<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
COMMISSION FILE NUMBER : 0001068152
THE J.H. HEAFNER COMPANY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-0754594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2105 WATER RIDGE PARKWAY, SUITE 500, CHARLOTTE, NORTH CAROLINA 28217
(Address of principal executive offices, including zip code)
(704) 423-8989
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
As of November 12, 1998, there were 5,091,667 shares of the registrant's
common stock outstanding.
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<PAGE> 2
THE J.H. HEAFNER COMPANY, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(Unaudited) -- September 30, 1998 and December 31,
1997.................................................. 2
Condensed Consolidated Statements of Operations
(Unaudited) -- Three and Nine Months Ended September
30, 1998 and 1997..................................... 3
Condensed Consolidated Statements of Cash Flows
(Unaudited) -- Three and Nine Months Ended September
30, 1998 and 1997..................................... 4
Notes to Condensed Consolidated Financial Statements
(Unaudited) -- Three and Nine Months Ended September
30, 1998 and 1997..................................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk............................................... 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................. 13
Item 6. Exhibits and Reports on Form 8-K................... 14
Signatures.................................................. 15
</TABLE>
<PAGE> 3
THE J. H. HEAFNER COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash........................................................ $ 4,252 $ 2,502
Accounts receivable, less allowance for doubtful accounts of
$1,701 and $400........................................... 110,989 31,809
Inventories, net............................................ 124,536 41,529
Deferred tax assets......................................... 9,917 2,102
Prepaid expenses and other current assets................... 1,915 1,086
-------- --------
Total current assets.............................. 251,609 79,028
-------- --------
Property and equipment, net................................. 41,848 25,991
Goodwill, net............................................... 105,543 34,978
Other assets................................................ 9,792 4,856
Other intangible assets..................................... 9,075 0
Deferred tax assets......................................... 1,179 1,655
-------- --------
$419,046 $146,508
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $167,183 $ 43,457
Accrued expenses............................................ 35,506 12,410
Current maturities of long-term debt........................ 5,416 2,579
-------- --------
Total current liabilities......................... 208,105 58,446
Long-term debt.............................................. 110,666 15,161
Revolving credit facility................................... 55,142 31,949
Other liabilities........................................... 13,081 5,687
Subordinated debt........................................... 0 14,969
Redeemable Preferred stock series A -- 4% cumulative, 7,000
shares authorized, issued and outstanding................. 7,000 7,000
Redeemable Preferred stock series B -- Variable rate
cumulative, 4,500 shares authorized, issued and
outstanding............................................... 4,500 4,500
Warrants.................................................... 1,137 1,137
Commitments and contingencies............................... 0 0
STOCKHOLDERS' EQUITY:
Class A Common Stock -- Par value of $.01 per share;
authorized 10,000,000 shares; 3,691,000 shares issued and
outstanding............................................... 37 37
Class B Common Stock -- Par value of $.01 per share;
authorized 20,000,000 and 0; 1,400,667 and 0 shares issued
and outstanding........................................... 14 0
Additional paid-in capital.................................. 22,200 7,255
Notes receivable from stock sales........................... (177) (247)
Retained earnings (deficit)................................. (2,659) 614
-------- --------
19,415 7,659
-------- --------
$419,046 $146,508
======== ========
</TABLE>
See notes to unaudited condensed consolidated financial statements.
2
<PAGE> 4
THE J. H. HEAFNER COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30
------------------- -------------------
1998 1997 1998 1997
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales............................................. $245,272 $ 95,990 $488,451 $223,367
Cost of goods sold.................................... 191,904 70,793 374,035 170,470
-------- -------- -------- --------
Gross profit................................ 53,368 25,197 114,416 52,897
General, selling and administrative expenses.......... 48,576 23,042 105,838 49,170
Special charges (Note 6).............................. 0 0 1,409 0
-------- -------- -------- --------
Income from operations...................... 4,792 2,155 7,169 3,727
Other income (expense):
Interest expense.................................... (4,042) (1,170) (8,328) (2,842)
Interest income..................................... 161 145 491 444
Other expense....................................... (234) (198) (768) (511)
-------- -------- -------- --------
Net income (loss) from operations before income taxes
and extraordinary charge............................ 677 932 (1,436) 818
(Provision) benefit for income taxes............. (267) (344) 570 (296)
-------- -------- -------- --------
NET INCOME (LOSS) FROM OPERATIONS BEFORE EXTRAORDINARY
CHARGE.............................................. 410 588 (866) 522
Extraordinary charge from early extinguishment of
debt, net of income tax benefits of $1,466 (Note
7).................................................. 0 0 (2,198) 0
-------- -------- -------- --------
Net income (loss)..................................... $ 410 $ 588 $ (3,064) $ 522
======== ======== ======== ========
</TABLE>
See notes to unaudited condensed consolidated financial statements.
