FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d) of
The Securities and Exchange Act of 1934
QUARTER ENDED October 12, 1996 COMMISSION FILE NO. 33-80833
JITNEY-JUNGLE STORES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
STATE OF INCORPORATION I.R.S. EMPLOYER I.D. NO.
Mississippi 64-0280539
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE 1770
Ellis Avenue, Suite 200, Jackson, MS 39204
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE
601-965-8600
The number of shares of Registrant's Common Stock, par value one cent ($.01) per
share, outstanding at October 12, 1996, was 425,000.
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, and (2) has been subject to such filing
requirements for the past 90 days. YES (X) NO
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
October 12, 1996 (Unaudited) and April 27, 1996 2
Condensed Consolidated Statements of Operations
Twenty-four (24) and Twelve (12) Week Periods Ended
October 12, 1996 (Unaudited) and
Twenty-four (24) and Twelve (12) Week Periods Ended
October 14, 1995 (Unaudited) 3
Condensed Consolidated Statements of Changes in
Stockholders' Deficit Twenty-four (24) Week
Periods Ended October 12, 1996 (Unaudited) and
October 14, 1995 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows
Twenty-four (24) Week Periods Ended October 12, 1996
(Unaudited) and October 14, 1995 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements
October 12, 1996 (Unaudited) and
October 14, 1995 (Unaudited) 6 - 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8 - 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Change in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I. ITEM 1. FINANCIAL STATEMENTS
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands) October 12, April 27,
1996 1996
(Unaudited)
ASSETS ----------- -----------
Current assets:
Cash and cash equivalents $ 7,744 $ 5,676
Short-term investments 337
Receivables 6,519 4,892
Inventories at LIFO 82,231 77,445
Prepaid expenses and other 4,622 6,783
Deferred income taxes 377 376
---------- ----------
Total current assets 101,493 95,509
---------- ----------
PROPERTY AND EQUIPMENT - net 174,535 173,787
---------- ----------
OTHER ASSETS - net 9,016 9,707
---------- ----------
TOTAL ASSETS $ 285,044 $ 279,003
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 50,504 $ 44,118
Accrued expenses 24,520 19,055
Current portion of capitalized leases 4,260 4,259
---------- ----------
Total current liabilities 79,284 67,432
---------- ----------
Noncurrent liabilities:
Long-term debt 234,181 239,059
Obligations under capitalized leases 57,801 59,143
Deferred income taxes 8,056 8,196
---------- ----------
Total noncurrent liabilities 300,038 306,398
---------- ----------
Commitments and contingencies
Redeemable Preferred stock (aggregate liquidation
preference value of $54,037) 51,778 49,988
---------- ----------
Stockholders' deficit:
Class C Preferred stock - Series 1 7,604 7,604
Common stock ($.01 par value, authorized 5,000,000
shares, issued and outstanding 425,000 shares) 4 4
Additional paid-in capital (302,290) (302,326)
Retained earnings 148,626 149,903
---------- ----------
Total stockholders' deficit (146,056) (144,815)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 285,044 $ 279,003
========== ==========
See notes to condensed consolidated financial statements.
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
Twenty-four Weeks Ended Twelve Weeks Ended
October 12, October 14, October 12, October 14,
1996 1995 1996 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
---------- ----------- ----------- -----------
NET SALES $ 553,000 $ 544,351 $ 270,834 $ 264,181
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of goods sold 422,381 418,407 208,365 201,179
Direct store, warehouse and
administrative expenses 113,072 111,863 55,773 54,553
Interest expense - net 16,729 4,689 8,351 2,284
---------- ---------- ---------- ----------
Total costs and expenses 552,182 534,959 272,489 258,016
---------- ---------- ---------- ----------
Earnings (loss) before
taxes on income 818 9,392 (1,655) 6,165
TAXES ON INCOME 305 3,520 (616) 2,311
---------- ---------- ---------- ----------
NET EARNINGS (LOSS) $ 513 $ 5,872 $ (1,039) $ 3,854
========== ========== ========== ==========
EARNINGS (LOSS) PER COMMON
AND COMMON EQUIVALENT SHARE $ (6.67) $ 288.30 $ (6.46) $ 189.22
========== ========== ========== ==========
See notes to condensed consolidated financial statements.
