<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 26, 1996
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: 000-28590
FINE HOST CORPORATION
Delaware 06 - 1156070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Greenwich Office Park
Greenwich, CT 06831
(203) 629 - 4320
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 by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes No
----- -----
The Registrant had 6,209,100 shares of common stock, $.01 par value, outstanding
as of August 9, 1996.
1
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page No.
ITEM 1 - Financial Statements (unaudited)
* Consolidated Balance Sheets (as restated) - June 26,
1996 and December 27, 1995 3
* Consolidated Statements of Operations (as restated) -
Three and Six Months Ended June 26, 1996 and June 28,
1995 4
* Consolidated Statement of Stockholder's Equity (as
restated) - Six Months Ended June 26, 1996 5
* Consolidated Statements of Cash Flows (as restaed) -
Six Months Ended June 26, 1996 and June 28, 1995 6
* Notes to Financial Statements (as restated) 7 - 15
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 16 - 18
PART II - OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K 19
Signature 20
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
June 26, 1996 December 27, 1995
------------- -----------------
(unaudited)
ASSETS (as restated, see Note 10)
<S> <C> <C>
Current assets:
Cash $ 962 $ 634
Accounts receivable 8,432 6,782
Notes receivable 554 520
Inventories 2,740 2,099
Prepaid expenses and other current assets 653 1,330
-------- --------
Total current assets 13,341 11,365
Contract rights, net 11,935 6,316
Fixtures and equipment, net 14,703 13,271
Notes receivable 1,717 1,386
Excess of cost over fair value of net assets acquired, net 17,297 13,591
Other assets 3,574 3,059
-------- --------
Total assets $ 62,567 $ 48,988
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 18,877 $ 14,383
Current portion of long-term debt 264 2,981
Current portion of subordinated debt 1,208 1,745
-------- --------
Total current liabilities 20,349 19,109
Deferred income taxes 3,453 3,387
Long-term debt 6,276 15,326
Subordinated debt 3,705 8,879
-------- --------
Total liabilities 33,783 46,701
-------- --------
Commitments and contingencies
Stock warrants - 1,380
Stockholders' equity:
Convertible Preferred Stock, $.01 par value, 1,000,000 shares
authorized, 134,171 issued and outstanding at
December 27, 1995 - 1
Common Stock, $.01 par value, 25,000,000 shares authorized,
2,048,200 and 6,034,600 issued and outstanding at
December 27, 1995 and June 26, 1996, respectively 61 20
Additional paid-in capital 40,305 8,933
Accumulated deficit (11,393) (7,858)
Receivables from stockholders for purchase of Common
Stock (189) (189)
-------- --------
Total stockholders' equity 28,784 907
-------- --------
Total liabilities and stockholders' equity $ 62,567 $ 48,988
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -----------------------
(as restated, see Note 10)
June 26, June 28, June 26, June 28,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $26,336 $20,071 $51,266 $43,481
Cost of sales 23,934 18,385 46,227 39,798
------- ------- ------- -------
Gross profit 2,402 1,686 5,039 3,683
General and administrative expenses 3,402 2,743 6,393 5,236
------- ------- ------- -------
Loss from operations (1,000) (1,057) (1,354) (1,553)
Interest expense, net 751 683 1,817 1,430
------- ------- ------- -------
Loss before tax benefit (1,751) (1,740) (3,171) (2,983)
Tax benefit (517) (634) (936) (1,087)
------- ------- ------- -------
Net loss (1,234) (1,106) (2,235) (1,896)
Accretion to redemption value of warrants (260) (2) (1,300) (74)
------- ------- ------- -------
Net loss attributable
to Common Stockholders $(1,494) $(1,108) $(3,535) $(1,970)
======= ======= ======= =======
Loss per share
of Common Stock $ (.63) $ (.54) $ (1.60) $ (.96)
Average number of shares
of Common Stock outstanding 2,378 2,048 2,213 2,048
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Convertible Additional
Preferred Stock Common Stock Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit
------ ------ ------ ------ ------- -------
(as restated, see Note 10)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 27, 1995 134,171 $ 1 2,048,200 $20 $ 8,933 $ (7,858)
Stock warrant accretion (1,300)
Shares issued in connection
with Sun West acquisition 25,900 1 369
Shares issued in connection
with initial public offering 2,890,218 29 30,513
Conversion of Preferred Stock (134,171) (1) 939,197 9 (8)
Warrants exercised 123,585 1 608
Warrants redeemed (200)
Stock issued to non-employee
directors 7,500 1 90
Net loss (2,235)
-------- --- --------- --- ------- --------
Balance, June 26, 1996 - $ - 6,034,600 $61 $40,305 $(11,393)
======== === ========= === ======= ========
<CAPTION>
Receivables
from
Stockholders
for
Purchase of
Common Stockholders'
Stock Equity
----- ------
<S> <C> <C>
Balance, December 27, 1995 $ (189) $ 907
Stock warrant accretion (1,300)
Shares issued in connection
with Sun West acquisition 370
Shares issued in connection
with initial public offering 30,542
Conversion of Preferred Stock -
Warrants exercised 609
Warrants redeemed (200)
Stock issued to non-employee
directors 91
Net loss (2,235)
------- -------
Balance, June 26, 1996 $ (189) $28,784
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
--------------------------
June 26, June 28,
1996 1995
---------- ---------
(as restated, see Note 10)
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,235) $(1,896)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities:
Depreciation and amortization 1,510 1,762
Deferred income tax benefit (936) (1,087)
Changes in operating assets and liabilities:
Accounts receivable 299 (286)
Inventories (298) 67
Prepaid expenses and other current assets 473 (823)
Accounts payable and accrued expenses 1,558 (1,045)
