UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 29, 1998
------------------
( ) Transition Report pursuant to Section 13 or 15 (d) of the Securities and
Exchange Act of 1934 For the transition period from ___________ to
_____________
Commission File Number 0-20498
TOPS APPLIANCE CITY, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3174554
- -------------------------------- --------------------------
(State or other jurisdictions of (I.R.S. Employer I.D. No.)
incorporation or organization)
45 Brunswick Avenue, Edison, New Jersey 08818
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(732) 248-2850
----------------------------------------------------
(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.
( X ) Yes ( ) No
Number of shares outstanding of each of the issuer's classes of common stock, as
of November 2, 1998.
13,484,113 Shares
<PAGE>
TOPS APPLIANCE CITY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
9/29/98 12/30/97
------- --------
ASSETS
Current Assets:
Cash and cash equivalents .................. $ 3,082 $ 2,368
Accounts receivable, net ................... 1,323 1,101
Merchandise inventory ...................... 53,925 53,895
Prepaid expenses and other current assets .. 2,706 2,080
------- -------
Total current assets .... 61,036 59,444
Property, equipment & leasehold improvements, net .......... 29,074 29,936
Deferred taxes ............................................. 2,940 2,940
Other assets ............................................... 3,439 2,530
------- -------
$96,489 $94,850
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable ........................... $ 4,451 $ 6,551
Current portion of long-term debt .......... 108 110
Accrued liabilities and income taxes........ 1,439 3,638
Sales tax payable .......................... 875 1,477
Customer deposits .......................... 3,525 4,276
Short-term borrowings ...................... 29,600 23,558
Deferred taxes ............................. 2,940 2,940
------- -------
Total current liabilities 42,938 42,550
Long-term debt, net of current portion ..................... 37,109 47,623
Deferred rent .............................................. 1,972 1,801
Other liabilities .......................................... 706 758
Shareholders' equity ....................................... 13,764 2,118
------- -------
$96,489 $94,850
======= =======
See accompanying notes
<PAGE>
TOPS APPLIANCE CITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 29, 1998 AND SEPTEMBER 30, 1997
(Dollars in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
3rd 3rd Nine Nine
Quarter Quarter Months Months
1998 1997 1998 1997
------ ------- -------- -------
<S> <C> <C> <C> <C>
Net sales and service revenues ................. $ 73,730 $ 74,447 $ 209,569 $ 217,685
Cost of sales .................................. 57,775 58,161 163,435 169,263
----------- ----------- ----------- -----------
Gross profit ................................... 15,955 16,286 46,134 48,422
Selling, general and administrative expenses ... 14,436 17,471 43,851 49,970
----------- ----------- ----------- -----------
Income (loss) from operations .................. 1,519 (1,185) 2,283 (1,548)
Interest expense ............................... (1,489) (1,520) (4,541) (4,869)
----------- ----------- ----------- -----------
Income (loss) before extraordinary item ........ 30 (2,705) (2,257) (6,417)
Extraordinary item - gain on debt extinguishment 338 7,688 1,309 7,688
----------- ----------- ----------- -----------
Net income (loss) .............................. $ 368 $ 4,983 ($ 948) $ 1,271
=========== =========== =========== ===========
Income (loss) per common share (basic) before
extraordinary item .......................... $ 0.01 $ (0.37) $ (0.28) $ (0.88)
----------- ----------- ----------- -----------
Income per common share (basic) attributable to
extraordinary item .......................... 0.03 1.05 0.16 1.05
----------- ----------- ----------- -----------
Net income (loss) per common share (basic) ..... $ 0.04 $ 0.68 $ (0.12) $ 0.17
=========== =========== =========== ===========
Common shares outstanding (basic) .............. 9,677,056 7,284,049 8,105,758 7,284,049
=========== =========== =========== ===========
Income per common share (diluted) before
extraordinary item.......................... $ -
-------------
Income per common share (diluted) attributable
to extraordinary item ...................... 0.03
--------------
Net income per common share (diluted) ......... $ 0.03
==============
Common shares outstanding (diluted) 10,571,177
==============
</TABLE>
See accompanying notes.
