<PAGE> 1
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.
( ) Transition report pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934 for the transition period ___ to ___.
Commission File No. 0-28044
PENSKE MOTORSPORTS, INC.
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-036957
-------- ---------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
13400 OUTER DRIVE WEST, DETROIT, MICHIGAN 48239-4001
- - ----------------------------------------- ----------
(Address of principal executive offices) (including zip code)
313-592-5258
------------
(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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
COMMON STOCK $0.01 PAR VALUE 12,987,500 SHARES
---------------------------- -----------------
CLASS OUTSTANDING AT MAY 1, 1996
This report contains 15 pages.
<PAGE> 2
Penske Motorsports, Inc. Form 10-Q (continued)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Consolidated Statements of Operations for the
Three Months Ended March 31, 1996 and 1995 3
Consolidated Balance Sheets at March 31, 1996
and December 31, 1995 4
Consolidated Statement of Changes in Stockholders' Equity 5
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Independent Accountants' Review Report 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 10
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 14
</TABLE>
2
<PAGE> 3
Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except for share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
1996 1995
--------- ---------
<S> <C> <C>
REVENUE - Merchandise, tires and accessories $ 3,715 $ 2,862
COSTS AND EXPENSES:
Operating expenses 2,006 1,608
Cost of sales 2,099 1,691
Depreciation and amortization 660 627
Selling, general and administrative 471 465
Interest, net 6 245
--------- ---------
TOTAL COSTS AND EXPENSES 5,242 4,636
--------- ---------
LOSS BEFORE INCOME TAXES (1,527) (1,774)
INCOME TAX BENEFIT 537 617
--------- ---------
NET LOSS ($ 990) ($ 1,157)
========= =========
PRO FORMA NET LOSS PER SHARE (See Note 3) ($ .10) ($ .15)
========= =========
PRO FORMA WEIGHTED AVERAGE NUMBER OF SHARES
(See Note 3) 9,483,777 7,905,542
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
3
<PAGE> 4
Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
------ ----------- ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 3,742 $ 4,805
Receivables 5,563 1,708
Receivable from underwriter 83,645
Inventories 1,836 1,370
Prepaid expenses 735 575
-------- -------
TOTAL CURRENT ASSETS 95,521 8,458
PROPERTY AND EQUIPMENT, net 72,372 61,009
INVESTMENTS 570 909
NOTE RECEIVABLE - RELATED PARTY 1,512
GOODWILL, net 7,009 1,367
-------- -------
TOTAL $175,472 $73,255
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 12,706 $ 150
Accounts payable and accrued expenses 8,717 6,648
Deferred revenue, net 15,909 8,866
-------- -------
TOTAL CURRENT LIABILITIES 37,332 15,664
ADVANCES - RELATED PARTIES 1,254
LONG-TERM DEBT, less current portion 3,471 200
DEFERRED TAXES 9,192 9,115
MINORITY INTEREST 1,210
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $ .01 share:
Authorized 50,000,000 shares
Issued and outstanding 12,987,500 shares
and 9,157,500 shares in 1996 and 1995, respectively 130 93
Additional paid-in-capital 122,389 37,446
Retained earnings 2,958 8,273
-------- -------
TOTAL STOCKHOLDERS' EQUITY 125,477 45,812
-------- -------
TOTAL $175,472 $73,255
======== =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
4
<PAGE> 5
Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock
------------------------ Additional Retained
Shares Amount Paid-In Capital Earnings
---------- ------ --------------- --------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995 9,157,500 $ 93 $ 37,446 $8,273
Sale of Common Stock 3,737,500 37 82,908
Competition Tire West, Inc.
transaction (Note 2) ( 28) (4,325)
Acquisition of minority interest
(Note 2) 92,500 2,063
Net loss ( 990)
---------- ---- -------- ------
BALANCE, March 31, 1996 12,987,500 $130 $122,389 $2,958
========== ==== ======== ======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
5
<PAGE> 6
Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 990) ($ 1,157)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 660 627
Changes in assets and liabilities which provided (used) cash:
Receivables ( 3,629) ( 3,195)
Inventories, prepaid expense and other ( 436) ( 656)
Accounts payable and accrued liabilities 824 1,399
Deferred revenue 7,043 5,928
-------- -------
Net cash provided by operating activities 3,472 2,946
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property and equipment, net ( 11,737) ( 738)
Acquisition of Competition Tire South, Inc. ( 578)
Competition Tire West, Inc. transaction (Note 2) ( 3,117)
-------- -------
Net cash used in investing activities ( 15,432) ( 738)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 12,089
Principal payments on long-term debt ( 1,736)
Advances from (to) affiliates ( 1,192) ( 1,074)
-------- -------
Net cash provided by (used in) financing activities 10,897 ( 2,810)
-------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS ( 1,063) ( 602)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,805 1,383
-------- -------
CASH AT END OF PERIOD $ 3,742 $ 781
======== =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest $ 26 $ 232
======== =======
Cash paid during the period for taxes $ 65
========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Receivable from underwriter - initial public offering $ 83,645
========
Increase in debt associated with acquisitions (Note 2) $ 3,738
========
Decrease in minority interest associated with acquisitions (Note 2) $ 1,210
========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
6
<PAGE> 7
Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. - FINANCIAL STATEMENTS. The accompanying consolidated financial
statements have been prepared by management and, in the opinion of management,
contain all adjustments, consisting of normal recurring adjustments, necessary
to present fairly the financial position of Penske Motorsports, Inc. (the
"Company") as of March 31, 1996 and December 31, 1995, and the results of its
operations and its cash flows for the three month periods ended March 31, 1996
and 1995.
