<PAGE>
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 April 30, 1998
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 0-22532
ULTIMATE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0585211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
321A WEST 84TH AVENUE, THORNTON, COLORADO 80221
(Address of principal executive offices, zip code)
(303) 412-2500
(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
----- -----
The number of outstanding shares of common stock as of June 12, 1998 was
8,150,748.
<PAGE>
ULTIMATE ELECTRONICS, INC.
FORM 10-Q
INDEX
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited): Page No.
<S> <C> <C>
Condensed Consolidated Balance Sheets as of April 30, 1998
and January 31,1998........................................... 3
Consolidated Statements of Operations for the three months
ended April 30, 1998 and April 30, 1997 ...................... 4
Condensed Consolidated Statements of Cash Flows for the
three months ended April 30, 1998 and April 30, 1997.......... 5
Notes to Condensed Consolidated Financial Statements............ 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................... 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................... 10
Item 2. Changes in Securities........................................... 10
Item 3. Defaults Upon Senior Securities................................. 10
Item 4. Submission of Matters to a Vote of Security Holders............. 10
Item 5. Other Information............................................... 10
Item 6. Exhibits and Reports on Form 8-K................................ 10
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
ULTIMATE ELECTRONICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
<TABLE>
(Unaudited)
April 30, January 31,
1998 1998
---------- -----------
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $ 1,106 $ 2,006
Accounts receivable 16,192 19,826
Merchandise inventories 44,642 43,908
Other assets 2,341 1,362
-------- --------
Total current assets 64,281 67,102
Property and equipment, net 49,748 50,855
Property under capital leases, including related
parties, net 1,984 2,068
Goodwill, net 2,350 2,385
Other assets 1,015 1,036
-------- --------
Total assets $119,378 $123,446
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Revolving line of credit $ 30,074 $ 26,564
Accounts payable 21,125 25,550
Other current liabilities 9,322 9,410
-------- --------
Total current liabilities 60,521 61,524
Bonds payable 13,000 13,000
Term loans 567 642
Capital lease obligations, including related 1,965 2,049
parties 815 1,510
Deferred tax liability
Commitments
Stockholders' equity:
Preferred stock, par value $.01 per share
Authorized shares - 10,000,000
No shares issued and outstanding - -
Common stock, par value $.01 per share
Authorized shares - 10,000,000
Issued and outstanding shares, 8,139,548
at April 30, 1998 and January 31, 1998 81 81
Additional paid-in capital 33,868 33,868
Retained earnings 8,561 10,772
-------- --------
Total stockholders' equity 42,510 44,721
-------- --------
Total liabilities and stockholders' equity $119,378 $123,446
-------- --------
-------- --------
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
3
<PAGE>
ULTIMATE ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(amounts in thousands, except per share data)
<TABLE>
Three Months Ended
April 30,
------------------------
1998 1997
------- -------
<S> <C> <C>
Net sales $70,882 $55,508
Cost of goods sold 52,622 41,058
------- -------
Gross profit 18,260 14,450
Selling, general and administrative expenses 20,698 14,160
------- -------
Income (loss) from operations (2,438) 290
Interest expense, net 1,071 783
------- -------
Loss before income taxes (3,509) (493)
Income tax benefit (1,298) (182)
------- -------
Net loss $(2,211) $ (311)
------- -------
------- -------
Loss per share of common stock - basic $ (.27) $ (.04)
Weighted average shares outstanding 8,140 6,995
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
4
<PAGE>
ULTIMATE ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(amounts in thousands)
<TABLE>
Three Months Ended
April 30,
-----------------------
1998 1997
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities $(3,948) $ 1,887
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (318) (1,040)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from note payable 3,510 2,660
Principal payments on term loans and capital
lease obligations (144) (133)
Net cash provided by financing activities 3,366 2,527
------- -------
Net (decrease) increase in cash and cash equivalents (900) 3,374
------- -------
Cash and cash equivalents at beginning of period 2,006 764
------- -------
Cash and cash equivalents at end of period $ 1,106 $ 4,138
------- -------
------- -------
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
5
<PAGE>
ULTIMATE ELECTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
APRIL 30, 1998
1. ACCOUNTING POLICIES
The Company's unaudited condensed consolidated financial statements have
been prepared by the Company in accordance with generally accepted
accounting principles for interim financial reporting and the regulations
of the Securities and Exchange Commission for quarterly reporting.
