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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 0-25995
NEXTERA ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4700410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Cranberry Hill, Lexington, Massachusetts 02421
(Address of principal executive office, including zip code)
(781) 778-4400
(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 and 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 April 28, 2000 there were 31,043,485 shares of $.001 par value
Class A Common Stock outstanding and 3,900,203 shares of $.001 par value Class B
Common Stock outstanding.
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NEXTERA ENTERPRISES, INC.
Quarterly Report on Form 10-Q
for the Quarter Ended March 31, 2000
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 2
Consolidated Statements of Operations for the
Three Months Ended March 31, 2000 and 1999 3
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
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PART I - - FINANCIAL INFORMATION
Item 1. Financial Statements
NEXTERA ENTERPRISES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999 (1)
-------------- ---------------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,263 $ 7,011
Accounts receivable, net of allowance for
doubtful accounts of $1,936 at March 31, 2000
and $953 at December 31, 1999 54,988 38,930
Costs and estimated earnings in excess of billings 4,759 7,092
Due from affiliates 223 156
Due from officers 94 93
Prepaid expenses and other current assets 5,341 2,460
-------- --------
Total current assets 69,668 55,742
Property and equipment, net 11,344 10,587
Intangible assets, net of accumulated amortization of $8,052
at March 31, 2000 and $6,700 at December 31, 1999 163,667 155,800
Other assets 7,283 4,633
-------- --------
Total assets $251,962 $226,762
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 20,565 $ 19,512
Notes payable to bank 2,661 248
Deferred revenue 1,160 1,505
Due to affiliates 744 752
Current portion of long-term debt and capital lease obligations 672 690
-------- --------
Total current liabilities 25,802 22,707
Long-term debt and capital lease obligations 3,225 4,021
Senior credit facilitiy 42,926 22,946
Debentures due to affiliates 29,831 29,831
Other long-term liabilities 1,708 1,200
Stockholders' equity:
Preferred Stock, $0.001 par value, 10,000,000 shares authorized,
no shares issued and outstanding -- --
Exchangeable shares, no par value, 2,500,000 shares authorized,
197,813 shares issued and outstanding at March 31, 2000
and December 31, 1999 495 495
Class A Common Stock, $0.001 par value, 50,000,000 shares
authorized, 30,729,058 and 30,633,049 shares issued
at March 31, 2000 and December 31, 1999 31 31
Class B Common Stock, $0.001 par value, 4,300,000 shares
authorized, 4,274,630 shares issued and outstanding at
March 31, 2000 and December 31, 1999 4 4
Additional paid-in capital 162,819 162,299
Treasury Stock, at cost, 60,000 shares Class A Common
Stock at March 31, 2000 (502) --
Retained earnings (deficit) (14,620) (17,105)
Accumulated other comprehensive income 243 333
-------- --------
Total stockholders' equity 148,470 146,057
-------- --------
Total liabilities and stockholders' equity $251,962 $226,762
======== ========
</TABLE>
(1) Derived from audited financial statements as of December 31, 1999.