3
<PAGE> 5
THE J. H. HEAFNER COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income......................................... $ 410 $ 588 $ (3,064) $ 522
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities, net of the
ITCO merger, CPW acquisition and the Winston
acquisition--
Depreciation and amortization......................... 4,330 1,657 8,359 3,206
Extraordinary charge.................................. 0 0 2,198 0
Special charge........................................ 0 0 1,409 0
Deferred taxes........................................ 32 (408) (120) (744)
Loss on sale of property and equipment................ 3 (38) 285 (20)
Change in assets and liabilities:
Accounts receivable, net............................ (6,754) (2,198) (15,061) (6,045)
Prepaid expenses and other current assets........... 696 486 997 177
Inventories, net.................................... (1,889) 1,923 (2,084) (3,214)
Accounts payable and accrued expenses............... 7,670 1,944 5,440 8,346
Other............................................... (167) (876) 1,097 569
-------- -------- -------- --------
Net cash provided by (used in) operating
activities..................................... 4,331 3,078 (544) 2,797
-------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of CPW, net of cash acquired................ 0 0 (36,086) 0
Acquisition of ITCO, net of cash acquired............... 0 0 (16,138) 0
Acquisition of Winston, net of cash acquired............ 0 0 0 (42,194)
Purchase of property and equipment...................... (3,957) (1,116) (5,862) (3,965)
Proceeds from sale of property and equipment............ 14 156 898 217
-------- -------- -------- --------
Net cash used in investing activities............ (3,943) (960) (57,188) (45,942)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt................ $ 0 $ 0 $100,000 $ 28,000
Principal payments on long-term debt.................... (477) (402) (28,764) (9,623)
Cash paid for financing costs........................... (306) (6,691) (2,378)
Net proceeds (payments) from revolving credit facility
and other notes....................................... 837 (2,719) (4,854) 19,487
Proceeds from issuance of preferred stock............... 0 0 0 11,500
Cash dividends paid..................................... (69) (69) (209) (1,081)
Cash paid for stock repurchase.......................... 0 0 0 (2,708)
-------- -------- -------- --------
Net cash provided by financing activities........ (15) (3,190) 59,482 43,197
-------- -------- -------- --------
Net increase (decrease) in cash......................... 373 (1,072) 1,750 52
Cash, beginning of period............................... 3,879 2,130 2,502 1,006
-------- -------- -------- --------
Cash, end of period..................................... $ 4,252 $ 1,058 $ 4,252 $ 1,058
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash payments for interest............................ $ 926 $ 511 $ 4,443 $ 4,028
Cash payments for income taxes........................ 79 0 692 0
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
In connection with the issuance of subordinated debt in 1997, the Company issued detachable warrants,
which resulted in a discount on the senior subordinated debt in the amount of $1,137.
In May 1998, the Company issued 1,400,667 shares of Class B Common Stock with an estimated value of
$14,960.
In connection with the CPW acquisition, the Company entered into noncompete agreements in the amount of
$7,400 and stay put agreements in the amount of $2,600.
</TABLE>
See notes to unaudited condensed consolidated financial statements.
4
<PAGE> 6
THE J. H. HEAFNER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS)
1. ORGANIZATION:
The J.H. Heafner Company, Inc. (the Company), a North Carolina corporation,
is engaged in the wholesale distribution of tires and tire accessories and the
operation of retail tire and auto service stores. In May 1997, the Company
acquired all outstanding shares of common stock of Oliver and Winston, Inc.
(Winston), a California-based operation of 192 retail tire and automotive
service centers in California and Arizona. In May 1998, the Company merged with
ITCO Logistics Corporation and Subsidiaries (ITCO), a wholesaler of tires and
related accessories in the eastern part of the United States. Concurrent with
the ITCO merger, the Company acquired all outstanding shares of common stock of
The Speed Merchant, Inc. (CPW), a wholesaler and retailer of tires, parts and
accessories located in California and Arizona.
2. BASIS OF PRESENTATION:
The unaudited condensed consolidated balance sheet as of September 30,
1998, and the condensed consolidated statements of operations and cash flows for
the three months ended and the nine months ended September 30, 1998 and 1997,
have been prepared by the Company and have not been audited. In the opinion of
management, all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation of the financial position of the Company, the
results of its operations and cash flows have been made.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's consolidated financial statements for the fiscal year ended December
31, 1997.
The results of the operations for the three months and the nine months
ended are not necessarily indicative of the operating results for the full
fiscal year.
3. COMMON STOCK:
On May 12, 1998, the Company's Board of Directors amended their Articles of
Incorporation to create two classes of common stock. At September 30, 1998, the
Company has authorized for issuance 10,000,000 shares that have been designated
Class A Common Stock (the Class A Common Stock) and 20,000,000 shares that have
been designated Class B Common Stock (the Class B Common Stock).
Class A Common Stock and Class B Common Stock have equal rights related to
dividends and distributions and liquidation, dissolution or winding up. However,
Class A Common Stock is entitled to 20 votes per share and Class B Common Stock
is entitled to one vote per share.
Class B Common Stock shall automatically convert into one share of Class A
Common Stock without the requirement of any further action on the part of the
Corporation or it stockholders upon the earliest of (i) an initial public
offering of the Class A Common Stock in connection with the registration of the
Class A Common Stock under the Securities Act of 1933, as amended (ii) the
occurrence of any condition or event which results in the acceleration of the
maturity of the indebtedness evidenced by the Debt Documents, or (iii) an order
for relief under Title 11 of the United States Code is entered against the
Company.