<PAGE>
TOPS APPLIANCE CITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 29, 1998 AND SEPTEMBER 30, 1997
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended
9/29/98 9/30/97
-------- -------
<S> <C> <C>
Cash flow from operating activities:
Net income (loss) ................................................... ($ 948) $ 1,271
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization ............................... 3,444 3,614
Deferred rent ............................................... 171 (1,372)
Extraordinary gain on debt extinguishment ................... (1,309) (7,688)
Write-off of fixed assets related to store closing .......... 0 1,628
Accounts receivable, net .................................... (222) 421
Inventory ................................................... (30) 4,295
Prepaid expenses and other current assets ................... (626) 526
Accounts payable ............................................ (3,351) 1,958
Sales tax payable ........................................... (602) (793)
Accrued liabilities and income taxes payable ................ (2,199) (2,302)
Customer deposits ........................................... (751) (358)
Other assets ................................................ (1,181) (741)
Other liabilities ........................................... (53) 92
-------- --------
Net cash provided by (used in) operating activities ................. (7,657) 551
Cash flows from investing activities:
Capital expenditures, net of disposals ...................... (2,310) (594)
-------- --------
Net cash (used in) investing activities ............................. (2,310) (594)
Cash flows from financing activities:
Short-term borrowings ....................................... 6,040 4,756
Cash overdrafts ............................................. 1,251 (2,950)
Notes payable ............................................... (1,678) (234)
Due to related parties ...................................... 0 (587)
Proceeds from Issuance of Additional Equity ................. 5,040 0
Proceeds from Exercise of Stock Options ..................... 21 0
Proceeds from Employee Stock Purchase Plan .................. 7 5
-------- --------
Net cash provided by (used in) financing activities ................. 10,681 990
-------- --------
Increase (decrease) in cash and cash equivalents .................... 714 947
Cash and cash equivalents, beginning of period ...................... 2,368 2,147
-------- --------
Cash and cash equivalents, end of period ............................ $ 3,082 $ 3,094
======== ========
NON-CASH TRANSACTIONS:
Debenture Exchange $ 7,590 -
</TABLE>
TOPS APPLIANCE CITY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1.
The accompanying condensed consolidated financial statements (unaudited)
should be read in conjunction with the consolidated financial statements and
disclosures included in the Company's 1997 Annual Report on Form 10-K.
The condensed consolidated financial statements (unaudited) include all
adjustments (consisting of normal recurring items) which management considers
necessary to present fairly the financial position and results of operations of
the Company for the three and nine months ended September 29, 1998 and September
30, 1997.
Due to the carry-forward of Net Operating Losses, primarily related to
1996, no benefit for income taxes was recorded during the first nine months of
1997 or 1998.
The results for the interim periods presented may not be indicative of
results for the full year.
NOTE 2.
During the third quarter of 1998, the Company repurchased $750,000 face
value of 6 1/2% Convertible Subordinated Debentures for a purchase price of
$412,500, resulting in a gain of $337,500.
NOTE 3.
During the third quarter of 1998, Bay Harbour Management, L.C. converted
$6,090,000 face value of 6-1/2% Convertible Subordinated Debentures due 2003, at
a conversion price of $1.75, to 3,480,000 shares of Tops Appliance City Inc.
Common Stock. This transaction, which left cash flow unaffected, reduced
Long-Term Debt and increased Shareholder Equity by $6,090,000.
<PAGE>
TOPS APPLIANCE CITY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 4.
Earnings Per Share (Amounts in thousands except per share data)
For the Quarter Ended September 29, 1998
Per Share
Income Shares Amount
------ ------ ---------
Basic Earnings Per Share
Income before extraordinary item ... $ 30 9,677 $ 0.01
Diluted Earnings Per Share
Options ............................ 894
------ ------ --------
Diluted Earnings Per Share ......... $ 30 10,571 $ --
Basic Earnings Per Share
Extraordinary item ................. $ 338 9,677 $ 0.03
Diluted Earnings Per Share
Options ............................ 894
------ ------ --------
Diluted Earnings Per Share ......... $ 338 10,571 $ 0.03
Basic Earnings Per Share
Net Income before extraordinary item $ 368 9,677 $ 0.04
Diluted Earnings Per Share
Options ............................ 894
------ ------ --------
Diluted Earnings Per Share ......... $ 368 10,571 $ 0.03
Basic earnings per common share were computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
quarter.
For the nine months ended September 29, 1998 and September 30, 1997 and the
quarter ended September 30, 1997, the effects of the 6.5% Convertible
Subordinated Debentures due 2003 and the Options were not included in the
calculation of diluted earnings per share due to the fact that their
conversion would be antidilutive.
For the quarter ended September 29, 1998, the effect of the 6.5% Convertible
Subordinated Debentures due 2003 were not included in the calculation of
diluted earnings per share due to the fact that their conversion would be
antidilutive.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
consolidated financial statements and disclosures included in the Company's
Annual Report on Form 10-K.