The consolidated financial statements should be read in conjunction with the
consolidated financial statements included in the Company's registration
statement filed on Form S-1 with the Securities and Exchange Commission.
Because of the seasonal concentration of racing events, the results of
operations for the three month periods ended March 31, 1996 and 1995 are not
indicative of the results to be expected for the year.
NOTE 2 - INITIAL PUBLIC OFFERING AND RELATED ACQUISITIONS. On March 27, 1996,
the Company completed its initial public offering (IPO) of 3,737,500 shares of
common stock (including 487,500 shares issued at the option of the
underwriters). The initial offering price was $24 per share with net proceeds
to the Company of $83.1 million. The proceeds were received from the
underwriter on April 1, 1996, therefore, as of March 31, 1996, the impact of
the Offering is included in accounts receivable. The net proceeds from the
offering were used to repay outstanding balances on the Company's credit
facilities (approximately $10.6 million) with the remainder to be used to fund,
in part, the construction of The California Speedway.
Acquisition of Minority Interest in Pennsylvania International Raceway (PIR) -
Immediately prior to the effective date of the IPO, James E. Williams, an
investor in PIR, exchanged his 2,557 shares (approximately 15% of the issued
and outstanding shares of common stock) of PIR for 92,500 shares of Common
Stock of the Company. This transaction resulted in recording goodwill of
approximately $2 million.
Acquisition of Minority Interest in Competition Tire West, Inc. (CTW) and
Capital Distribution - On March 21, 1996, the Company acquired all of CTW's
outstanding shares of common stock for $7.4 million, of which $4.3 million was
paid to the two selling shareholders in cash with the balance of $3.1 million
payable over a term not to exceed five years with interest at 8% per annum. The
acquisition of the shares of the former 40% CTW shareholder was accounted for
as an acquisition of a minority interest and resulted in recording goodwill of
approximately $1.9 million. The former controlling shareholder of CTW (60%) is
also the controlling shareholder of the Company, therefore, the excess of the
amount paid for such shares over the net book value of assets acquired
(approximately $2.9 million) was recorded as a capital distribution.
7
<PAGE> 8
Penske Motorsports, Inc. Form 10-Q (continued)
PENSKE MOTORSPORTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CTW was included in the consolidated balance sheet at December 31, 1995 because
of common control and as a result of the aforementioned transaction. This
transaction resulted in the ownership of CTW by the Company and the elimination
of the net book value (approximately $1.4 million) of the controlling
shareholder's interest in CTW from consolidated stockholder's equity. Also, as
part of this transaction, the $1.5 million note receivable-related party was
repaid.
Acquisition of Competition Tire South, Inc. (CTS) Common Stock - On March 21,
1996, the Company acquired the common shares of CTS not owned by CTW
(approximately 67%) for cash and notes totaling approximately $2.2 million.
Notes payable of approximately $830,000 are payable over a term not to exceed
five years with interest at 8% per annum. This acquisition was accounted for
using the purchase method of accounting and resulted in recording $1.2 million
of goodwill. CTS has been included in the consolidated financial statements
from the date acquired. Had the acquisitions occurred as of January 1, 1996,
the pro-forma effect on revenues would have been an increase of $1.4 million
with an immaterial impact on net income and earnings per share.
NOTE 3 - COMMON STOCK AND PRO-FORMA EARNINGS PER SHARE. Prior to the
completion of the IPO, discussed in Note 2, the Company effected a
recapitalization pursuant to which the Company (i) increased its authorized
shares of common stock to 50,000,000 shares, (ii) effected a 91.575-to-one
share split, and (iii) converted 15,000 shares of outstanding preferred stock
to 1,373,625 shares of common stock. The pro forma net loss per share reflects
the weighted average number of post-split shares outstanding (9,362,110 and
7,783,875 in 1996 and 1995, respectively) plus the dilutive effect of the
number of shares issued equivalent to the $2.9 million capital distribution
(121,667) based on the offering price of $24 per share.