4. ACQUISITIONS:
In May 1998, the Company completed the following business combinations,
both of which were accounted for by the purchase method. Accordingly, results of
operations for the acquired businesses have been included in the condensed
consolidated statement of operations from the May 20, 1998, acquisition date. A
preliminary allocation of the purchase price has been recorded in the
accompanying condensed consolidated financial statements as of September 30,
1998, based on management's best estimate of assets acquired and liabilities
assumed.
5
<PAGE> 7
THE J. H. HEAFNER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS) -- CONTINUED
ITCO Merger
On May 20, 1998, the Company acquired all of the common stock of ITCO for
$18,000 in cash and 1,400,667 newly issued shares of the Company's Class B
Common Stock with an appraised value of approximately $14,959. The excess of the
purchase price over the net tangible assets acquired (goodwill) was $45,016,
which is being amortized over 15 years.
A summary of the purchase price and related preliminary purchase allocation
for the ITCO Merger follows:
<TABLE>
<S> <C>
AGGREGATE PURCHASE PRICE
Cash paid to holders of ITCO common and preferred stock..... $18,000
Appraised fair value of Class B Common Stock issued in
connection with the ITCO Merger (1,400,667 shares at
$10.68 per share)......................................... 14,959
Severance, facility closing expenses and other exit costs
incurred in connection with the ITCO Merger............... 4,380
Amount payable upon settlement of ITCO stock appreciation
rights.................................................... 1,390
Financial advisors, accounting, legal and other direct
acquisition costs......................................... 929
-------
Aggregate purchase price.......................... $39,658
=======
PRELIMINARY ALLOCATION OF PURCHASE PRICE
Aggregate purchase price.................................... $39,658
Less net book value of assets acquired.................... (7,152)
-------
Excess of cost over net book value of assets acquired....... 32,506
Adjustments to record assets and liabilities at fair market
value:
Deferred tax asset........................................ (1,944)
Goodwill (historical)..................................... 13,963
Other..................................................... 491
-------
Total adjustments................................. 12,510
-------
Goodwill.................................................... $45,016
=======
</TABLE>
In connection with the ITCO merger, the Company recorded a $4,380 liability
for estimated costs related to employee severance, facilities closing expense
and other related exit costs in accordance with EITF 95-3, "Recognition of
Liabilities in Connection with a Purchase Business Combination." Charges of
approximately $42 were made against the reserve as of September 30, 1998.
CPW Acquisition
On May 20, 1998, the Company acquired all of the outstanding common stock
of CPW for $45,000 in cash, of which $35,000 was paid on May 20, 1998, with
$7,400 payable in installments over five years in consideration for noncompete
agreements and $2,600 payable in the form of contingent payments to CPW
stockholders. The excess purchase price over the net tangible assets acquired
was allocated to goodwill ($29,156) which is being amortized over a 15 year
period, and $10,000 to other intangible assets which are being amortized over a
two to five year period.
6
<PAGE> 8
THE J. H. HEAFNER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS) -- CONTINUED
A summary of the purchase price and related preliminary purchase allocation
for the CPW acquisition follows:
<TABLE>
<S> <C>
AGGREGATE PURCHASE PRICE
Cash paid to CPW Stockholders............................... $35,000
Amount payable for non-compete agreement and other deferred
payments.................................................. 10,000
Cash paid for repayment of debt............................. 976
Severance, facility closing expenses and other costs
incurred in connection with the CPW acquisition........... 862
Financial, accounting, legal and other direct acquisition
costs..................................................... 633
-------
Aggregate purchase price.......................... $47,471
=======
PRELIMINARY ALLOCATION OF PURCHASE PRICE
Aggregate purchase price.................................... $47,471
Less -- Net book value of assets acquired................. (9,472)
-------
Excess of cost over net book value of assets acquired....... 37,999
Less adjustments to record assets and liabilities at fair
market value:
Inventory................................................. 1,018
Other current assets...................................... (22)
Noncompete agreement and other deferred payments.......... (10,000)
Other assets.............................................. 267
Deferred tax assets....................................... (1,353)
Accounts payable.......................................... 276
Accrued expenses.......................................... 971
-------
Total adjustments................................. (8,843)
-------
Goodwill.................................................... $29,156
=======
</TABLE>
In connection with the CPW acquisition, the Company recorded an $862
liability for estimated costs related to employee severance, facilities closing
expense and other related exit costs in accordance with EITF 95-3 "Recognition
of Liabilities in Connection with a Purchase Business Combination." Charges of
approximately $10 were made against the reserve as of September 30, 1998.