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE TWENTY-FOUR (24) WEEK PERIODS ENDED OCTOBER 12, 1996 (Unaudited)
AND OCTOBER 14, 1995 (Unaudited)
(Dollars in thousands)
Class C
Preferred
Redeemable Stock,
Preferred Stock Series 1 Common Stock Additional
No. of No. of No. of Paid-In Retained
Shares Amount Shares Amount Shares Amount Capital Earnings
------ ------ ------ ------ ------ ------ ---------- ---------
Balance
Apr 29, 1995 20,368 $1,061 $ 1,807 $137,348
Net earnings 5,872
------ ------ ---------- ---------
Balance
Oct 14, 1995 20,368 $1,061 $ 1,807 $143,220
====== ====== ========== =========
Balance
Apr 27, 1996 523,418 $49,988 76,042 $7,604 425,000 $ 4 $(302,326) $149,903
Net earnings 513
Accretion of
discount on
Class A
Preferred
stock 95 (95)
Cumulation of
dividends on
Class A
Preferred
stock 1,695 (1,695)
Merger costs 36
------- ------- ------ ------ ------- ------ ---------- ---------
Balance
Oct 12, 1996 523,418 $51,778 76,042 $7,604 425,000 $ 4 $(302,290) $148,626
======= ======= ====== ====== ======= ====== ========== =========
See notes to condensed consolidated financial statements.
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Twenty-four Weeks Ended
October 12, October 14,
1996 1995
(Unaudited) (Unaudited)
OPERATING ACTIVITIES: ---------- -----------
Net earnings $ 513 $ 5,872
Adjustment to reconcile net earnings to net
cash provided by operating
activities:
Depreciation and amortization 14,243 12,050
Gain on disposition of property and other assets (83) (8)
Deferred income tax expense (benefit) (1) (7)
Changes in assets and liabilities (net):
Notes and accounts receivable (1,627) 1,517
Store and warehouse inventories (4,786) (2,247)
Prepaid expenses 2,161 2,019
Accounts payable 6,386 (2,495)
Accrued expenses 5,490 689
---------- ----------
Net cash provided by operating activities 22,296 17,390
---------- ----------
INVESTING ACTIVITIES:
Capital expenditures (15,500) (10,825)
Disposal of property and other assets 1,118 149
Purchases of short-term investments (23,000)
Maturities of short-term investments 337 18,300
---------- ----------
Net cash used in investing activities (14,045) (15,376)
---------- ----------
FINANCING ACTIVITIES:
Payments on long-term debt - net (4,878) (2,989)
Merger costs 36
Payments on capitalized lease obligations (1,341) (1,803)
--------- ----------
Net cash used in financing activities (6,183) (4,792)
--------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,068 (2,778)
CASH AND CASH EQUIVALENTS - BEGINNING 5,676 20,159
------- ----------
CASH AND CASH EQUIVALENTS - ENDING $ 7,744 $ 17,381
========== ==========
See notes to condensed consolidated financial statements.
<PAGE>
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 12, 1996 (Unaudited) AND OCTOBER 14, 1995 (Unaudited)
(Dollars in thousands)
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements include those of
Jitney-Jungle Stores of America, Inc. and its wholly-owned subsidiaries,
Southern Jitney Jungle Company, Interstate Jitney-Jungle Stores, Inc.,
McCarty-Holman Co., Inc. and subsidiary, and Jitney-Jungle Bakery, Inc. All
material intercompany profits, transactions and balances have been
eliminated.
These interim financial statements have been prepared on the basis of
accounting principles used in the annual financial statements ended April
27, 1996. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (all of which were
of a normal recurring nature) necessary for a fair statement of consolidated
financial position and results of operations of the Company for the interim
periods. The results of operations of the Company for the twenty-four weeks
ended October 12, 1996, are not necessarily indicative of the results which
may be expected for the entire year.
2. MERGER
On March 5, 1996, JJ Acquisitions Corp. ("JJAC") merged with and into the
Company with the Company continuing as the surviving corporation (the
"Merger"). JJAC was a wholly-owned subsidiary of Bruckmann, Rosser, Sherrill
& Co., L. P. (the "Fund"). Upon consummation of the Merger, the Fund and
related investors received 83.82% of the Company's Common Stock and 11.76%
was retained by the shareholders at the time of the Merger. The Merger was
accounted for as a recapitalization which resulted in a charge to equity of
$312,541 to reflect the redemption of Common Stock of the Company
outstanding immediately prior to the Merger and related merger costs,
including a closing fee of $4,000 paid to the Fund Manager, an affiliate of
the Fund's sole General Partner.