Increase in other assets (1,224) (906)
-------- -------
Net cash used in operating activities (853) (4,213)
-------- -------
Cash flows from investing activities:
Direct payments to acquire contracts (3,054) (36)
Purchases of fixtures and equipment (734) (773)
Sale of fixtures and equipment 64 -
Acquisition of business, net of cash acquired (3,215) -
Collection of notes receivable 435 990
-------- -------
Net cash (used in) provided by investing activities (6,504) 181
-------- -------
Cash flows provided by financing activities:
Borrowings under long-term debt agreement 6,945 5,806
Proceeds from issuance of preferred stock
Proceeds from issuance of common stock 30,542 1,500
Payment of long-term debt (19,870) -
Payment of subordinated debt (7,661) (759)
Redemption of warrants (2,880) (3,053)
Proceeds from exercise of warrants 609 -
-------- -------
Net cash provided by financing activities 7,685 3,494
-------- -------
Net (decrease) increase in cash 328 (538)
Cash, beginning of period 634 1,532
-------- -------
Cash, end of period $ 962 $ 994
======== =======
</TABLE>
Supplemental disclosure of non-cash financing activities:
A capital lease obligation of $1,159 was incurred in the first quarter of
1996 when the Company entered into a lease agreement for new equipment.
See accompanying notes to unaudited consolidated financial statements.
6
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION--The unaudited consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and accounts have been eliminated.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The unaudited financial statements include all
adjustments, all of which are of a normal recurring nature, which, in the
opinion of management, are necessary for a fair presentation of the results of
operations for the three and six months ended June 28, 1995 and June 26, 1996.
The accompanying unaudited consolidated financial statements should be read in
conjunction with the consolidated financial statements of the Company and notes
thereto for the fiscal year ended December 25, 1996 included in the Company's
Annual Report on Form 10K/A.
LOSS PER SHARE--Loss per share of Common Stock is computed based on the
weighted average number of common and common equivalent shares outstanding
during each period unless antidilutive. In calculating loss per share, net loss
has been increased for the accretion to the redemption value of warrants by
$260, $1,300, $2 and $74 for the three and six months ended June 26, 1996 and
June 28, 1995, respectively.
2. ACQUISITIONS
On March 25, 1996, the Company acquired 100% of the outstanding stock of
Sun West Services, Inc. ("Sun West"). Sun West provides contract food and
beverage services primarily in the education market as well as to other
institutional clients. The purchase price was approximately $5,200, consisting
of cash, five-year subordinated notes to the sellers with interest at 7% and
25,900 shares of Common Stock.
In July 1995, the Company acquired 100% of the outstanding stock of
Northwest Food Service, Inc. ("Northwest"). Northwest provides contract food and
beverage services, primarily in the education and corporate dining markets. The
purchase price was approximately $2,500 consisting of subordinated notes to the
seller and cash.
The aforementioned acquisitions have been accounted for under the purchase
method of accounting and, accordingly, the accompanying unaudited consolidated
financial statements reflect the fair values of the assets acquired and
liabilities assumed or incurred as of the effective date of the acquisitions.
The results of operations of the acquired companies are included in the
accompanying unaudited consolidated financial statements since their respective
dates of acquisition.
7
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
The following table summarizes pro forma information as follows: (i) with
respect to the income statement data for the six months ended June 28, 1995, as
if the acquisitions of Sun West and Northwest had been completed as of the
beginning of such period; and (ii) with respect to the income statement data for
the six months ended June 26, 1996, as if the acquisition of Sun West had been
completed as of the beginning of such period:
SIX MONTHS ENDED
-----------------------
JUNE 26, JUNE 28,
1996 1995
-------- --------
SUMMARY STATEMENT OF INCOME DATA:
Net sales $55,307 $57,499
Loss from operations $(1,458) $(1,632)
Net loss before warrant accretion $(2,524) $(2,257)
Net loss per share before warrant accretion $ (1.14) $ (1.10)
======= =======
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consists of the following:
JUNE 26, DECEMBER 27,
1996 1995
-------- ------------
Accounts payable $ 5,789 $ 5,765
Accrued wages and benefits 4,124 1,607
Accrued rent to clients 3,263 2,994
Accrued other 5,701 4,017
------- -------
Total $18,877 $14,383
======= =======
4. LONG-TERM DEBT
Long-term debt consists of the following:
JUNE 26, DECEMBER 27,
1996 1995
-------- ------------
Term Loan $ - $ 9,100
Working Capital Line 5,484 6,000
Guidance Line - 3,207
Capital Lease Obligation, effective interest
rate of 5.2% 1,056 -
------- -------
6,540 18,307
Less: current portion 264 2,981
------- -------
Total $ 6,276 $15,326
======= =======
8
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
The Company's bank agreement was amended and restated on June 19, 1996 in
connection with the initial public offering (the "Credit Facility") and provides
for (i) a working capital revolving credit line (the "Working Capital Line") for
general obligations and letters of credit of the Company, in the maximum amount
of $20,000 and (ii) a line of credit to provide for future expansion by the
Company (the "Guidance Line") in the maximum amount of $55,000. The maximum
borrowing under Credit Facility was $75,000 as of June 19, 1996. The Credit
Facility terminates on April 30, 1999.