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Net revenues $46,962 $36,145
Cost of revenues 26,216 20,512
------ -------
Gross profit 20,746 15,633
Selling, general and administrative expenses 13,388 10,154
Amortization expense 1,352 1,034
Special charges -- 4,384
------- -------
Income from operations 6,006 61
Interest expense, net (1,700) (3,783)
------- -------
Income (loss) before provision for income taxes 4,306 (3,722)
Provision for income taxes 1,821 --
------- -------
Net income (loss) $ 2,485 $(3,722)
======= =======
Net income (loss) per common share, basic $ 0.07 $ (0.17)
======= =======
Net income (loss) per common share, diluted $ 0.07 $ (0.17)
======= =======
Weighted average common shares outstanding, basic 35,157 21,610
======= =======
Weighted average common shares outstanding, diluted 36,689 21,610
======= =======
</TABLE>
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 2000 March 31, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2,485 $ (3,722)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 2,420 1,738
Non-cash compensation charges -- 4,350
Change in operating assets and liabilities, net of
effect of acquired businesses:
Accounts receivable (16,361) (3,432)
Due from affiliate (67) 160
Due to affiliate (8) (623)
Prepaid expenses and other current assets (2,903) (631)
Accounts payable and accrued expenses 166 678
Costs and estimated earnings in excess of billings 2,333 191
Deferred revenue (345) 413
Other 540 383
-------- --------
Net cash used in operating activities (11,740) (495)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (1,808) (809)
Acquisition of businesses, net of cash acquired (8,205) (13)
Other investments (415) --
-------- --------
Net cash used in investing activities (10,428) (822)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of Class A and Class B Common Stock 520 609
Due from officers -- (17)
Borrowings (repayments) under notes payable to bank 19,993 (669)
Borrowings under bridge loan payable -- 2,000
Repurchases of Class A Common Stock (502) --
Repayments of long-term debt and capital lease obligations (514) (248)
-------- --------
Net cash provided by financing activities 19,497 1,675
-------- --------
Effects of exchange rates on cash and cash equivalents (77) --
-------- --------
Net increase (decrease) in cash and cash equivalents (2,748) 358
Cash and cash equivalents at beginning of period 7,011 1,496
-------- --------
Cash and cash equivalents at end of period $ 4,263 $ 1,854
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 1,352 $ 1,823
======== ========
Cash paid during the period for income taxes $ 1,984 $ --
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
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NEXTERA ENTERPRISES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. BASIS OF PRESENTATION
The accompanying financial statements of Nextera Enterprises, Inc.
("Nextera" or the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2000 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2000.
The consolidated balance sheet as of December 31, 1999 has been derived
from the consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
These financial statements should be read in conjunction with the
financial statements and notes thereto, together with management's discussion
and analysis of financial condition and results of operations, contained in the
Company's Annual Report on Form 10-K filed by the Company with the Securities
and Exchange Commission on March 30, 2000.
ACQUISITIONS
The Company has used the purchase method of accounting for all
acquisitions. Operating results of acquired companies have been included in the
Company's results of operations only from the date of each respective
acquisition. Allocation of purchase price for these acquisitions was based upon
estimates of the fair value of the net assets acquired and is subject to
adjustments based upon finalization of the purchase price allocation and post
closing adjustments. The Company does not expect that the aggregate purchase
price allocation or post-closing adjustments will be material.
2000
Effective January 1, 2000, the Company acquired substantially all of
the assets and certain liabilities of Cambridge Economics, Inc. ("Cambridge
Economics"), a Massachusetts-based consulting firm that provides strategic,
economic and business transformation and other services to a diverse group of
domestic and international clients. Cambridge Economics was acquired for $8.4
million of cash and a $2.1 million promissory note payable June 30, 2002,
subject to post-closing adjustments.
1999
Effective September 30, 1999, the Company, through Sibson AP, LLC, a
newly formed acquisition subsidiary of the Company, acquired substantially all
of the assets of SCCAP Pty Limited ("SCCAP"). SCCAP, an Australian human
resources consulting firm, was acquired for $1.7 million in cash.
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Effective June 1, 1999, the Company acquired substantially all of the
assets and certain liabilities of The Economics Resource Group, Inc. ("ERG"), a
Massachusetts-based consulting firm that provides economic and strategic
services primarily to energy and other regulated industries. ERG was acquired
for $9.6 million of cash and a $2.4 million promissory note payable December 31,
2000, subject to post-closing adjustments based upon certain financial
performance criteria for ERG.
Effective May 18, 1999, the Company acquired NeoEnterprises, Inc.
("NeoEnterprises"), a Connecticut-based electronic commerce, or "e-commerce,"
consulting and development company. NeoEnterprises was acquired for 170,000
shares of Class A Common Stock and was merged into Neonext LLC ("Neonext"), a
newly-formed acquisition subsidiary of the Company, as a part of the
acquisition.
Effective January 29, 1999, the Company acquired The Alexander
Corporation Limited ("Alexander"), a United Kingdom-based human resources
consulting firm. Alexander was acquired for (pound)360,000 (approximately
$590,000 as of January 29, 1999) and 150,000 shares of Class A Common Stock.
Note 2. EARNINGS (LOSS) PER SHARE
Basic net income (loss) per share ("Basic EPS") is computed by dividing
net income by the weighted average number of common shares outstanding. Diluted
net income (loss) per common share ("Diluted EPS") is computed by dividing net
income by the weighted average number of common shares and dilutive common share
equivalents then outstanding.