The following unaudited pro forma results of operations give effect to the
acquisitions of Winston, ITCO and CPW as if they had occurred on January 1,
1997. These pro forma results have been prepared for comparative purposes only
and do not purport to be indicative of the results of operations which would
have resulted had the acquisitions occurred on January 1, 1997, or which may
result in the future.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------
1998 1997
-------- --------
<S> <C> <C>
Net sales................................................... $698,539 $628,571
Income (loss) from continuing operations before
extraordinary charge...................................... (4,729) (7,713)
Net income (loss)........................................... (6,927) (7,713)
</TABLE>
7
<PAGE> 9
THE J. H. HEAFNER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS) -- CONTINUED
5. LONG-TERM DEBT:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Senior notes payable, interest due semiannually at 10.0%,
commencing on November 15, 1998, due May 2008............ $100,000 $ 0
$12,000 term loan with a bank, payable in monthly principal
installments of $143 beginning June 1, 1997, with the
final installment for the remaining balance due on May 7,
2002..................................................... 0 11,000
Unsecured note payable to a supplier, due in 24 monthly
principal installments commencing January 15, 2000.
Interest accrues at prime and is payable annually
commencing January 15, 1999. Interest payable can be
adjusted downward or eliminated, based on achievement of
annual purchase requirements............................. 4,000 4,000
Installment notes payable to suppliers, due through 1999,
bearing no interest; collateralized by inventories
purchased from supplier.................................. 1,917 0
Other...................................................... 10,165 2,740
-------- --------
116,082 17,740
Less--Current Maturities................................... 5,416 2,579
-------- --------
$110,666 $ 15,161
======== ========
</TABLE>
Revolving Bank Credit Facility:
On May 20, 1998, the Company replaced its existing loan and security
agreement with a new credit facility that provides for a senior secured
revolving credit facility (the Revolver), which may be borrowed in the aggregate
principal amount of up to $100,000 (of which up to $10,000 may be utilized in
the form of letters of credit). At the closing date of the ITCO merger and CPW
acquisition, $48,054 was borrowed under the Revolver.
The Revolver has a five-year term expiring in May 2003, extendable by the
Company and the banks for an additional five years. Indebtedness under the new
credit facility bears interest, at the Company's option, (i) at the Base Rate,
as defined, plus the applicable margin or (ii) at the Eurodollar Rate, as
defined, plus the applicable margin. The applicable margin for base rate loans
will be 0.25% and the applicable margin for Eurodollar Rate Loans will be 1.75%,
subject in each case to performance based step-downs.
The Company is required to pay commitment fees on the committed undrawn
amount of the Revolver, and a fronting fee to the issuer of letters of credit.
The Company has also agreed to pay certain other fees and expenses of the
Lenders and the Agent.
The Revolver requires the Company to maintain a minimum level of net worth
and loan availability and contains certain covenants which, among other things,
restrict the ability of the Company to incur additional indebtedness; enter into
guaranties; make loans and investments; make capital expenditures; declare
dividends; engage in mergers, consolidations and asset sales; enter into
transactions with affiliates; create liens and encumbrances; enter into
sale/leaseback transactions; modify material agreements; and change the business
it conducts.
The Company's obligations under the Revolver are secured by all of the
inventory and accounts receivable of the Company.
8
<PAGE> 10
THE J. H. HEAFNER COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS EXCEPT SHARE AMOUNTS) -- CONTINUED
Senior Notes Offering:
On May 15, 1998, the Company sold $100,000 of Senior Notes due May 15,
2008, resulting in net proceeds of approximately $97,000. The Senior Notes have
an annual coupon of 10% and are redeemable at the Company's option, in whole or
in part, at any time, on or after May 15, 2003, at certain redemption prices. In
addition, the Company may redeem up to 35% of the original principal amount of
the Notes at 110% of par with one or more public equity offerings. Interest on
the Senior Notes is payable semiannually on May 15 and November 15 of each year
beginning on November 15, 1998.
The Indenture contains certain covenants that, among other things, limits
the ability of the Company to incur indebtedness, make restricted payments, make
certain distributions, sell assets and subsidiary stock, enter into certain
affiliate transactions, sell or issue of capital stock of restricted
subsidiaries, incur liens, enter into sale/leaseback transactions, and engage in
mergers and consolidations.
Proceeds from the Revolver and the Senior Notes were used to finance the
$18,000 cash portion of the ITCO merger and the $35,000 cash portion of the CPW
acquisition. Proceeds were also used to repay $86,792 of existing long-term
indebtedness of Heafner and ITCO and to pay approximately $8,000 of transaction
fees and expenses.
6. SPECIAL CHARGE:
In the second quarter of 1998, the Company recorded a special charge of
$1,409, related to the restructuring of its southeast wholesale business, which
includes the closing of 13 distribution centers commencing in the third quarter.
The second quarter charges include lease commitments for certain distribution
centers, asset writedowns, severance and employee related costs and costs to
shut down certain facilities.
7. EXTRAORDINARY CHARGE:
The Company recorded an extraordinary charge in May 1998 related to the
early extinguishment of debt resulting in a noncash write-off of deferred
financing fees and unamortized discounts of subordinated debt of $1,691, net of
applicable income tax benefits of $1,128. The Company also had pre-payment
penalties associated with the extinguishment of debt that resulted in a cash
charge of $507, net of applicable income tax benefits of $338.