The Company's obligations under Credit Facility are collateralized by a
pledge of shares of the common stock or other equity interests of the Company's
subsidiaries, as well as by certain fixtures and equipment, notes receivable and
other assets, as well as the receipt, if any, of certain funds paid to the
Company with respect to the termination of client contracts prior to their
expiration.
The Credit Facility contains various financial and other restrictions,
including, but not limited to, restrictions on indebtedness, capital
expenditures and commitments. Additional obligations require maintenance of
certain financial ratios, including the ratio of total debt to operating cash
flow, operating cash flow to cash interest expense, and minimum net worth and
operating cash flow. The Credit Facility also contains prohibitions on the
payment of dividends (see Note 9).
5. SUBORDINATED DEBT
In March 1996, as part of the acquisition of Sun West (see Note 2), the
Company issued to the stockholders of Sun West the following: (1) a subordinated
promissory note with a face value of $1,350 at 7% interest per annum, payable in
four annual installments beginning in 1998; and (2) a subordinated promissory
note with a face value of $638 at 7% interest per annum, payable in three annual
installments beginning in 1997. The notes were discounted to present value using
a market rate of 10%. The respective balances at June 26, 1996 were $1,206 and
$594, of which $1,236 and $322 were classified as long term.
In July 1995, as part of the purchase price of Northwest (see Note 2), the
Company issued a $1,350 note to the seller at a 6% interest per annum payable in
six equal annual installments. The note was discounted to present value using a
market rate of 12.5% and had a balance at June 26, 1996 of $1,221, of which $957
was classified as long-term.
6. STOCKHOLDERS' EQUITY
On July 19, 1996, pursuant to the terms of the over-allotment option issued
to the underwriters of the Company's initial public offering, the Company sold
174,500 shares of common stock at the initial public offering price of $12.00
per share, generating net proceeds of approximately $1,500, after deducting the
underwriting discount and certain transaction expenses. The net proceeds have
been invested in short term investments in accordance with the Company's
investment policy.
On June 19, 1996, the effective date of the initial public offering, the
Company sold 2,890,218 shares at a price of $12.00 per share, generating net
proceeds (including the net proceeds received by the Company upon the exercise
of certain warrants) of approximately $31,100, after deducting the underwriting
discount and offering expenses to be paid by the Company. The net proceeds were
used to repay obligations under the Company's credit facility in effect prior to
the public offering and subordinated notes, as well as the amount required to
repurchase certain warrants. In addition, all of the then outstanding Series A
Convertible Preferred Stock was converted into 939,197 shares of Common Stock.
9
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
On March 29, 1996, the Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for the sale
by the Company of 2,890,218 shares of Common Stock to the public. In connection
therewith, the Company's Board of Directors declared a 7-for-1 stock split in
the form of a stock dividend which was effected prior to the offering. Current
and prior year information has been restated to reflect this stock split.
7. INCOME TAXES
For the six months ended June 26, 1996, the Company recorded a tax benefit
of $936, which was entirely deferred. In addition, the Company had for Federal
income tax reporting, an estimated net operating loss carryforward of
approximately $6,311 that will expire at various dates through 2011.
8. MAJOR CLIENT
During the six months ended June 28, 1995 one client represented 14.8% and
for the six months ended June 26, 1996 another represented 10.3% of net sales,
respectively.
9. SUBSEQUENT EVENTS
On July 31, 1996, the Company acquired 100% of the outstanding stock of
Ideal Management Services, Inc. ("Ideal"). Ideal provides contract food services
to public school districts in New York State. The purchase price was
approximately $3,600, consisting of cash, convertible subordinated notes with
interest at 7 1/4%, and seven year covenant not to compete. At the option of the
note holders, the outstanding principal balance of the notes is convertible into
Common Stock at a conversion price of $15 per share.
In November 1996, the Company acquired 100% of the stock of PCS Holding
Corporation (formerly known as HCS Management Corporation) ("PCS"). PCS,
through its operating subsidiaries, provides non-patient contract food and other
services to hospitals and corporations. The purchase price was approximately
$6,000 consisting of cash to the seller plus assumed debt of HCS.
On December 8, 1996, the Company acquired 100% of the stock of Republic
Management Corp. ("Republic"). Republic provides contract food service and
vending to various corporations and elementary and secondary schools. The
purchase price was approximately $8,600 consisting of cash to the sellers, a
subordinated note payable with interest at 8 3/4% to one shareholder plus
assumed debt of Republic.
On December 30, 1996, the Company acquired 100% of the stock of Service
Dynamics Corp. ("Service Dynamics"). Service Dynamics provides contract food
service to various corporations and schools. The purchase price was
approximately $3,000 consisting of cash paid to the seller.
