IRON MOUNTAIN INCORPORATED
SIGNATURE
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.
IRON MOUNTAIN INCORPORATED
August 12, 1998 By: /s/ Jean A. Bua
--------------- ---------------------------------------
(date) Jean A. Bua
Vice President and Corporate Controller
(Principal Accounting Officer)
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION Extracted from the
unaudited condensed consolidated Balance Sheet at June 30, 1998, and the
unaudited condensed consolidated Statement of Operations for the six months
then ended and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0001004317
<NAME> IRON MOUNTAIN INCORPORATED
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1.000
<CASH> 14,589
<SECURITIES> 0
<RECEIVABLES> 71,119
<ALLOWANCES> (2,823)
<INVENTORY> 0
<CURRENT-ASSETS> 108,033
<PP&E> 293,956
<DEPRECIATION> (73,788)
<TOTAL-ASSETS> 867,032
<CURRENT-LIABILITIES> 76,674
<BONDS> 429,119
0
0
<COMMON> 292
<OTHER-SE> 340,241
<TOTAL-LIABILITY-AND-EQUITY> 867,032
<SALES> 202,547
<TOTAL-REVENUES> 202,547
<CGS> 106,274
<TOTAL-COSTS> 179,879
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,229
<INCOME-PRETAX> 1,139
<INCOME-TAX> 1,714
<INCOME-CONTINUING> (575)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (575)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION Extracted from the
unaudited condensed consolidated Balance Sheet at June 30, 1997, and the
unaudited condensed consolidated Statement of Operations for the six months
then ended and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<RESTATED>
<CIK> 0001004317
<NAME> IRON MOUNTAIN INCORPORATED
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1.000
<CASH> 585
<SECURITIES> 0
<RECEIVABLES> 30,700
<ALLOWANCES> (1,098)
<INVENTORY> 0
<CURRENT-ASSETS> 39,525
<PP&E> 193,428
<DEPRECIATION> (53,032)
<TOTAL-ASSETS> 395,647
<CURRENT-LIABILITIES> 32,156
<BONDS> 241,967
0
0
<COMMON> 119
<OTHER-SE> 114,303
<TOTAL-LIABILITY-AND-EQUITY> 395,647
<SALES> 88,739
<TOTAL-REVENUES> 88,739
<CGS> 45,172
<TOTAL-COSTS> 79,340
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,080
<INCOME-PRETAX> (1,681)
<INCOME-TAX> (196)
<INCOME-CONTINUING> (1,485)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,485)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