Basic and diluted earnings (loss) per share were calculated as follows:
(In thousands, except per share amounts; unaudited)
THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
Net income (loss) $ 2,485 $ (3,722)
======= ========
Weighted average common shares
outstanding - basic 35,157 21,610
Dilutive effect of options and warrants 1,532 --
------- --------
Weighted average common shares
outstanding -diluted 36,689 21,610
======= ========
Basic net income (loss) per common share $ 0.07 $ (0.17)
======= ========
Diluted net income (loss) per common share $ 0.07 $ (0.17)
======= ========
Note 3. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) combines net income (loss) and "other
comprehensive items," which represents certain amounts that are reported as
components of stockholders' equity in the accompanying balance sheet, including
foreign currency translation adjustments and unrealized net of tax gains and
losses on available-for-sale investments. During the first quarter of 2000 and
1999, the Company's comprehensive income (loss) totaled $2.4 million and a loss
of $3.7 million, respectively.
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NEXTERA ENTERPRISES, INC.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The disclosure and analysis in this quarterly report contain
"forward-looking statements." Forward-looking statements give our current
expectations or forecasts of future events. These statements can be identified
by the fact that they do not relate strictly to historic or current facts. They
use words such as "anticipate," "estimate," "foresee," "should," "expect,"
"project," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular, these forward-looking statements include statements
relating to future actions or the outcome of financial results. From time to
time, we also may provide oral or written forward-looking statements in other
materials released to the public. Any or all of the forward-looking statements
in this report and in any other public statements may turn out to be incorrect.
They can be affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Consequently, no forward-looking statement can be guaranteed.
Actual results may vary materially.
Forward-looking statements are based on many factors that may be
outside our control, causing actual results to differ materially from those
suggested. These factors include, but are not limited to, those disclosed in the
Company's filings with the Securities and Exchange Commission, which include
risks associated with: our limited combined operating history; our history of
losses and the possibility that we may not be able to sustain or increase recent
profitability; uncertainties concerning the growth rate for commerce on the
Internet; our ability to attract and retain skilled consultants; our ability to
successfully integrate recent acquisitions; and voting control held by a single
large stockholder whose interests may be different than those of other
stockholders. New factors emerge from time to time, and it is not possible for
us to predict all these factors nor can we assess the impact of these factors on
our business or the extent to which any factor or combination of factors may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, you should not
place undue reliance on forward-looking statements as a prediction of actual
results.
OVERVIEW
Nextera Enterprises, Inc. is a provider of consulting services and
integrated Internet solutions. Our end-to-end professional service offerings
encompass business and digital strategy, customer relationship management,
economic analysis, organizational and process design and Internet technology
consulting to both innovative Fortune 500 as well as emerging companies. The
breadth of our practice portfolio allows us to assist clients in achieving
enhanced business performance, building new businesses, entering new markets and
redefining the way in which their existing work is conducted. We do this by
utilizing proprietary econometric modeling tools and capitalizing on our
knowledge of vertical markets.
-7-
<PAGE> 9
Our practice portfolio includes:
- - Strategy and Research Services. This practice provides economic analyses of
business conditions, pricing models, relevant business frameworks, business
practices and litigation support. Through this practice we assist senior
management in proactively developing electronic business strategies and
implementing business plans.
- - Human Capital Services. This practice assists clients in implementing
organizational and strategic changes through all levels of an organization.
In addition, this practice also helps organizations solve complex
operational issues through major business transformation programs,
redesigned business processes and best practices adaptation.
- - Interactive Technology Consulting Services. This practice applies emerging
web-based technologies ranging from business and technical architecture,
to creative consulting to applications development, implementation and
hosting. Our breadth of expertise enables us to deliver services from
across each of our service offerings on a stand alone or combined basis and
offers our clients creative Internet solutions.
In addition, we make minority investments in independently managed
companies that we believe are well positioned to take advantage of opportunities
created by the Internet. We have co-invested in these companies with other
well-known early-stage investors. We believe that our relationships with
Knowledge Universe, Inc. and its affiliates, coupled with the broad based
expertise resident in our consulting practices, allow us access to early-stage
investment opportunities and the ability to focus our investment capital in the
most promising of those entities.