On January 23, 1997, the Company acquired 100% of the stock of Versatile
Holding Corporation, which owns 100% of the stock of Serv-Rite Corporation
("Serv-Rite"), a contract food services management company that provides food
services to the education and business dining markets in New York and
Pennsylvania. The purchase price was approximately $7,500, consisting of cash
and assumed debt of Serv-Rite.
On February 7, 1997, the Company made a second offering, as authorized by
the Board of Directors, selling 2,689,000 shares at a price of $23.50 per share,
generating net proceeds (including the net proceeds received by the Company upon
the exercise of certain options) of approximately $59.1 million, after deducting
the underwriting discount and offering
10
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
expenses paid by the Company. The net proceeds were used to repay obligations
under the Company's credit facility in effect prior to the public offering and
the remainder was invested in short term investments in accordance with the
Company's investment policy. Assuming this transaction had occurred at the
beginning of fiscal year 1996, supplemental pro forma 1996 net loss per share
would have been $0.27 and was calculated based upon (i) net loss adjusted for
the reduction in interest expense resulting from the application of the net
proceeds of the Offering to reduce indebtedness of the Company and (ii) the
average number of shares of Common Stock outstanding as adjusted to reflect the
sale of the Company of a number of shares in the Offering.
On July 30, 1997, the Company entered into the Fourth Amended and Restated
Loan Agreement (the "Credit Facility"), a $200 million credit facility with Bank
Boston, N.A. as administrative agent, US Trust, a Documentation Agent, and
certain banks and other financial institutions party thereto. The credit
facility provides for (i) a five year working capital revolving credit line for
general corporate purposes and letters of credit, in the maximum aggregate
amount of $50 million (the "Working Capital Line") and (ii) a line of credit to
provide for future expansion by the Company, in the maximum amount of $150
million (the "Guidance Line"). The Working Capital Line provides funds for
liquidity, seasonal borrowing needs and other general corporate purposes.
Outstanding letters of credit issued under the Working Capital Line cannot
exceed $25 million in the aggregate. The Guidance Line is available on a
revolving basis until July 30, 2000, to fund the Company's acquisitions and for
investments made in connection with facility agreements. At July 30, 2000, all
loans outstanding under the Guidance Line will convert to term loans, payable
quarterly over a three-year period. Interest on all loans under the Credit
Facility are based on, at the Company's option, either a prime rate or a LIBOR
rate plus an incremental rate based on a ratio of debt to EBITDA, not to be less
than .75% or greater than 1.5%. EBITDA (as defined in the Credit Facility)
represents earnings before interest expense, income tax expense, depreciation
and amortization.
The Company's obligations under the Credit Facility are collateralized by a
pledge of shares of the common stock or other equity interests of the Company's
subsidiaries, as well as by certain fixtures and equipment, accounts receivable
and other assets, as well as the receipt, if any, of certain funds paid to the
Company with respect to the termination of client contracts prior to their
expiration.
The Credit Facility contains various financial and other restrictions,
including, but not limited to, restrictions on indebtedness, capital
expenditures, acquisitions and investments. In addition, the Credit Facility
requires maintenance of (i) certain financial ratios, including ratios of total
debt to EBITDA and EBITDA to interest paid and (ii) minimum EBITDA. The Company
is currently in default under certain provisions of the Credit Facility and, on
December 15, 1997, the Agent notified the Company that it would no longer extend
loans to the Company under the Credit Facility. As of February 28, 1998, the
Company had no outstanding loans under the Guidance Line or the Working Capital
Line but has outstanding obligations in respect of the Standby Letter of Credit
issued by BankBoston, N.A., for the benefit of the Maryland Stadium Authority
("MSA") in the amount of $10,000 which letter of credit was issued to secure the
Company's obligation to pay MSA up to $20,000 over the term of the Company's
Concessions Management Agreement with the Baltimore Ravens Limited Partnership
dated August 14, 1997.
On July 30, 1997, the outstanding principal balance of the Ideal
Convertible Notes were converted into 76,332 shares of common stock.
On August 6, 1997, the Company acquired 100% of the stock of Statewide
Industrial Catering, Inc. ("Statewide"). Statewide provides contract food
service to 25 school districts in the New York City Metropolitan Area. The
purchase price was $3,200, consisting of cash, assumed debt of Statewide and a
subordinated promissory note.
11
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
On August 27, 1997, the Company acquired 100% of the stock of Best, Inc.
("Best"). Best provides contract food service to approximately 150 healthcare,
corrections, business dining and education clients. The purchase price was
$26,500, consisting of cash and assumed debt.
On October 3, 1997, the Company acquired 100% of the stock of Total Food
Service Direction, Inc., ("Total"). Total provides contract food service to 35
business dining and educational facilities in Southern Florida. The purchase
price was approximately $4,900 consisting of cash and subordinated promissory
notes to the seller.
On October 27, 1997, the Company issued $175.0 million of 5% Convertible
Subordinated Notes due 2004 (the "Convertible Notes") in a private placement
under Rule 144A of the Securities Act of 1933. The Convertible Notes are
unsecured obligations of the Company and are convertible into common stock at a
conversion price of $44.50 per share. The net proceeds of $169.1 million, after
deducting discounts and certain expenses, were used to repay approximately $50.0
million in outstanding bank debt. The remaining proceeds were invested in
short-term investments in accordance with the Company's investment policy.