8. SUBSIDIARY GUARANTOR FINANCIAL INFORMATION:
The senior Notes are guaranteed on a full, unconditional and joint and
several basis by all of the Company's direct subsidiaries, each of which is
wholly owned. The combined summarized information of these subsidiaries is as
follows:
<TABLE>
<CAPTION>
AS OF AND FOR THE
NINE MONTHS ENDED
SEPTEMBER 30, 1998
------------------
<S> <C>
Intercompany receivables.................................... 9,559
Other current assets........................................ 187,480
Noncurrent assets........................................... 145,797
Intercompany payables....................................... 89,057
Other current liabilities................................... 122,827
Long-term debt and liabilities.............................. 11,359
Net sales................................................... 317,629
Intercompany revenues....................................... 14,437
Costs and expenses.......................................... 304,329
Intercompany expenses....................................... --
Net (loss).................................................. (1,137)
</TABLE>
In preparation of the Company's consolidated financial statements, all
intercompany accounts were eliminated.
9
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The following discussion and analysis of the results of operations,
financial condition and liquidity of the Company should be read in conjunction
with the unaudited financial statements and the related notes thereto.
The Company acquired Winston on May 7, 1997 and CPW on May 20, 1998.
Heafner also merged with ITCO on May 20, 1998. Therefore, results for 1998
include the operations of ITCO and CPW only after May 20, 1998. Results for 1997
exclude results of ITCO and CPW, and include the operations of Winston only
after May 7, 1997.
RESULTS OF OPERATIONS
The following table sets forth each category of statements of operations
data as a percentage of net sales:
<TABLE>
<CAPTION>
QUARTER NINE MONTHS
ENDED SEPT. 30, ENDED SEPT. 30,
---------------- ----------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales................................................... 100.0% 100.0% 100.0% 100.0%
Cost of goods sold.......................................... 78.2 73.8 76.6 76.3
Gross profit................................................ 21.8 26.2 23.4 23.7
Selling, general and administrative expenses................ 19.8 24.0 22.0 22.0
Income from operations...................................... 2.0 2.2 1.5 1.7
Interest and other expense.................................. 1.7 1.3 1.8 1.3
Income (loss) from operations before benefit for income
taxes..................................................... 0.3 1.0 (0.3) 0.4
Income taxes................................................ 0.1 0.4 (0.1) 0.1
Net income (loss) before extraordinary charge............... 0.2 0.6 (0.2) 0.2
Extraordinary charge........................................ 0.0 0.0 0.4 0.0
Net income (loss)........................................... 0.2 0.6 (0.6) 0.2
</TABLE>
QUARTER ENDED SEPTEMBER 30, 1998 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1997
Net sales were $245.3 million for the quarter ended September 30, 1998, an
increase of $149.3 million, or 155.5%, from $96.0 million in the corresponding
quarter in 1997. The inclusion of sales for ITCO and CPW accounted for $137.9
million, or 92.4% of the increase in sales in 1998. The remaining increase was
due to continued strong distribution and retail sales from Heafner and Winston.
Overall sales in the third quarter continued to exceed the tire industry growth
rate.
Gross profit was $53.4 million for the quarter ended September 30, 1998, an
increase of $28.2 million, or 111.8% from $25.2 million in the quarter ended
September 30, 1997. As a percentage of net sales, gross profit was 21.8% and
26.2%, respectively, for the quarters ended September 30, 1998 and 1997. The
increase in gross profit dollars was also due to the inclusion of ITCO and CPW
financial results, which accounted for $23.3 million, or 82.6% of the gross
dollar increase. The decrease in gross margin percents was due to the higher
percentage of distribution to total sales in the 1998 period. Distribution sales
result in lower gross margins than retail sales. The percentage of distribution
sales was 82.8% and 59.3%, respectively, for the quarters ended September 30,
1998 and 1997.
Selling, general and administrative expenses were $48.6 million in the
quarter ended September 30, 1998, an increase of $25.5 million, or 110.8% from
$23.0 million in the corresponding 1997 quarter. As a percentage of net sales,
these expenses were 19.8% and 24.0%, respectively, for the quarters ended
September 30, 1998 and 1997. The inclusion of ITCO and CPW accounted for $20.8
million, or 81.6% of the increase in selling, general and administrative
expenses in the quarter ended September 30, 1998. The decrease in selling,
general and administrative costs as a percent of sales was primarily due to the
higher percentage of distribution operations in 1998, which generally have lower
selling, general and administrative expense percentages than retail operations.
10
<PAGE> 12
Interest and other expense increased from $1.2 million in the third quarter
of 1997 to $4.1 million in the current quarter. Interest expense increased as a
result of increased borrowings incurred in connection with the ITCO and CPW
transactions.
Net income for the quarter ended September 30, 1998 was $0.4 million, or
0.2% of net sales compared to net income of $0.6 million, or 0.6% of net sales
for the quarter ended September 30, 1997 as a result of the factors discussed
above.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1997
Net sales were $488.5 million for the nine months ended September 30, 1998,
an increase of $265.1 million, or 118.7%, from $223.4 million in the
corresponding period in 1997. The inclusion of sales for Winston (9 months
versus 5), ITCO (4 months), and CPW (4 months) accounted for $234.7 million, or
88.5% of the increase in sales in 1998. Most of the remaining increase was due
to extremely strong wholesale distribution sales in the first nine months of
1998, which grew by more than 17.2% during the period over the first nine months
of 1997. Strong market conditions and additional market share gains contributed
to this increase.