<PAGE>
3. LONG-TERM DEBT
Long-term debt consisted of the following:
October 12, April 27,
1996 1996
--------- ---------
Senior notes @ 12%, maturing in 2006 .......... $200,000 $200,000
Revolving credit loans ........................ 34,181 39,059
--------- ---------
Long-term debt ................................ $234,181 $239,059
========= =========
The Company has available a Credit Facility of $100,000 (under which letters
of credit aggregating $10,481 and borrowings of $34,181 were outstanding at
October 12, 1996).
4. EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
Earnings (loss) per common and common equivalent share is based on net
income (loss) after preferred stock dividend requirements and the weighted
average number of shares outstanding during each interim period. Cumulative
dividends not declared or paid on preferred shares amounted to $3,346 for
the twenty-four weeks ended October 12, 1996. The number of shares used in
computing the earnings per share was 425,000 for the twenty-four weeks and
the twelve weeks ended October 12, 1996 and 20,368 for the twenty-four weeks
and the twelve weeks ended October 14, 1995. Incremental shares attributed
to outstanding warrants were not included in the computation as their effect
on earnings (loss) per share would be antidilutive.
5. COMMITMENTS AND CONTINGENCIES
The Company is a party to certain litigation incurred in the normal course
of business. In the opinion of management, the ultimate liability, if any,
which may result from this litigation will not have a material adverse
effect on the Company's financial position or results of operations.
In connection with the Merger, the Company entered into an agreement whereby
the Fund Manager is entitled to receive $250 per year from the Company as a
management fee for the performance of strategic and financial planning
services. The amount of the annual management fee may be increased by up to
an additional $750 per year based upon certain performance criteria.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in thousands)
The following is management's discussion and analysis of significant factors
affecting the Company's earnings during the periods included in the accompanying
consolidated statements of operations.
A table showing the percentage of net sales represented by certain items in the
Company's consolidated statements of operations is as follows:
Twenty-four Weeks Ended Twelve Weeks Ended
Oct 12, Oct 14, Oct 12, Oct 14,
1996 1995 1996 1995
------ ------ ------ ------
Net sales ....................... 100.0% 100.0% 100.0% 100.0%
Gross profit .................... 23.6 23.1 23.1 23.8
Direct store, warehouse and
administrative expenses ....... 20.4 20.5 20.6 20.6
Operating income ................ 3.2 2.6 2.5 3.2
Interest expense, net ........... 3.0 .9 3.1 .9
Earnings before income taxes .... .2 1.7 (.6) 2.3
Provision for income taxes ...... .1 .6 (.2) .9
Net income (loss) ............... .1 1.1 (.4) 1.4
EBITDA .......................... 5.7 4.9 5.1 5.5
A summary of the period to period changes in certain items included in the
consolidated statements of operations for the twenty-four week periods and
twelve week periods ended October 12, 1996 and October 14, 1995 is as follows:
Increase (Decrease)
Twenty-four Weeks Twelve Weeks
Ended Ended
Oct 12, 1996 Oct 12, 1996
$ % $ %
------- ------- -------- -------
Net sales ............................ 8,649 1 .59% $ 6,653 2.52%
Gross profit ......................... 4,675 3.71 (533) (.85)
Direct store, warehouse and
administrative expenses ............ 1,209 1.08 1,220 2.24
Operating income ..................... 3,466 24.61 (1,753) (20.75)
Interest expense, net ................ 12,040 n/m 6,067 n/m
Earnings before income taxes ......... (8,574) n/m (7,820) n/m
Provision for income taxes ........... (3,215) n/m (2,927) n/m
Net income (loss) .................... (5,359) n/m (4,893) n/m
EBITDA ............................... 5,159 19.52 (630) (4.37)
(n/m - not meaningful comparison)
<PAGE>
RESULTS OF OPERATIONS
NET SALES
Net sales increased $6,653 or 2.52% in the twelve week period and $8,649 or
1.59% in the twenty-four week period ended October 12, 1996 as compared to the
corresponding periods ended October 14, 1995. The net sales increase was
primarily attributable to increased promotional activities in the second quarter
of fiscal 1997 and the opening of new grocery stores and gasoline stations. Same
store sales increased approximately .2% for the twelve week period and decreased
approximately .3% for the twenty-four week period ended October 12, 1996. The
Company's store count at October 12, 1996 was 105 supermarkets and 51 gasoline
stations. During the twenty-four week period ended October 12, 1996, the Company
opened two supermarkets and five gasoline stations.