Accordingly, they do not include all information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of the Company, the statements include all adjustments,
consisting only of normal recurring adjustments, which are necessary for a
fair presentation of the financial position, results of operations and cash
flows for the interim periods. Operating results for the three month
period ended April 30, 1998 are not necessarily indicative of the results
that may be expected for the year ending January 31, 1999. Seasonal
fluctuations in sales of the Company's products result primarily from the
purchasing patterns of individual consumers during the Christmas holiday
season. These patterns tend to moderately concentrate sales in the latter
half of the year, particularly in the fourth quarter. For further
information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report to Stockholders for the year ended
January 31, 1998.
2. PRINCIPLES OF CONSOLIDATION
The unaudited condensed consolidated financial statements include the
accounts of all subsidiaries. All intercompany accounts and transactions
have been eliminated upon consolidation.
3. MERGER
On June 27, 1997, the Company completed a merger in which the Company
acquired all of the outstanding shares of Audio King Corporation ("Audio
King"). Audio King, a consumer specialty electronics company, operated 11
retail stores; eight in Minnesota, two in Iowa and one in South Dakota.
The purchase price consisted of $2.5 million in cash, 986,432 shares of
Ultimate's common stock valued at $2.6 million, assumed debt of $7.2
million, and other expenses and severance costs of $1.2 million. The
transaction was accounted for as a purchase, whereby the purchase price has
been allocated to the acquired assets and liabilities based on estimated
fair value at the acquisition date. The transaction resulted in the
Company recording goodwill in the amount of $2.5 million. The results of
operations since the acquisition date are included in the accompanying
condensed consolidated financial statements.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations and the financial statements and accompanying notes contain
forward-looking information which is subject to risks and uncertainties
that may cause future results to vary materially. Such information
includes reference to future profitability and steps being taken to achieve
that result. Factors that may cause these results not to be achieved
include, without limitation, risks regarding increases in promotional
activities of competitors, changes in consumer buying, the presence or
absence of new products or product features in the Company's merchandise
categories, changes in the distribution strategy of the Company's vendors,
changes in vendor support for advertising and promotional programs, changes
in the Company's merchandise sales and mix as well as general economic
conditions. Please refer to a discussion of these and other factors in the
Company's Annual Report on Form 10-K for the year ended January 31, 1998
and other filings with the Securities and Exchange Commission. The Company
disclaims any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information, future events or
otherwise.
RESULTS OF OPERATIONS
Net sales for the three months ended April 30, 1998 increased 28% to $70.9
million from $55.5 million for the three months ended April 30, 1997. The
increase in sales during this period was due primarily to the acquisition
of Audio King effective June 27, 1997. Comparable store sales decreased 1%
for the three months ended April 30, 1998. The decrease in comparable
store sales was due in part to a continuing sluggish retail environment for
consumer electronics and increased competition in the Company's markets.
Gross profit for the three months ended April 30, 1998 increased 26% to
$18.3 million (25.8% of net sales) from $14.5 million (26.0% of net sales)
for the three months ended April 30, 1997 primarily due to the Audio King
acquisition. Based upon the results of the first quarter, the Company will
significantly reduce its computer assortment, concentrating on a limited
number of computer packages. In addition, the Company will reduce its
exposure to other lower margin products and concentrate on the sales of
products in the higher margin categories of audio, video and mobile
electronics where the Company believes it has a competitive advantage.
With the repositioning of its computer mix, the Company increased its
reserve for discontinued computer inventory by $700,000. Additionally, the
Company liquidated its 35mm camera inventory and eliminated two audio
speaker lines which resulted in a reduction in gross profit of $500,000.
Selling, general and administrative expenses for the three months ended
April 30, 1998 increased to $20.7 million (29.2% of net sales) from $14.2
million (25.5% of net sales) for the three months ended April 30, 1997.