On December 12, 1997, the Company announced that the Audit Committee of its
Board of Directors had instructed the commencement of an inquiry into certain
accounting practices, including the capitalization of certain expenses, and that
the Audit Committee determined on December 12, 1997, based upon their
preliminary inquiry, that certain expenses incurred during 1997 were incorrectly
capitalized rather than expensed in the period in which they were incurred. The
Company stated that it believed the amounts would be material and that earnings
for each of the first three quarters of 1997 would need to be restated.
On December 15, 1997, the Company announced that preliminary indications
were that the accounting problems were not limited to the incorrect
capitalization of expenses and that periods prior to 1997 would also need to be
restated. The Company also stated that the outside directors of the Company's
Board of Directors (the "Outside Directors") had terminated the employment of
Richard E. Kerley, Chairman of the Board and Chief Executive Officer and Nelson
A. Barber, Senior Vice President and Treasurer.
On December 16, 1997, the Company retained a crisis management firm and
counsel to the Outside Directors retained an independent accounting firm to
conduct a forensic review of the of the Company's accounting practices. On
December 18, 1997, Neal F. Finnegan resigned as a director of the Company. On
December 19, 1997, the Board of Directors held a special meeting and appointed a
Special Committee (the "Special Committee") comprised of the Outside Directors.
The Nasdaq Stock Market ("Nasdaq") suspended trading in shares of the
Company's common stock on December 12, 1997. In early 1998, Nasdaq commenced a
proceeding to delist the common stock from trading. The Company promptly
appealed Nasdaq's determination, resulting in a stay of the proceeding pending a
hearing held on February 5, 1998. On March 3, 1998, trading in the Company's
common stock recommenced.
Counsel to the Special Committee met with representatives of the Securities
and Exchange Commission (the "SEC") on January 12, 1998, at which time the SEC
indicated it was pursuing an informal investigation. In February 1998, the SEC
issued a formal order of investigation.
On January 21, 1997, Mr. Kerley resigned as a director of the Company.
Between December 15, 1997 and February 28, 1998, thirteen purported class
action lawsuits were filed in the United States District Court for the District
of Connecticut against the Company and certain of its officers and/or directors.
On or about January 30, 1998, the Company was named as a defendant in an action
arising out of the issuance and sale in October
12
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
1997 of $175 million in the aggregate principal amount of the Company's 5%
Convertible Subordinated Notes due 2004. The plaintiffs allegedly purchased
Convertible Notes in the aggregate principal amount of $7.5 million. The
complaint alleges, among other things, that the Offering Memorandum prepared by
the Company in connection with the offering contained materially false
information. The complaint asserts various claims against the Company,
including claims alleging violations of Section 10(b), 18(a) and 20(a) of the
Securities Exchange Act of 1934 and various rules promulgated thereunder, as
well as fraud and negligent misrepresentation. The relief sought by plaintiffs
includes damages, including the alleged difference in the value of the
Convertible Notes when purchased and their actual value, or alternatively
rescission of their purchase of the Convertible Notes, plus interest, costs and
disbursements, and attorneys' fees. The Company is currently reviewing these
complaints. The Company is currently unable to determine the potential affect
of these lawsuits on its financial condition, results of operations, or cash
flows.
In connection with the Company's private offering of the Convertible Notes,
the Company had agreed to file a shelf Registration Statement, which would cause
the Convertible Notes to be freely tradable. As a result of the need to restate
the financial statements, the Company has been unable to file the shelf
Registration Statement and, therefore, is obligated to pay liquidated damages on
the Convertible Notes, from January 25, 1998, in the amount of $. 05 per week
per thousand dollar principal amount, subject to increase every quarter up to a
maximum amount of approximately 1.3% per annum.
In connection with the inquiry and restatement described above, the Company
expects to incur costs of approximately $10 million to cover (i) the write-off
of deferred debt costs in connection with the Credit Facility which is no longer
available to the Company (see Note 4), (ii) the costs of legal, accounting and
crisis management fees, and (iii) the cost of rescinding the 10 year lease that
was signed in October 1997 for the relocation of its corporate headquarters.
Such costs are to be incurred in the fourth quarter of 1997 and throughout 1998.
The Company announced on February 11, 1998 that it had engaged Price
Waterhouse LLP as its independent auditor for the fiscal year ended December 31,
1997. Price Waterhouse replaced Deloitte & Touche LLP, who had served as the
Company's independent auditors since 1985.
10. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to the issuance of the Company's June 26, 1996 Consolidated
Financial Statements, the Company's management determined that (i) certain
overhead expenses had been improperly capitalized; (ii) insufficient reserves
and accruals had been recorded, including inappropriate purchase accounting
reserves; (iii) certain non-performing assets had not been written-off; (iv)
improper revenue recognition had been used in regards to certain contracts and
agreements; and (v) adjustments for the settlement of certain terminated
contracts were not recorded.