We provide our services across a broad spectrum of industries, including
communications, consumer products, diversified services, energy, entertainment,
financial services, government, health care, insurance, manufacturing, media,
retail and technology. Our clients principally consist of Fortune 500 and other
multinational companies.
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2000 AND THREE MONTHS ENDED
MARCH 31, 1999
Net Revenues. Net revenues increased 30% to $47.0 million for the three
months ended March 31, 2000 from $36.1 million for the three months ended March
31, 1999. This increase was primarily attributable to an increase in e-commerce
and e-business revenues and to the inclusion of revenues generated by ERG, which
was acquired effective June 1, 1999, SCCAP, which was acquired September 30,
1999 and Cambridge Economics, which was acquired January 1, 2000.
Gross Profit. Gross profit increased 32.7% to $20.7 million for the
three months ended March 31, 2000 from $15.6 million for the three months ended
March 31, 1999. Gross margin as a percentage of sales increased to 44.2% for the
three months ended March 31, 2000 from 43.3% for the three months ended March
31, 1999. The increase in gross margin was due primarily to the acquisitions of
ERG and Cambridge Economics.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 31.8% to $13.4 million for the three months
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<PAGE> 10
ended March 31, 2000 from $10.2 million for the three months ended March 31,
1999. As a percentage of revenues, such expenses increased slightly to 28.5% for
the three months ended March 31, 2000 from 28.1% for the three months ended
March 31, 1999.
Interest Expense, Net. Interest expense, net decreased to $1.7 million
for the three months ended March 31, 2000 from $3.8 million for the three months
ended March 31, 1999. This decrease was due primarily to the repayment of a
portion of the Company's outstanding indebtedness with the proceeds from the
Company's initial public offering of Class A Common Stock, which was completed
in May 1999.
Special Charges. In March 1999, the Company granted to certain
non-employee consultants of Lexecon fully-vested options to purchase 445,245
shares of Class A Common Stock at an exercise price of $14.00 per share. The
Company recorded a non-cash compensation charge of $4.4 million related to the
grant of these options in the three months ended March 31, 1999.
Income tax expense. Income tax expense of $1.8 million, or 42.3% of
pretax income, was recorded for the three months ended March 31, 2000. The
provision varies from the statutory rate primarily due state income taxes and
the unfavorable impact of nondeductible goodwill amortization. No tax benefit
was recorded during the three months ended March 31, 1999 due to the Company's
inception to date lack of cumulative profitability.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated working capital was $43.9 million on March 31, 2000,
compared with $33.0 million on December 31, 1999. Included in working capital
were cash and cash equivalents of $4.3 million and $7.0 million on March 31,
2000 and December 31, 1999, respectively.
Net cash used in operating activities was $11.7 million for the three
months ended March 31, 2000. The primary components of net cash used in
operating activities were an increase in accounts receivables of $16.4 million,
offset in part by net income of $2.5 million and depreciation and amortization
expense of $2.4 million.
Net cash used in investing activities was $10.4 million for the three
months ended March 31, 2000. The primary components of cash used in investing
activities were the acquisition of Cambridge Economics in January 2000, totaling
$8.2 million, net of cash acquired, expenditures of $1.8 million for furniture,
equipment and leasehold improvements and other investments of $0.4 million.
Net cash provided by financing activities was $19.5 million for the
three months ended March 31, 2000. The primary components of cash generated from
financing activities were borrowings under notes payables to banks totaled $20.0
million, of which $8.4 million was incurred in connection with acquisitions
completed during the three months ended March 31, 2000.
Effective December 30, 1999, the Company entered into a Senior Credit
Facility which matures on March 29, 2002 and, as currently allocated, provides
for a $25 million revolving credit arrangement, intended for general corporate
purposes, and a $30 million revolving acquisition facility. The Senior Credit
Facility contains covenants, with which the Company was in compliance as of
March 31, 2000, related to the maintenance of financial
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<PAGE> 11
ratios, operating restrictions and restrictions on the payment of dividends and
disposition of assets. As of March 31, 2000, total borrowings outstanding under
the Senior Credit Facility were $42,926,000. The Company believes that the
available capacity under the credit facility will be sufficient to meet its
operating and capital requirements for the next twelve months. However, there
can be no assurances that the Company's actual cash needs will not exceed
anticipated levels, that the Company will generate sufficient operating cash
flows to fund its operations in the absence of other sources or that acquisition
opportunities will not arise that require resources in excess of those currently
available.