Gross profit was $114.4 million for the nine months ended September 30,
1998, an increase of $61.5 million, or 116.3% from $52.9 million in the nine
months ended September 30, 1997. As a percentage of net sales, gross profit was
23.4% and 23.7%, respectively, for the nine months ended September 30, 1998 and
1997. The increase in gross profit dollars was also due to the inclusion of the
acquired operations, which accounted for $51.9 million, or 84.4% of the gross
dollar increase. The slight decrease in overall gross margin in the nine months
ended September 30, 1998 was due to a higher proportion of distribution sales,
which generally result in lower margins than retail sales. The percentage of
distribution sales was 76.5% and 70.7%, respectively, for the nine months ended
September 30, 1998 and 1997.
Selling, general and administrative expenses were $107.2 million in the
nine months ended September 30, 1998, an increase of $58.1 million, or 118.1%
from $49.2 million in the corresponding 1997 period. As a percentage of net
sales, these expenses were 22.0% in both the nine months ended September 30,
1998 and 1997. The inclusion of the acquired operations accounted for $47.2
million, or 81.2% of the increase in selling, general and administrative
expenses in the nine-month period ended September 30, 1998. Slightly higher
selling and administrative costs in the Company's distribution operations offset
the higher proportion of distribution sales, which generally have lower selling,
general and administrative expense percentages than retail sales. As a result,
these expenses as a percent of net sales, remained unchanged between the two
periods.
Interest and other expense increased from $2.9 million in the first nine
months of 1997 to $8.6 million in the corresponding 1998 period. Interest
expense increased by $5.5 million in the 1998 period as a result of increased
borrowings incurred in connection with the Winston acquisition and, to a lesser
extent, the Transactions. The Company intends to close 13 duplicate distribution
centers and will incur costs relating to lease commitments, asset writedowns,
severance and employee related costs and other costs to shut down these
facilities. The Company recorded a special charge of $1.4 million in June 1998,
which was taken into account in determining income from operations, in
connection with these costs.
The results of operations for the nine months ended September 30, 1998 also
include a non-recurring extraordinary charge of $3.7 million ($2.2 million net
of taxes) for the write-off of unamortized financing expenses and discounts, and
the payment of prepayment penalties.
The net loss for the nine months ended September 30, 1998 was ($3.1)
million, or (0.6%) of net sales compared to net income of $0.5 million, or 0.2%
of net sales for the nine months ended September 30, 1997 as a result of the
factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The acquisition of Winston and CPW, and merger with ITCO, had a significant
impact on the capitalization of the Company. At September 30, 1998, the combined
indebtedness of the Company was $171.2 million compared to $64.7 million at
December 31, 1997, prior to the ITCO and CPW transactions.
11
<PAGE> 13
Financing committed by the lenders under the Company's revolving line of credit
is $100.0 million, approximately $65.1 million of which was drawn as of November
12, 1998.
The Company's principal sources of cash during the quarter and nine month
periods ended September 30, 1998 and 1997 were from operations, borrowings under
revolving credit facilities, and the issuance of long-term debt and preferred
stock in connection with the acquisition of Winston and CPW, and merger with
ITCO. Cash generated from operating activities totaled $4.3 million and $3.1
million in the quarters ended September 30, 1998 and 1997, respectively. Cash
generated from (used in) operating activities totaled $(0.5) million and $2.8
million in the nine months ended September 30, 1998 and 1997, respectively.
Increases in trade accounts receivable for the quarter and nine months ended
September 30, 1998 totaled $6.8 million and $15.1 million, respectively, and
were caused by the increase in total sales, and reduced total cash generated
from operating activities.
Capital expenditures during the quarters ended September 30, 1998 and 1997
amounted to $4.0 million and $1.1 million, respectively. Capital expenditures
during the nine months ended September 30, 1998 and 1997 amounted to $5.9
million, and $4.0 million, respectively. Capital spending during the quarter and
nine months ended September 30, 1998 was primarily for new equipment in retail
operations, acquisition of new retail locations, and expansion of distribution
warehouses. Annual capital expenditures going forward, excluding further
acquisitions of retail and distribution operations, are estimated at $6-8
million and will principally be used for the renovation and addition of retail
facilities, and for general corporate expenditures.
The Company anticipates that its principal use of cash going forward will
be working capital requirements, debt service requirements, and capital
expenditures. In addition, the Company expects to pay $5.0 million relating to
consolidation of warehouse and office facilities, severance obligations, and
other exit costs over the next twelve months.
Based upon current and anticipated levels of operations, the Company
believes that its cash flow from operations, together with amounts available
under the New Credit Facility, will be adequate to meet its anticipated
requirements. There can be no assurance, however, that the Company's business
will continue to generate sufficient cash flow from operations in the future to
service its debt, and the Company may be required to refinance all or a portion
of its existing debt, or to obtain additional financing. These increased
borrowings may result in higher interest payments. In addition, there can be no
assurance that any such refinancing would be possible or that any additional
financing could be obtained. The inability to obtain additional financing could
have a material adverse effect on the Company.