NOTE 4 - PROPERTY AND EQUIPMENT, NET. Property and equipment consist of the
following :
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
(In thousands)
<S> <C> <C>
Land $46,365 $35,976
Buildings and improvements 34,490 33,337
Equipment 5,400 4,656
------- -------
86,255 73,969
Less accumulated depreciation 13,883 12,960
------- -------
$72,372 $61,009
======= =======
</TABLE>
The Company is currently constructing The California Speedway with an estimated
cost of $80 million. Costs incurred through March 31, 1996 were approximately
$19 million.
8
<PAGE> 9
Penske Motorsports, Inc. Form 10-Q (continued)
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholders
Penske Motorsports, Inc.
We have reviewed the accompanying consolidated balance sheet of Penske
Motorsports, Inc. and subsidiaries (the "Company") as of March 31, 1996 and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for the three month period ended March 31, 1996, included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
These consolidated financial statements are the responsibility of Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is an expression of an opinion regarding the consolidated financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of December 31,
1995, and the related consolidated statements of income, stockholders' equity
and cash flows, for the year then ended (not presented herein); and in our
report dated March 22, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the consolidated balance sheet at December 31, 1995 included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 is
fairly presented, in all material respects, in relation to the consolidated
balance sheet from which such information has been derived.
/s/ Deloitte & Touche LLP
- - --------------------------------
April 30, 1996
9
<PAGE> 10
Penske Motorsports, Inc. Form 10-Q (continued)
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
OVERVIEW
During the three month period ended March 31, 1996, the Company's revenues
increased compared to the same period of 1995. The improvements are primarily
attributable to increases in sales of merchandise, tires and accessories.
Revenues for the three months ended March 31, 1996 were $3.7 million as
compared to $2.9 million for the three months ended March 31, 1995. Net loss
was $990 thousand, or $.10 per share, in the first quarter. This compares to a
net loss of $1.2 million, or $.15 per share, for the same period of 1995. The
reduction in the net loss results from the increase in sales and related
profit and a reduction in interest expense.
Because of the seasonal concentration of racing events, the Company generates a
majority of its revenues and expenses in the second and third quarters of each
year, and as a result, the results of operations for the three month periods
ended March 31, 1996 and 1995 are not indicative of the results to be expected
for the year.
The increase in assets of $102 million from December 31, 1995 reflects the
receivables from the underwriters relating to the proceeds of the Company's
initial public offering, which were collected on April 1, 1996, the goodwill
from the acquisition of Competition Tire South, Inc. (CTS), and the
acquisition of the minority interests in Competition Tire West, Inc. (CTW) and
Pennsylvania International Raceway, Inc. (PIR) and the increase in land as a
result of the construction of The California Speedway. Liabilities increased
$23.8 million and reflect certain debt associated with the above acquisition
and the increase in deferred race related revenues, net of deferred expenses,
on upcoming races.
10
<PAGE> 11
Penske Motorsports, Inc. Form 10-Q (continued)
RESULTS OF OPERATIONS
The percentage relationships between revenues and other elements of the
Company's Consolidated Statements of Operations for the comparative reporting
periods were:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenue - Merchandise, tires and accessories 100.0% 100.0%
Costs and expenses:
Operating 54.0% 56.2%
Cost of sales 56.5% 59.1%
Depreciation and amortization 17.8% 21.9%
Selling, general and administrative 12.7% 16.2%
------ ------
Total costs and expenses 141.0% 153.4%
------ ------
Loss from operations (41.0%) (53.4%)
</TABLE>
SEASONALITY AND QUARTERLY RESULTS
The Company's weekend race events are currently held in April, May, June, July
and August. As a result, the Company's business has been highly seasonal. Set
forth below is summary information with respect to the Company's operations.
<TABLE>
<CAPTION>
1994 1995 1996
-------------------------------------- -------------------------------------- ------
Quarters First Second Third Fourth First Second Third Fourth First
----- ------ ----- ------ ----- ------ ----- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenue $ 2,457 $13,225 $21,339 $ 3,497 $ 2,860 $17,309 $19,285 $ 2,645 $3,715
Net income (loss) (1,137) 2,762 5,921 (1,206) (1,157) 4,237 4,812 (1,118) (990)
Number of events - 4 5 - - 4 4 - -
</TABLE>
11
<PAGE> 12
Penske Motorsports, Inc. Form 10-Q (continued)
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31,
1995.
Revenues - Revenues for the three months ended March 31, 1996 were $3.7
million, an increase of $853 thousand, or 30% over the comparable period of
1995. The increase in revenues reflects an increase in sales of tires and
accessories of approximately $800 thousand.
Operating Expenses - Operating expenses of $2.0 million for the three months
ended March 31, 1996 increased $398 thousand, or 24.8% from the three months
ended March 31, 1995 in anticipation of future growth in operations. As a
percentage of total revenue, operating expenses were 54% for the three months
ended March 31, 1996 as compared to 56.2% for the comparable period in 1995.