As a result, the Company's financial statements as of June 26, 1996 and
December 24, 1995 and for the three months and six months ended June 26, 1996
and June 28, 1995 have been restated from the amounts previously reported to (i)
reflect certain items previously improperly capitalized as period costs; (ii)
adjust previously recorded reserves and accruals for certain items; (iii)
write-off certain non-performing assets; (iv) properly recognize revenue related
to certain contracts and agreements; and (v) record adjustments for the
settlement of certain terminated contracts.
13
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
The summary of the significant effects of the restatement is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------
JUNE 26, 1996 JUNE 28, 1995
------------- -------------
AS AS
PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $25,804 $26,336 $20,090 $20,071
Cost of Sales 23,390 23,934 18,422 18,385
Gross Profit 2,414 2,402 1,668 1,686
General and administrative expenses 1,241 3,402 923 2,743
Income/(loss) from operations 1,173 (`1,000) 745 (1,057)
Interest expense, net 755 751 633 683
Income/(loss) before tax provision (benefit) 418 (1,751) 112 (1,740)
Tax provision/(benefit) 167 (517) 38 (634)
Net income/(loss) 251 (1,234) 74 (1,106)
Net income/(loss) available to common stockholders (9) (1,494) 72 (1,108)
Income/(loss) per share of common stock -- (.63) .02 (.54)
<CAPTION>
SIX MONTHS ENDED
------------------------------------------------------
JUNE 26, 1996 JUNE 28, 1995
------------- -------------
AS AS
PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $49,964 $51,266 $43,519 $43,481
Cost of Sales 45,020 46,227 39,717 39,798
Gross Profit 4,944 5,039 3,802 3,683
General and administrative expenses 2,577 6,393 2,013 5,236
Income/(loss) from operations 2,367 (1,354) 1,789 (1,553)
Interest expense, net 1,522 1,817 1,329 1,430
Income/(loss) before tax provision (benefit) 845 (3,171) 460 (2,983)
Tax provision/(benefit) 336 (936) 178 (1,087)
Net income/(loss) 509 (2,235) 282 (1,896)
Net income/(loss) available to common stockholders (791) (3,535) 208 (1,970)
Income/(loss) per share of common stock (.22) (1.60) .07 (.96)
</TABLE>
14
<PAGE>
FINE HOST CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED AND AS RESTATED, SEE NOTE 10)
<TABLE>
<CAPTION>
AS OF JUNE 26, 1996 AS OF DECEMBER 27, 1995
------------------- -----------------------
AS AS
PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash and equivalents $ 812 $ 962 $ 634 $ 634
Accounts receivable 9,624 8,432 7,548 6,782
Notes receivable 554 554 520 520
Inventories 2,631 2,740 2,099 2,099
Prepaid expenses and other current assets 1,580 653 1,893 1,330
Total current assets 15,201 13,341 12,694 11,365
Contract rights, net 18,349 11,935 12,866 6,316
Fixtures and equipment, net 17,366 14,703 15,829 13,271
Notes receivable 1,723 1,717 1,391 1,386
Excess of cost over fair value of net assets acquired,
net 17,250 17,297 13,406 13,591
Other assets 6,427 3,575 4,395 3,059
Total assets 76,316 62,567 60,581 48,988
Accounts payable and accrued expenses 16,096 18,877 12,467 14,383
Current portion of long-term debt - 264 2,981 2,981
Current portion of subordinated debt 1,208 1,208 1,745 1,745
Total current liabilities 17,304 20,349 17,193 19,109
Deferred income taxes 7,820 3,453 6,421 3,387
Long-term debt 5,484 6,276 15,326 15,326
Subordinated debt 3,705 3,705 8,879 8,879
Total liabilities 34,313 33,783 47,819 46,701
Stock warrants - - 1,380 1,380
Additional paid-in capital 40,305 40,305 8,933 8,933
Retained earnings (accumulated deficit) 1,826 (11,393) 2,617 (7,858)
Total stockholders' equity 42,003 28,784 11,382 907
Total liabilities and stockholders' equity 76,316 62,567 60,581 48,988
</TABLE>
15
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The Company was formed in 1985 and has grown to become a leading provider
of food and beverage concession and catering services to more than 190
facilities in 31 states. The Company targets four distinct markets within the
contract food service industry: the recreation and leisure market ("Recreation
and Leisure"), serving arenas, stadiums, amphitheaters, civic centers and other
recreational facilities; the convention center market ("Convention Centers");
the educational facilities market ("Education"), which the Company entered in
1994, serving colleges, universities and public and private schools; and the
corporate dining market ("Corporate Dining"), which the Company entered in 1994,
serving corporate cafeterias, office complexes and manufacturing plants.