YEAR 2000 COMPLIANCE
Portions of some of the accounting and operational systems and software
used by the Company in its business identify years with two digits instead of
four. If not corrected, these information technology systems may recognize the
year 2000 as the year 1900, which might cause system failures or inaccurate
reporting of data that disrupts operations. The Company has completed an
internal assessment of all of the business applications and related software
used in its information technology systems, including those of the New
Businesses, in order to identify where "Year 2000" problems exist. As a result
of this review, the Company believes that all of its information technology
systems and software either are Year 2000 compliant or can be brought into
compliance by October of 1999, although there can be no assurance that any
required remediation will be completed in a timely manner.
In addition, the Company is contacting non-information technology vendors
to ensure that any of their products currently used in the Company's business
adequately address Year 2000 issues. Areas being reviewed include warehouse
equipment, telephone and voice mail systems, security systems and other office
and site support systems. Although there can be no assurance, the Company
believes based on its review that Year 2000 problems in its non-information
technology systems will not cause a material disruption in the Company's
business.
The Company also may be vulnerable to business interruptions caused by
unremedied Year 2000 problems on its significant suppliers of products or
services. The Company has initiated formal communications with significant
suppliers, including the country's major tire manufacturers, to determine the
extent to which the Company's operations may be affected by such third parties'
Year 2000 non-compliance. Each of
12
<PAGE> 14
the major tire manufacturers has informed the Company that it anticipates no
disruption of tire supply or provision of significant business information as a
result of Year 2000 problems. The Company's wholesale and retail customer base
is highly fragmented, with no single customer accounting for a significant
portion of the Company's business. Accordingly, although it has not attempted to
survey its customers, the Company believes that no significant risk exists in
connection with Year 2000 problems on the part of any of its customers.
The Company does not expect the historical and estimated costs associated
with bringing the Company's information technology and non-information
technology systems into Year 2000 compliance, including software modification,
equipment replacement and payments to outside solution providers, to be
material. However, if Year 2000 issues in the Company's information technology
and non-information technology systems are not remedied in a timely manner, or
if Year 2000 problems on the part of the Company's customers and suppliers exist
and are not remedied in a timely manner, there can be no assurance that
significant business interruptions or increased costs having a material adverse
effect on the business, financial condition or results of operations of the
Company will not occur in connection with the change in century. Risks of Year
2000 non-compliance on the part of the Company or any of its significant
suppliers could include interruptions in supply from tire manufacturers,
disruption of the Company's internal and external distribution network, reduced
customer service capabilities, breakdown of inventory control and fulfillment
systems and impairment of essential information technology systems used by
management. The Company has not established nor does it plan to establish a
contingency plan for Year 2000 compliance issues.
FACTORS AFFECTING FUTURE RESULTS
The preceding Management's Discussion and Analysis of Financial Condition
and Results of Operations contains forward-looking statements that relate to the
Company's future plans, objectives, estimates and goals. These statements are
subject to numerous risks and uncertainties, including, among others, the
ability of the Company to; maintain existing relationships with long standing
vendors; successfully implement its business strategy; integrate the new
divisions; and market and sell new products. These and other risks and
uncertainties are described in the Company's Prospectus included in the
Company's Registration Statement on Form S-4 (File No. 333-61713). These risks
and uncertainties could cause actual results and developments to be materially
different from those expressed or implied by any of the forward-looking
statements included herein.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has entered into interest rate swap agreements from time to
time to manage exposure to fluctuations in interest rates. As of September 30,
1998, interest rate swap agreements were in place covering notational amounts of
approximately $25.0 million of indebtedness, expiring at various dates through
October 2000, at an average interest rate of 8.53%. The Company does not
anticipate entering into swap agreements or hedging arrangements for additional
amounts at this time
PART II
ITEM 1: LEGAL PROCEEDINGS
The Company's Winston subsidiary was named as a defendant in a class action
lawsuit filed on June 10, 1998 in Los Angeles County Superior Court on behalf of
certain Winston employees alleging violations of certain California wage
regulations and unfair business practices statutes. The Company believes that
Winston's operations, including its wage practices, fully comply with applicable
California and federal legal requirements and that the plaintiffs' claims are
without merit. The Company is vigorously defending the matter in coordination
with its liability insurers. The Company believes that these insurers will be
responsible for defending some or all of the claims involved in the lawsuit, and
that a part of any potential losses may be covered under applicable insurance
policies.
The Company has also been named as a defendant in various other claims and
lawsuits arising in the normal course of business. The Company believes that the
facts do not support the plaintiffs' claims and intends to vigorously contest
each of them. To the Company's knowledge, except as described in the previous
13
<PAGE> 15
paragraph, it is not currently a party to any litigation that would have a
material adverse effect on the Company.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit 11 Computation of Earnings Per Share
Exhibit 12.1 Statement Regarding: Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends
Exhibits 27.1-.4 Financial Data Schedules
(b) Report on Form 8-K
The Company did not file any reports on 8-K during the three months
ended September 30, 1998.
14
<PAGE> 16
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.
<TABLE>
<S> <C>
The J.H. Heafner Company, Inc.