Results of Operations
The following table sets forth certain items in the Company's Condensed
Consolidated Statements of Operations expressed as a percentage of net sales
and service revenues:
<TABLE>
<CAPTION>
Percentage of Net Sales and Service Revenues
Three Months Ended Nine Months Ended
9/29/98 9/30/97 9/29/98 9/30/97
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales and service revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 78.4 78.1 78.0 77.8
--------- --------- ---------- ----------
Gross profit 21.6 21.9 22.0 22.2
Selling, general and administrative expenses 19.6 23.5 20.9 23.0
--------- --------- ---------- ----------
Income (loss) from operations 2.0 (1.6) 1.1 (0.8)
Interest expense (2.0) (2.0) (2.2) (2.2)
--------- --------- ---------- ----------
Income (loss) before extraordinary item 0.0 (3.6) (1.1) (3.0)
Extraordinary item - gain on debt extinguishment 0.5 10.3 0.6 3.5
--------- --------- ---------- ----------
Net income (loss) 0.5 % 6.7 % (0.5) % 0.5 %
========= ========= ========== ==========
<PAGE>
</TABLE>
Three Months Ended September 29, 1998 Compared to the Three Months Ended
September 30, 1997.
Net sales and service revenues for the three months ended September 29,
1998 decreased 1.0% to $73,730,000 from $74,447,000 for the three months ended
September 30, 1997. This decrease is attributable to the October 1997 closing
of the Westbury, New York store, partially offset by an increase of 6.8% in
comparable sales, plus two months of revenue from the Company's Manhattan, New
York store. Sales from the commercial division increased 13.1% or $1,100,000.
Gross revenues from the sale of product protection plans for the three
months ended September 29, 1998 decreased 3.5% to $3,408,000 from $3,531,000
for the three months ended September 30, 1997. Incremental costs related to
these sales totaled $1,472,000 and $1,474,000 respectively, for the comparable
periods.
Gross profit as a percentage of net sales and service revenues for the
three months ended September 29, 1998 decreased to 21.6% from 21.9% last year.
This decrease was due to the significant increase in revenue generated by the
commercial division. Gross margins in the commercial sales division decreased
to 6.8% from 9.5% for the comparable periods. Gross margins in the commercial
sales division tend to be lower than gross margins on retail sales.
Continuing the trend first reported in 1997, selling, general and
administrative expenses for the three months ended September 29, 1998
decreased 17.4% to $14,436,000 from $17,471,000 for the three months ended
September 30, 1997. This decrease was partially achieved by reducing payroll
and other net selling expenses. Additionally, 1997's operating results include
a charge of $1.5 million related to the closing of the Westbury, New York
location. Selling, general and administrative expenses as a percentage of net
sales and service revenues decreased to 19.6% from 23.5% for the comparable
periods.
The Company's income from operations increased to $1,519,000 for the
three months ended September 29, 1998 compared to a loss from operations of
$1,185,000 for the three months ended September 30, 1997.
Interest expense decreased 2.0% to $1,489,000 from $1,520,000 for the
comparable period last year as a result of higher interest on the Queens
capitalized lease relative to the Queens mortgage, offset by reduced expense
resulting from average outstanding Debentures of $25,183,000, compared to
$37,458,000 last year.
The Company did not record a tax benefit or charge for the three months
ended September 29, 1998 or September 30, 1997, respectively.
The Company's net income before extraordinary gain on early
extinguishment of debt for the three months ended September 29,1998 was
$30,000 ($0.01 per share) compared to a net loss of $2,705,000 ($0.37 per
share) for the three months ended September 30, 1997.
The Company's net income for the three months ended September 29,1998,
after a $338,000 extraordinary gain on the extinguishment of debt, was
$368,000 ($0.04 per share). This compares to net income of $4,983,000 ($0.68
per share), after an extraordinary gain on the extinguishment of debt of
$7,688,000, for the three months ended September 30, 1997.
<PAGE>
Nine Months Ended September 29, 1998 Compared to the Nine Months Ended September
30, 1997.
Net sales and service revenues for the nine months ended September 29, 1998
decreased 3.7% to $209,569,000 from $217,685,000 for the nine months ended
September 30, 1997. This decrease is attributable to the October 1997 closing of
the Westbury, New York store, partially offset by an increase of 5.5% in
comparable sales, plus two months of revenue from the Company's Manhattan, New
York store. Sales from the commercial division increased 2.1% or $514,000.
Gross revenues from the sale of product protection plans for the nine
months ended September 29, 1998 decreased 6.3% to $9,699,000 from $10,348,000
for the nine months ended September 30, 1997. This decrease is attributed to
operating one less store during the first 7 months of 1998, partially offset by
an increase of 1.0% in comparable store service contract revenues. Incremental
costs related to these sales totaled $4,250,000 and $4,391,000 respectively, for
the comparable periods.