The matters discussed in this Form 10-Q contain forward looking statements
that involve risks and uncertainties including risks associated with the food
service industry and other risks detailed from time to time in the Company's
filing with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
financial data as a percentage of the Company's net sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 26, JUNE 28, JUNE 26, JUNE 28,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 90.9 91.6 90.2 91.5
----- ----- ----- -----
Gross profit 9.1 8.4 9.8 8.5
General and administrative expenses 12.9 13.7 12.5 12.0
----- ----- ----- -----
Loss from operations (3.8) (5.3) (2.7) (3.5)
Interest expense, net 2.9 3.4 3.5 3.3
----- ----- ----- -----
Loss before tax benefit (6.7) (8.7) (6.2) (6.8)
Tax benefit (2.0) (3.2) (1.8) (2.5)
----- ----- ----- -----
Net loss (4.7)% (5.5)% (4.4)% (4.3)%
----- ----- ----- -----
----- ----- ----- -----
The following table sets forth net sales attributable to the Company's
principal operating markets, expressed in dollars (in thousands) and as a
percentage of total net sales:
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------------------------- --------------------------------------------------
JUNE 26, JUNE 28, JUNE 26, JUNE 28,
1996 1995 1996 1995
----------------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Recreation and Leisure $ 7,552 28.7% $ 8,603 42.9% $14,430 28.1% $18,145 41.8%
Convention Centers 9,084 34.5 8,210 40.9 21,709 42.3 17,839 41.0
Education 5,049 19.2 1,285 6.4 8,117 15.8 3,138 7.2
Corporate Dining 2,139 8.1 1,973 9.8 4,498 8.8 4,359 10.0
Other 2,512 9.5 - - 2,512 5.0 - -
------- ----- ------- ----- ------- ----- ------- -----
Total $26,336 100.0% $20,071 100.0% $51,266 100.0% $43,481 100.0%
======= ===== ======= ===== ======= ===== ======= =====
</TABLE>
16
<PAGE>
THREE MONTHS ENDED JUNE 26, 1996 COMPARED TO THREE MONTHS ENDED JUNE 28, 1995
NET SALES. The Company's net sales increased 31%, from $20.1 million for
the three months ended June 28, 1995 to $26.3 million for the three months ended
June 26, 1996. Net sales increased in all market areas, except Recreation and
Leisure. Recreation and Leisure net sales decreased 12%, primarily because of a
decrease in attendance at the Florida Marlins major league baseball games and
the decision by a private tenant of one of the Company's clients to build a new
facility and self-operate its food service. Net sales from Convention Centers
increased 10.6% primarily as a result of increased sales from existing contracts
and the impact of new contracts. Net sales in Education and Corporate Dining
increased 120%, primarily as a result of the impact of the acquisition of
Northwest in July 1995 and Sun West in March 1996.
GROSS PROFIT. Gross profit as a percentage of net sales increased to 9.1%
for the three months ended June 26, 1996 from the 8.4% achieved for the
comparable 1995 period. The increase was primarily from purchasing efficiencies
realized from an expanded base of business.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $2.7 million (or 13.7% of net sales) for the three months ended
June 28, 1995 to $3.4 million (or 12.9% of net sales) for the three months ended
June 26, 1996. The increase was attributable primarily to the continued
investment in regional staff, accounting personnel and training to support the
Company's growing base of business. In addition, there were significant
expenses relating to the performance of duplicate functions by personnel at
Northwest and Sun West. A portion of these costs were eliminated at the end of
1996 and throughout 1997, with the remainder expected to be eliminated in the
first half of 1998.
OPERATING LOSS. Operating loss decreased 5%, from $1.1 million for the
three months ended June 28, 1995 to $1.0 million for the three months ended June
26, 1996, primarily as a result of the increase in gross profit.
INTEREST EXPENSE. Interest expense increased approximately $68,000 for the
three months ended June 26, 1996, due primarily to increased debt levels
incurred to finance investments in both new accounts and acquisitions.
SIX MONTHS ENDED JUNE 26, 1996 COMPARED TO SIX MONTHS ENDED JUNE 28, 1995
NET SALES. The Company's net sales increased 17.8%, from $43.5 million for
the six months ended June 28, 1995 to $51.3 million for the six months ended
June 26, 1996. Net sales increased in all market areas, except Recreation and
Leisure. Recreation and Leisure net sales decreased 20%, primarily for the
reasons mentioned above. Net sales from Convention Centers increased 22%
primarily as a result of increased sales from existing contracts and the impact
of new contracts. Net sales in Education and Corporate Dining increased 68%,
resulting from the impact of the acquisition of Northwest in July 1995 and Sun
West in March 1996.
GROSS PROFIT. Gross profit as a percentage of net sales increased to 9.8%
for the six months ended June 26, 1996 from the 8.5% achieved for the comparable
1995 period. The increase was primarily from purchasing efficiencies realized
from an expanded base of business.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased from $5.2 million (or 12% of net sales) for the six months ended June
28, 1995 to $6.4 million (or 12.5% of net sales) for the six months ended June
26, 1996. The increase was attributable primarily to the continued investment
in regional staff, accounting personnel and training to support the Company's
growing base of business. In addition, there were significant expenses relating
to the performance of duplicate functions by personnel at Northwest and Sun
West. A portion of these costs were eliminated at the end of 1996 and
throughout 1997, with the remainder expected to be eliminated in the first half
of 1998.
17
<PAGE>
OPERATING LOSS. Operating loss decreased 13% from $1.6 million for the six
months ended June 28, 1995 to $1.4 million for the six months ended June 26,
1996, primarily as a result of the increase in gross profit.
INTEREST EXPENSE. Interest expense increased approximately $387,000 for
the six months ended June 26, 1996, due primarily to increased debt levels
incurred to finance investments in both new accounts and acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its capital requirements from a combination of debt
and equity financing.