This decrease is attributable to the ability of the Company to add incremental
sales without a corresponding increase in operating expenses.
Cost of Sales - Cost of sales for the three months ended March 31, 1996 was
$2.1 million, or 56.5% of revenues, compared to $1.7 million, or 59.1% of
revenues for the corresponding period of 1995. The decrease in cost of sales
as a percent of revenue reflects an increase in sales of certain merchandise,
tires and accessories which have a higher gross profit margin.
Depreciation and Amortization - Depreciation and amortization expense of $660
thousand for the three months ended March 31, 1996 increased $33 thousand, or
5%, compared to the comparable period in 1995. The increase reflects
improvements, primarily additional seating and repaving at the race tracks,
during 1995.
Selling, General and Administrative - Selling, general and administrative
expense of $471 thousand for the three months ended March 31, 1996 increased $6
thousand over the same period in 1995. While selling, general and
administrative expense increased for the three months ended March 31, 1996
versus 1995, as a percent of sales, selling, general and administrative
expenses decreased to 12.7% from 16.2% in 1995.
Interest - Interest expense of $6 thousand for the three months ended March 31,
1996 decreased $239 thousand from the same period in 1995 due to the reduction
in debt as a result of capital contributions made during the fourth quarter of
1995. The interest paid in 1996 was capitalized as primarily all debt during
the period financed construction of The California Speedway.
Income Tax Expense - Income tax expense is reported during the interim
reporting periods on the basis of the Company's estimated annual effective tax
rate for the taxable jurisdictions in which the Company operates and is
comparable to the prior period.
12
<PAGE> 13
Penske Motorsports, Inc. Form 10-Q (continued)
Net Loss - Net loss of $990 thousand for the three month period ended March 31,
1996 decreased $167 thousand from $1,157 thousand net loss compared to the same
period one year ago. Increased sales of merchandise, tires and accessories and
higher gross profit margin contributed to this improvement.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has funded facility improvements from operating cash
flow supplemented, as necessary, with borrowings under available credit
arrangements. Currently, the Company intends to use the proceeds of its
initial public offering to reduce existing indebtedness and use the remainder
to fund construction of The California Speedway.
The Company currently has lines of credit totaling $17.3 million of which $4.2
million was available as of March 31, 1996. The Company expects to replace its
existing lines of credit with a $20 million unsecured revolving line of credit
during the second quarter of 1996.
The Company believes it has sufficient resources from cash flow from the IPO
and its operations, and if necessary, by borrowings under its lines of credit
to satisfy ongoing cash requirements for the next twelve months, including
construction costs on The California Speedway.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Except for the historical information contained herein, certain matters
discussed in this Form 10Q are forward-looking statements which involve risks
and uncertainties, including but not limited to the Company's ability to
maintain good working relationships with the sanctioning bodies for its events,
complete on schedule the construction of The California Speedway and obtain
sanctioning agreements for events at The California Speedway, as well as other
risks and uncertainties affecting the Company's operations, such as
competition, environmental, industry sponsorships and governmental regulation,
dependence on key personnel, the financial impact of bad weather at the
Company's events and those other factors discussed in the Company's filings
with the Securities and Exchange Commission.
13
<PAGE> 14
Penske Motorsports, Inc. Form 10-Q (continued)
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
(a) Exhibit Number and Description Page Number
------------------------------ -----------
<S> <C> <C>
Exhibit 27 - Financial Data Schedule
All exhibits are omitted from this report because
they are not applicable. N/A
(b) The Company was not required to file a Form 8K
during the three months ended March 31, 1996. N/A
</TABLE>
14
<PAGE> 15
Penske Motorsports, Inc. Form 10-Q (continued)
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.
PENSKE MOTORSPORTS, INC.
Date: May 9, 1996 By: /s/ JAMES HARRIS
-----------------------
James H. Harris
Its: Senior Vice President-Treasurer
(Principal Financial Officer)
15
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- - ------- ----------- ------------
<S> <C> <C>
27 -- Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,742
<SECURITIES> 0
<RECEIVABLES> 89,208
<ALLOWANCES> 0
<INVENTORY> 1,836
<CURRENT-ASSETS> 95,521
<PP&E> 86,255
<DEPRECIATION> 13,883
<TOTAL-ASSETS> 175,472
<CURRENT-LIABILITIES> 37,332
<BONDS> 0
<COMMON> 130
0
0
<OTHER-SE> 122,389
<TOTAL-LIABILITY-AND-EQUITY> 175,472
<SALES> 3,715
<TOTAL-REVENUES> 3,715
<CGS> 2,099
<TOTAL-COSTS> 2,099
<OTHER-EXPENSES> 3,137
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> (1,527)
<INCOME-TAX> (537)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (990)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