Gross profit as a percentage of net sales and service revenues for the nine
months ended September 29, 1998 decreased to 22.0% from 22.2% last year. This
decrease was primarily due to the increased volume of revenue generated by the
commercial division. Gross margins in the commercial sales division decreased to
6.9% from 9.7% for the comparable periods. Gross margins in the commercial sales
division tend to be lower than gross margins on retail sales.
Selling, general and administrative expenses for the nine months ended
September 29, 1998 decreased 12.2% to $43,851,000 from $49,970,000 for the nine
months ended September 30, 1997. This decrease was achieved by operating one
less store for the first 7 months of 1998, combined with reductions in payroll
and other net selling expenses. Additionally, 1997's operating results include a
charge of $1.5 million related to the closing of the Westbury, New York
location. Selling, general and administrative expenses as a percentage of net
sales and service revenues decreased to 20.9% from 23.0% for the comparable
periods. This decrease was due to the reduced level of expenses.
The Company's income from operations improved to $2,283,000 for the nine
months ended September 29, 1998 compared to a loss from operations of $1,548,000
for the nine months ended September 30, 1997.
Interest expense decreased 6.7% to $4,541,000 from $4,869,000 for the
comparable period last year as a result of higher interest on the Queens
capitalized lease, as compared to the previously existing mortgage, offset by a
decrease of $11,900,000 in the outstanding balance of 6 1/2% Convertible
Subordinated Debentures.
The Company did not record a tax benefit or charge for the nine months
ended September 29, 1998 or September 30, 1997, respectively.
The Company's net loss before extraordinary gain on early extinguishment of
debt for the nine months ended September 29, 1998 was $2,257,000 ($0.28 per
share) compared to a net loss of $6,417,000 ($0.88 per share) for the nine
months ended September 30, 1997.
The Company's net income for the nine months ended September 29,1998, after
a $1,309,000 extraordinary gain on the extinguishment of debt, was $948,000
($0.12 per share). This compares to net income of $1,271,000 ($0.17 per share),
after an extraordinary gain on the extinguishment of debt of $7,688,000, for the
nine months ended September 30, 1997.
Seasonality
Sales levels are generally highest in the fourth quarter as a result of
increased demand for consumer electronics during the holiday season and higher
during either the second or third quarter, depending on weather conditions, as a
result of demand for room air conditioners during the summer months. The Company
experiences a buildup of room air conditioner inventory during its second
quarter in anticipation of the May through August selling season and consumer
electronics in the fourth quarter in anticipation of the holiday season.
Liquidity and Capital Resources
In the past, the Company has relied primarily upon net cash from
operations, a revolving credit facility with institutional lenders and inventory
floor plan financing to fund its operations and growth. At September 29, 1998,
the Company had working capital of $18,098,000, which represented an increase of
$1,204,000 from December 30, 1997. During the nine months ended September 29,
1998, the Company incurred net capital expenditures of $1,806,000, increased
inventories by $30,000, increased short term borrowing by $6,040,000 and
decreased trade payables by $2,100,000.
In October 1996 the Company entered into a new $35,000,000 secured credit
facility with more favorable terms to the Company. The secured credit facility
bears interest at the bank's base rate plus 1% or for a portion of the loan,
LIBOR plus 3%. The facility expires in October 1999. All of the Company's
unencumbered assets are pledged as collateral for the new facility. At September
29, 1998 , $29,601,000 was outstanding under this credit facility.
Short-term trade credit represents a significant source of financing for
inventory. Trade credit arises from the willingness of the Company's vendors to
grant extended payment terms for inventory purchases and is financed either by
the vendor or by third-party floor-planning sources. The Company utilizes
floor-planning companies which in the aggregate at any one time provide
financing for approximately 10%-15% of the Company's inventory purchases. The
Company typically grants the floor-planning companies a security interest in
those products financed.
The Company believes that its borrowings under available credit facilities,
short term trade credit from vendors and inventory floor plan arrangements,
combined with the impact on operating results of the cost reductions already
implemented and the continued improvement of comparable store sales will be
sufficient to fund the Company's operations and its anticipated capital
expenditures, including new stores, of approximately $3 million. No assurance
can be given that such cost reductions will produce the desired result.
This Quarterly Report on Form 10-Q may contain forward-looking information
about the Company. Many factors may cause the Company's actual results to differ
from those set forth in any forward-looking statements made by the Company.
Accordingly, there can be no assurances that any future results will be
achieved.