EBITDA was $340,000 and $251,000 for the six months ended June 26, 1996 and
June 28, 1995, respectively. EBITDA represents earnings before interest
expense, income tax expense and depreciation and amortization. EBITDA is not a
measurement in accordance with GAAP and should not be considered an alternative
to, or more meaningful than, income from operations, net income or cash flows as
defined by GAAP or as a measure of the Company's profitability or liquidity.
Cash flows used in investing activities was approximately $6.5 million for
the six months ended June 26, 1996, versus net cash provided by investing
activities of $181,000 for the six months ended June 28, 1995. In fiscal 1996,
$3.2 million was used in connection with the Sun West acquisition and $3.8
million was used for contract investments, including $700,000 for additions to
fixed assets.
On June 19, 1996, the Company sold 2,890,218 shares of its common stock in
an initial public offering at a price of $12.00 per share, resulting in net
proceeds of approximately $31.1 million after deducting underwriting discounts
and expenses related to the offering. The Company used the net proceeds to
repay obligations under the Company's credit facility and certain subordinated
notes. On July 19, 1996, pursuant to the terms of the over-allotment option
issued to the underwriters of the Company's initial public offering, the Company
sold an additional 174,500 shares of the Company's common stock at the initial
public offering price of $12.00 per share, resulting in net proceeds of
approximately $1.5 million after deducting underwriting discounts and expenses
related to the offering.
In connection with the Company's offering, the Company's credit facility
was amended and restated on June 19, 1996 ( the "Credit Facility"). The Credit
Facility provides for (i) a working capital revolving credit line for general
obligations and letters of credit, in the maximum aggregate amount of $20.0
million and (ii) a line of credit to provide for future expansion by the
Company, in the maximum amount of $55.0 million. The maximum aggregate
allowable borrowings under the Credit Facility is $75.0 million. The Credit
Facility terminates on April 30, 1999.
As of June 26, 1996, the Company believed that the proceeds of the
offering, internally generated funds and amounts available under the Credit
Facility were sufficient to satisfy the Company's then anticipated capital
requirements.
At December 27, 1995 and June 26, 1996 the Company's current liabilities
exceeded its current assets, resulting in a working capital deficit of $7.7
million and $7.0 million, respectively.
On July 16, 1996, the Company signed a non-binding Letter of Intent to
purchase all of the issued and outstanding common stock of a contract food
service provider operating primarily at Education facilities. The estimated
annual revenues are $12.0 million. The proposed purchase price is estimated to
be $3.5 million consisting of both cash and common stock of the Company.
18
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibits:
11 Computations of Per Share Loss
27 Financial Data Schedule
19
<PAGE>
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.
Fine Host Corporation
By: /s/ Catherine B. James
---------------------------------------------------------
Catherine B. James
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
Date: March 24, 1998
20
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
11 Computations of Per Share Loss
27 Financial Data Schedule
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
FINE HOST CORPORATION
COMPUTATION OF PER SHARE LOSS
(IN THOUSANDS)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ -------------------------
JUNE 26, JUNE 28, JUNE 26, JUNE 28,
1996 1995 1996 1995
-------- -------- -------- --------
(as restated) (as restated)
<S> <C> <C> <C> <C>
Loss applicable to Common Stock $(1,234) $(1,106) $(2,235) $(1,896)
Stock warrant accretion (260) (2) (1,300) (74)
------- ------- ------- -------
Net loss attributable to Common
Stockholders $(1,494) $(1,108) $(3,535) $(1,970)
======= ======= ======= =======
Weighted average number of common shares
outstanding 2,378 2,048 2,213 2,048
Average convertible Preferred shares
outstanding - - - -
Assumed conversion of:
$4.93 Warrants - - - -
$.01 Warrants - - - -
$4.93 Options - - - -
$6.43 Options - - - -
$7.14 Options - - - -
$12.00 Options - - - -
Average number of shares of Common Stock
outstanding 2,378 2,048 2,213 2,048
======= ======= ======= =======
Net loss per share $ (.63) $ (.54) $ (1.60) $ (.96)
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT FOR THE SIX MONTHS ENDED JUNE 26, 1996 FOR FINE HOST
CORPPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001011584
<NAME> FINE HOST CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-25-1996
<PERIOD-START> DEC-28-1995
<PERIOD-END> JUN-26-1996
<CASH> 962
<SECURITIES> 0
<RECEIVABLES> 8,452
<ALLOWANCES> 0
<INVENTORY> 2,740
<CURRENT-ASSETS> 13,341
<PP&E> 20,154
<DEPRECIATION> 5,451
<TOTAL-ASSETS> 62,567
<CURRENT-LIABILITIES> 20,349
<BONDS> 0
0
0
<COMMON> 61
<OTHER-SE> 40,305
<TOTAL-LIABILITY-AND-EQUITY> 62,567
<SALES> 51,266
<TOTAL-REVENUES> 51,266
<CGS> 46,227
<TOTAL-COSTS> 46,227
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,817
<INCOME-PRETAX> (3,171)
<INCOME-TAX> (936)
<INCOME-CONTINUING> (1,354)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,535)
<EPS-PRIMARY> (1.60)
<EPS-DILUTED> (1.60)
</TABLE>