Dated: November 12, 1998 /s/ WILLIAM H. GAITHER
---------------------------------------
William H. Gaither
President and Chief Executive Officer
(Principal Executive Officer)
Dated: November 12, 1998 /s/ DONALD C. ROOF
---------------------------------------
Donald C. Roof
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: November 12, 1998 /s/ J. LEWIS MCKNIGHT
---------------------------------------
J. Lewis McKnight
Controller and Chief Accounting Officer
(Principal Accounting Officer)
</TABLE>
15
<PAGE> 1
EXHIBIT 11
THE J. H. HEAFNER COMPANY, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Average shares outstanding during the
period.............................. 5,086,670 3,691,003 4,357,065 5,084,769
Incremental shares under stock options
and warrants computed under the
treasury stock method using the
average market price of issuer's
stock during the period............. 1,244,830 1,024,600 1,232,609 569,222
---------- ---------- ----------- ----------
Total shares for diluted
EPS....................... 6,331,500 4,715,603 5,589,674 5,653,991
========== ========== =========== ==========
Income applicable to common
shareholders:
Loss from operations before
extraordinary charge................ (866,000)
Less: Preferred stock dividends....... (209,000)
-----------
$(1,075,000)
===========
Net income (loss)..................... 410,000 588,000 (3,064,000) 522,000
Less: Preferred stock dividends....... (69,000) (69,000) (209,000) (110,222)
---------- ---------- ----------- ----------
$ 341,000 $ 519,000 $(3,273,000) $ 411,778
========== ========== =========== ==========
(Loss) income per basic common share:
Loss from operations before
extraordinary charge................ $ -- $ -- $ (0.25) $ --
========== ========== =========== ==========
Net income (loss)..................... $ 0.07 $ 0.14 $ (0.75) $ 0.08
========== ========== =========== ==========
Income (loss) per diluted share:
Loss from operations before
extraordinary charge................ $ -- $ -- $ (0.19) $ --
========== ========== =========== ==========
Net income (loss)..................... $ 0.05 $ 0.11 $ (0.59) $ 0.07
========== ========== =========== ==========
</TABLE>
<PAGE> 1
EXHIBIT 12.1
THE J. H. HEAFNER COMPANY, INC.
STATEMENT REGARDING: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(AMOUNTS IN THOUSANDS, EXCEPT RATIO AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------ ------------------------------
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Consolidated pretax income (loss) from
continuing operations................ 677 932 (1,436) 817
Interest............................... 4,042 1,170 8,328 2,842
Increase in value of warrants.......... -- -- 9,906 --
Interest portion of rent expense....... 2,151 1,017 4,391 1,943
Preferred stock dividend requirements
of majority-owned subsidiaries....... -- -- -- --
----- ----- ------ -----
Earnings............................... 6,870 3,119 21,189 5,602
===== ===== ====== =====
Interest............................... 4,042 1,170 8,328 2,842
Increase in value of warrants.......... -- -- 9,906 --
Interest portion of rent expense....... 2,151 1,017 4,391 1,943
Preferred stock dividend requirements
of majority-owned.................... -- -- -- --
----- ----- ------ -----
Fixed Charges.......................... 6,193 2,187 22,625 4,785
===== ===== ====== =====
Ratio of Earnings to Fixed Charges..... 1.11 1.43 -- 1.17
===== ===== ====== =====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 4,252
<SECURITIES> 0
<RECEIVABLES> 113,090
<ALLOWANCES> 2,101
<INVENTORY> 124,536
<CURRENT-ASSETS> 251,609
<PP&E> 69,060
<DEPRECIATION> 17,212
<TOTAL-ASSETS> 419,046
<CURRENT-LIABILITIES> 208,106
<BONDS> 110,666
11,500
0
<COMMON> 51
<OTHER-SE> 19,364
<TOTAL-LIABILITY-AND-EQUITY> 419,046
<SALES> 245,272
<TOTAL-REVENUES> 245,272
<CGS> 186,452
<TOTAL-COSTS> 191,904
<OTHER-EXPENSES> 48,576
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,042
<INCOME-PRETAX> 677
<INCOME-TAX> 267
<INCOME-CONTINUING> 410
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 410
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.05
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 95,990
<TOTAL-REVENUES> 95,990
<CGS> 65,765
<TOTAL-COSTS> 70,793
<OTHER-EXPENSES> 23,042
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,170)
<INCOME-PRETAX> 932
<INCOME-TAX> 344
<INCOME-CONTINUING> 588
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 588
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.11
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 488,451
<TOTAL-REVENUES> 488,451
<CGS> 359,068
<TOTAL-COSTS> 374,035
<OTHER-EXPENSES> 107,247
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,328
<INCOME-PRETAX> (1,436)
<INCOME-TAX> (570)
<INCOME-CONTINUING> (866)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,198
<CHANGES> 0
<NET-INCOME> (3,064)
<EPS-PRIMARY> (0.75)
<EPS-DILUTED> (0.59)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 223,367
<TOTAL-REVENUES> 223,367
<CGS> 162,223
<TOTAL-COSTS> 170,470
<OTHER-EXPENSES> 49,170
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,842
<INCOME-PRETAX> 818
<INCOME-TAX> 296
<INCOME-CONTINUING> 522
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 522
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.07
</TABLE>