GROSS PROFIT
Gross profit as a percentage of net sales was 23.1% for the second quarter ended
October 12, 1996 as compared to 23.8% for the same quarter of the preceding
year. The decrease in gross profit was primarily due to increased promotional
activities in the second quarter of the current fiscal year as noted above.
Gross profit as a percentage of net sales was 23.6% for the twenty-four week
period ended October 12, 1996 as compared to 23.1% for the corresponding period
ended October 14, 1995. The increase in gross profit was primarily due to (1)
improved procurement results due to continued enhancements and improved
utilization of the Company's information systems and (2) the renegotiation of a
supply contract with Fleming Companies, Inc. in January 1996. In addition, the
current year LIFO provision was a credit of $200 at October 12, 1996, compared
to a charge of $300 at October 12, 1995.
DIRECT STORE, WAREHOUSE AND ADMINISTRATIVE EXPENSES
Direct store, warehouse and administrative expenses were $55,773, or 20.6% of
net sales and $54,553, or 20.6% of net sales for the twelve week period and were
$113,072 or 20.4% of net sales and $111,863 or 20.5% of net sales for the
twenty-four week period ended October 12, 1996 and October 12, 1995,
respectively. The increases in both periods were primarily the result of
increased depreciation and amortization partially offset by reductions in
advertising costs and store supplies expense.
EBITDA
EBITDA (net income before interest income, interest expense, income taxes,
depreciation and amortization and LIFO charges) was $13,777, or 5.1% of net
sales in the second quarter of fiscal 1997 as compared to $14,407 or 5.5% of net
sales in the second quarter of fiscal 1996. The decrease in EBITDA for the
second quarter of the current fiscal year was primarily due to the increased
promotional activities as noted above. EBITDA was $31,590 or 5.7% of net sales
and $26,431 or 4.9% of net sales for the twenty-four week period ended October
<PAGE>
12, 1996 and October 12, 1995, respectively. EBITDA is a widely accepted
financial indicator of a company's ability to service debt. However, EBITDA
should not be construed as an alternative to operating income, net income or
cash flows from operating activities (as determined in accordance with generally
accepted accounting principles) and should not be construed as an indication of
the Company's operating performance or as a measure of liquidity.
NET INTEREST EXPENSE
Interest expense was $8,351 in the second quarter of fiscal 1997 as compared to
$2,284 in the second quarter of fiscal 1996 and was $16,729 and $4,689 for the
twenty-four week period ended October 12, 1996 and October 12, 1995,
respectively. This increase in interest expense was due to the Company's
long-term debt increasing from $34,740 at April 29, 1995 to $234,181 at October
12, 1996 as a result of the Merger and the decrease in interest income which was
approximately $69 and $1,509 for the twenty-four week period ended October 12,
1996 and October 14, 1995, respectively.
INCOME TAXES
Income taxes were ($616) with an effective tax rate of 37.2% for the second
quarter of fiscal 1997 and $2,311 with an effective tax rate of 37.5% for the
second quarter of fiscal 1996. Income taxes were $305 with an effective tax rate
of 37.3% and $3,520 with an effective tax rate of 37.5% for the twenty-four week
period ended October 12, 1996 and October 14, 1995, respectively. The decrease
in income taxes was principally due to lower pretax earnings.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded its working capital requirements, capital
expenditures and other needs principally from operating cash flows. Due to the
Merger, however, the Company has become highly leveraged and has certain
restrictions on its operations. The Company's principal sources of liquidity are
expected to be cash flow from operations and borrowings under the $100,000
Credit Facility (under which letters of credit aggregating $10,481 and
borrowings of $34,181 were outstanding at October 12, 1996).
Cash provided by operating activities during the twenty-four week period ended
October 12, 1996 was $22,296 compared to $17,390 for the twenty-four week period
ended October 14, 1995. The increase was primarily the result of the receipt of
$5,250 in May, 1996 as consideration for entering into a five year supply
agreement with the purchaser of certain bakery assets.