Selling, general, and administrative expenses for the quarter were impacted
by higher fixed store expenses as a percentage of sales caused by lower
comparable store sales, as well as higher advertising expenses. The
Company has responded by implementing action plans designed to reduce
expenses and produce a reduced loss in the second quarter with a return to
profitability in the third and fourth quarters of fiscal year 1999.
As a result of the foregoing, the Company incurred a loss from operations
of $2.4 million (3.4% of net sales) for the three months ended April 30,
1998, compared to income from operations of $290,000 (0.5% of net sales)
for the three months ended April 30, 1997.
Interest expense increased to $1.1 million for the three months ended April
30, 1998 from $783,000 for the three months ended April 30, 1997. This
increase was due primarily to higher average amounts outstanding under the
Company's revolving line of credit that was used for the acquisition of
Audio King.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's primary sources of liquidity for funding
expansion and growth have been net cash from operations, revolving credit
lines, term loans and issuance of common stock. The Company's initial
public offering in October 1993 resulted in proceeds of $17.8 million (net
of all offering costs). The Company completed a second offering of its
common stock in November 1995 and received net proceeds of $12.5 million
7
<PAGE>
(net of all offering costs). With the addition of Audio King and the
opening of a new store in August 1997 in Lakewood, Colorado, the Company
now operates a total of 30 stores in nine states.
In March 1995, the Company received proceeds of $12.3 million (net of the
underwriting discount and other associated costs) from the sale of $13.0
million aggregate principal amount of 10.25% First Mortgage Bonds (the
"Bond Offering"). The proceeds of the Bond Offering were used to fund a
substantial portion of the construction of the Company's warehouse, office,
service and store facility in Thornton, Colorado (the "Thornton Facility").
Interest on the bonds accrues at the rate of 10.25% per year until maturity
or earlier redemption. The Company is required to redeem $3.25 million
aggregate principal amount of the bonds annually (reduced to the extent of
the bonds purchased or redeemed by the Company earlier) on January 31, 2002
and on January 31 of each of the three years thereafter, at a redemption
price equal to par plus accrued interest to the date of redemption. The
bonds are not redeemable prior to March 31, 2000 and are secured by
the Thornton Facility.
Net cash used in operations was $3.9 million for the three months ended
April 30, 1998 compared to net cash provided by operations of $1.9 million
for the three months ended April 30, 1997.
The Company intends to continue its expansion into select metropolitan
areas in the Rocky Mountain, Midwest and Southwest regions with its larger
format stores. During fiscal 1999, the Company will be analyzing new store
opportunities in existing markets to replace the Company's smaller
locations. The Company expects to relocate and expand two to five of its
locations within the next three years along with the possibility of adding
new stores. At the present time, no firm commitments for relocated or new
sores have been made. The Company currently anticipates these events to
occur after fiscal 1999. The size of these future stores is anticipated to
be approximately 24,000 to 36,000 square feet at a projected cost of $30 to
$55 per square foot. The inventory requirement for the Company's new
larger format stores averages approximately $2.0 million per store,
approximately $1.0 million of which is financed through credit.
The Company's primary capital requirements are directly related to
expenditures for new store openings and the remodeling and upgrading of
existing store locations. With the exception of the Thornton Facility, all
stores are leased. Capital expenditures to relocate and expand existing
stores in fiscal 1999 are expected to average $1.5 million per store,
excluding preopening expenses averaging $125,000. Preopening costs include
such items as advertising prior to opening, recruitment and training of new
employees and any costs of early termination of store leases.
The Company executed its revolving line of credit agreement with Norwest
Bank Colorado, N.A. on November 21, 1996. The agreement expires on
September 30, 1998, at which time all outstanding principal borrowings
become due. At April 30, 1998, amounts payable under the revolving line of
credit agreement have been classified in the accompanying balance sheet as
short term; however, management intends to renew or extend the existing
credit agreement. Borrowings under the revolving line of credit are
limited to the lesser of $35 million or 70% of eligible inventory.