<PAGE>
Year 2000 Readiness
The Company has initiated a program to prepare the Company's computer
systems and applications for the year 2000. This is necessary because computer
programs have been written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculation causing
disruptions of operations, including, among other things, a temporary inability
to process normal business transactions. In addition, many of the Company's
vendors and service providers are also faced with similar issues related to the
year 2000.
In connection with the Company's programs related to year 2000, management
has assessed the Company's information systems, including its hardware and
software systems and embedded systems contained in the Company's stores,
distribution facilities and corporate headquarters. Based on the findings of
this assessment, the Company has commenced a plan to upgrade or replace the
Company's hardware or software for year 2000 readiness as well as to assess the
year 2000 readiness of the Company's vendors and service providers. In addition,
the Company's management is currently formulating contingency plans, which, in
the event that the Company is unable to fully achieve year 2000 readiness in a
timely manner, or any of the Company's vendors or service providers fails to
achieve year 2000 readiness, may be implemented to minimize the risks of
interruptions of the Company's business.
Based on its assessment to date of the year 2000 readiness of the Company's
vendors, service providers and other third parties on which the Company relies
for business operations, the Company believes that its principal vendors,
service providers and other third parties are taking action for year 2000
compliance. However, the Company has limited ability to test and control such
third parties' year 2000 readiness, and the Company cannot provide assurance
that failure of such third parties to address the year 2000 issue will not cause
an interruption of the Company's business.
The Company has committed significant resources in connection with
resolving its year 2000 issues. The Company expects that the principal costs
will be those associated with the replacement and testing of its computer
applications, all of which are expected to be replaced over the next year. The
Company estimates that the total costs associated with implementing year 2000
readiness will be approximately $2.0 million, (none of which has been expended
to date), consisting of system replacement costs of $1.0 million, and equipment
replacement of $1.0 million. The Company anticipates that it will incur these
costs ratably over the ten-month period beginning December 1, 1998. The Company
anticipates that it will finance the cost of its year 2000 remediation.
The Company expects to complete its year 2000 remediation by October 1999.
However, the Company's ability to execute its plan in a timely manner may be
adversely affected by a variety of factors, some of which are beyond the
Company's control including turnover of key employees, availability and
continuity of consultants and the potential for unforeseen implementation
problems. The Company's business could be interrupted if the year 2000 plan is
not implemented in a timely manner, if the Company's vendors, service providers
or other third parties are not year 2000 ready or if the Company's contingency
plans are not successful. Based on current available information, and although
no assurance can be given, the Company does not believe that any such
interruptions are likely to have a material adverse effect on the Company's
results of operation, liquidity or financial condition.
Part II
Other Information:
ITEM 1. Legal Procedures
Not applicable
ITEM 2. Changes in Securities
Not applicable
ITEM 3. Default Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable
ITEM 5. Other Information - Subsequent Events
The Company's previous 10-Q report, for the three and six months ended
June 30, 1998, indicated that Mr. Robert G. Gross, Chairman and Chief
Executive Officer, had entered into an agreement, dated August 17, 1998, to
purchase 125,000 shares of Tops Appliance City, Inc. common stock from the
Company's founder, Mr. Leslie S. Turchin. The agreement was subsequently
canceled due to the volatility of the stock market. During the months of
September and October, Mr. Gross purchased 25,100 shares of Tops stock on
the open market.
ITEM 6. Exhibits and Reports on Form 8-K
Not applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated:
TOPS APPLIANCE CITY, INC.
BY: /s/ Thomas L. Zambelli
--------------------------------
Thomas L. Zambelli
Executive Vice President and
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-29-1998 DEC-29-1998
<PERIOD-END> SEP-29-1998 SEP-29-1998
<CASH> 3,082 3,082
<SECURITIES> 0 0
<RECEIVABLES> 1,323 1,323
<ALLOWANCES> 0 0
<INVENTORY> 53,925 53,925
<CURRENT-ASSETS> 61,036 61,036
<PP&E> 29,074 29,074
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 96,489 96,489
<CURRENT-LIABILITIES> 42,938 42,938
<BONDS> 37,109 37,109
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 13,764 13,764
<TOTAL-LIABILITY-AND-EQUITY> 96,489 96,489
<SALES> 209,569 73,730
<TOTAL-REVENUES> 209,569 73,730
<CGS> 163,435 57,775
<TOTAL-COSTS> 163,435 57,775
<OTHER-EXPENSES> 43,851 14,436
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 4,541 1,489
<INCOME-PRETAX> (2,257) 30
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,257) 30
<DISCONTINUED> 0 0
<EXTRAORDINARY> 1,309 338
<CHANGES> 0 0
<NET-INCOME> (948) 368
<EPS-PRIMARY> (0.12) 0.04
<EPS-DILUTED> 0 0
</TABLE>