IMPACT OF YEAR 2000
Although the date is now past January 1, 2000 and the Company has not
experienced immediate adverse impact from the transition to the Year 2000, we do
not know whether we, our customers or our vendors have been affected in a manner
that is not yet apparent. We will continue to monitor our Year 2000 compliance
and the Year 2000 compliance of our customers and vendors. Due to the general
uncertainty inherent in the Year 2000 problem, especially the uncertainty
regarding the Year 2000 compliance of our customers and vendors, we are unable
to determine at this time whether the Year 2000 problem will have a material
adverse effect on our business, results of operations and financial condition.
To date we have spent immaterial amounts to comply with accounting and
statutory requirements regarding the Year 2000. We believe that we will spend
minimal additional amounts for Year 2000 issues in the foreseeable future. These
assessments have not been independently verified. If we discover Year 2000
errors or defects in our internal systems, we may have to spend substantial
amounts in making repairs.
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<PAGE> 12
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Interest Rate Risk
We are exposed to changes in interest rates primarily from our senior
credit facility. We do not currently use interest rate derivative instruments to
manage exposure to interest rate changes. A hypothetical 100 basis point adverse
move in interest rates along the interest rate yield curve would not have a
material adverse effect on interest sensitive financial instruments at March 31,
2000.
Foreign Currency Risk
Currently, the majority of our sales and expenses are denominated in
U.S. dollars and as a result we have not experienced significant foreign
exchange gains and losses to date. While we are conducting some transactions in
foreign currencies during 2000, we do not anticipate that foreign exchange gains
or losses will be significant. We have not engaged in foreign currency hedging
activities to date.
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
three months ended March 31, 2000.
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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.
NEXTERA ENTERPRISES, INC.
(Registrant)
Date: May 15, 2000 By: /s/ Steven B. Fink
-----------------------------------
Steven B. Fink
Chief Executive Officer and Chairman
of the Board of Directors
(Principal Executive Officer)
NEXTERA ENTERPRISES, INC.
(Registrant)
Date: May 15, 2000 By: /s/ Michael P. Muldowney
-----------------------------------
Michael P. Muldowney
Chief Financial Officer
(Principal Financial and Accounting
Officer)
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS, AND NOTES THERETO, INCLUDED IN THE
COMPANY'S ANNUAL REPORT, TO WHICH THIS SCHEDULE IS AN EXHIBIT, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-2000
<PERIOD-START> JAN-01-1999 JAN-01-2000
<PERIOD-END> DEC-31-1999 MAR-31-2000
<CASH> 7,011 4,263
<SECURITIES> 0 0
<RECEIVABLES> 39,883 56,924
<ALLOWANCES> 953 1,936
<INVENTORY> 0 0
<CURRENT-ASSETS> 55,742 69,668
<PP&E> 15,002 16,827
<DEPRECIATION> 4,415 5,483
<TOTAL-ASSETS> 226,762 251,962
<CURRENT-LIABILITIES> 22,707 25,802
<BONDS> 0 0
0 0
0 0
<COMMON> 163,162 163,090
<OTHER-SE> (17,105) (14,620)
<TOTAL-LIABILITY-AND-EQUITY> 226,762 251,962
<SALES> 155,955 46,962
<TOTAL-REVENUES> 155,955 46,962
<CGS> 87,835 26,216
<TOTAL-COSTS> 49,698 14,740
<OTHER-EXPENSES> 7,405 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 8,836 6,006
<INCOME-PRETAX> 2,181 1,700
<INCOME-TAX> (884) 4,306
<INCOME-CONTINUING> 3,065 1,821
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3,065 2,485
<EPS-BASIC> 0.10 0.07
<EPS-DILUTED> 0.10 0.07
</TABLE>