<PAGE>
Net cash used in investing activities was $14,045 and $15,376 for the
twenty-four week period ended October 12, 1996 and October 14, 1995,
respectively. Cash was primarily used for capital expenditures. Capital
expenditures were $15,500 and $10,825 for the twenty-four week period ended
October 12, 1996 and October 14, 1995, respectively.
Net cash used in financing activities was $6,183 and $4,792 for the twenty-four
week period ended October 12, 1996 and October 14, 1995, respectively. The
principal use of funds in financing activities for the twenty-four week period
ended October 12, 1996 was the payment of principal on long-term debt (including
the Credit Facility) and capital lease obligations.
The Company believes that capital expenditures for the remainder of fiscal 1997
will be financed through cash flows from operations and borrowings under its
Credit Facility. Capital expenditures for the remainder of fiscal 1997 are
expected to be approximately $9,000 which will include expenditures primarily
for new store openings, remodels, expansions of existing stores and for the
completion of the Company's MIS upgrade. Capital expenditure plans are
continuously evaluated and modified from time to time depending on cash
availability and other economic factors.
PART II. OTHER INFORMATION
(Dollars in thousands)
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to certain litigation incurred in the normal course of
business. In the opinion of management, the ultimate liability, if any, which
may result from this litigation will not have a material adverse effect on the
Company's financial position or results of operations.
ITEM 2. CHANGE IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
The Company completed the construction of a new 67,000 square foot produce
warehouse in Jackson, Mississippi at an approximate cost of $6,000 and began
shipping fresh produce from this location in September, 1996.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
No.
-------
* 10.1 Consulting Agreement dated as of October 16, 1996 by and among
Jitney-Jungle stores of America, Inc. and Michael E. Julian.
* 27.1 Financial Data Schedule
* Filed herewith.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JITNEY-JUNGLE STORES OF AMERICA, INC.
(Registrant)
/s/ David R. Black
------------------
David R. Black
Senior Vice President - Finance,
Chief Financial Officer
Dated: November 20, 1996
Exhibit 10.1
JITNEY-JUNGLE STORES OF AMERICA, INC.
October 16, 1996
Mr. Michael E. Julian
P. O. Box 1289
Norfolk, VA 23501-1289
Dear Mike:
The purpose of this letter is to confirm our agreement regarding your fees for
certain consulting services provided by you to Jitney-Jungle Stores of America,
Inc., during the past six months. These services have included (1) advice on the
development of a Frequent Shoppers Card marketing program; (2) advice on labor
scheduling and productivity improvement; (3) a market analysis and expansion
plan for our Memphis market area; (4) advice on the produce cross dock; (5)
development of a discount store strategy; and (6) general strategic planning. We
appreciate the extensive time you devoted to these projects, including your
travel, site visits and meetings with management. For your services, we have
agreed to pay you a fee of $170,000. Enclosed you will find our check in payment
of this amount.
Please acknowledge your agreement with the foregoing and receipt of this fee by
executing and returning a copy of this letter.
Sincerely,
JITNEY-JUNGLE STORES OF AMERICA, INC.
By: /s/ Roger P. Friou
----------------------
Roger P. Friou
President
Agreed and Acknowledged:
/s/ Michael E. Julian
- ---------------------
Michael E. Julian
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAY-03-1997
<PERIOD-START> JUL-21-1996
<PERIOD-END> OCT-12-1996
<CASH> 7,744
<SECURITIES> 0
<RECEIVABLES> 6,519
<ALLOWANCES> 0
<INVENTORY> 82,231
<CURRENT-ASSETS> 101,493
<PP&E> 174,535
<DEPRECIATION> 7,181
<TOTAL-ASSETS> 285,044
<CURRENT-LIABILITIES> 79,284
<BONDS> 0
51,778
7,604
<COMMON> 4
<OTHER-SE> (153,664)
<TOTAL-LIABILITY-AND-EQUITY> 285,044
<SALES> 270,834
<TOTAL-REVENUES> 270,834
<CGS> 208,365
<TOTAL-COSTS> 264,138
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,351
<INCOME-PRETAX> (1,655)
<INCOME-TAX> (616)
<INCOME-CONTINUING> (1,039)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,039)
<EPS-PRIMARY> (6.67)
<EPS-DILUTED> (6.67)
</TABLE>