Borrowings under this credit facility in the amount of $30.1 million were
outstanding as of April 30, 1998. Borrowings are secured by accounts
receivable, inventories and equipment. Due to lower than anticipated sales
during fiscal year 1998 and the first quarter of fiscal 1999, the Company
was in violation of its financial covenants under the credit agreement and
received a waiver from the bank for the violations. On June 12, 1998, the
credit agreement was amended to reduce its net worth requirement and
increase its ratio of Funded Indebtedness to EBITDA. Management believes
the Company's operations will be sufficient to enable the Company to be
in compliance with the amended covenants for all remaining periods of
fiscal year 1999.
The Company believes that its cash flow from operations and borrowings
under existing and new credit facilities will be sufficient to fund the
Company's operations and its store relocation plans for fiscal 1999 and
debt repayment. The Company's existing credit agreement expires on
September 30, 1998. There can be no assurance that the Company will be
able to extend or renew its existing credit agreement on favorable terms,
if at all, or be able to access additional funding resources.
8
<PAGE>
To fund the capital requirements for its anticipated expansion plans beyond
fiscal 1999, the Company may be required to seek additional financing,
which may take the form of expansion of its existing credit facility if
extended or renewed, or possibly additional debt or equity financings.
There can be no assurance that the Company will be able to obtain such
funds on favorable terms, if at all.
SEASONALITY
The Company's business is affected by seasonal consumer buying patterns.
As is the case with many other retailers, the Company's sales and profits
have been greatest in the fourth quarter (which includes the holiday
selling season). Operating results are dependent upon a number of factors,
including discretionary consumer spending, which is affected by local,
regional or national economic conditions affecting disposable consumer
income, such as employment, business conditions, interest rates and
taxation. The Company's quarterly results of operations may fluctuate
significantly as a result of a number of factors, including the timing of
new or relocated and expanded store openings and related expenses, the
success of new stores and the impact of new stores on existing stores,
among others. As the Company has opened additional stores or relocated and
expanded stores within markets it already serves, sales at existing stores
have been adversely affected. Such adverse effects may occur in the
future. The Company's quarterly operating results also may be affected by
increases in merchandise costs, price changes in response to competitive
factors, new and increased competition, product availability and the costs
associated with the opening of new stores.
YEAR 2000 ISSUE
Until recently most computer programs were written to store only two digits
of date related information in order to more efficiently handle and sort
data. As a result, these programs were unable to properly distinguish
between dates occurring in the year 1900 and dates occurring in the year
2000. This is referred to as the "Year 2000 Issue". During fiscal 1999,
the Company has begun to review all applications to evaluate the Company's
exposure to the year 2000 issue. Management does not believe the Company
will have to modify or replace any significant portion of its computer
applications in order for its computer systems to function properly with
respect to dates in the year 2000 and thereafter. In addition, the Company
is coordinating with significant third party entities with which it does
business to address potential year 2000 issues in order to minimize the
potential adverse consequences, if any, that could result from failure of
such entities to address this issue.
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, the Company is a party to certain legal proceedings
arising in the ordinary course of its business. Management believes
that any resulting liability, individually or in the aggregate, will
either be covered by insurance or will not have a material adverse
effect on the Company's financial condition.
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Documents filed with this report:
10.22 Fourth amendment to Credit Agreement between
Ultimate Electronics, Inc. and Norwest Bank
Colorado, National Association and Norwest
Business Credit, Inc. dated June 12, 1998
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
10
<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.
Ultimate Electronics, Inc.
Date: June 12, 1998 By: /s/ Alan E. Kessock
------------------ ----------------------------------------
Alan E. Kessock
Vice President, Chief Financial Officer,
Secretary and a Director (Principal
Financial and Accounting Officer)
11
<PAGE>
FOURTH AMENDMENT TO
CREDIT AGREEMENT
This Fourth Amendment is made this 12th day of June, 1998, by and between
ULTIMATE ELECTRONICS, INC., a Delaware corporation (the "Borrower"), NORWEST
BANK COLORADO, NATIONAL ASSOCIATION (the "Lender") and NORWEST BUSINESS
CREDIT, INC, a Minnesota corporation, as administrative agent for the Lender
(the "Administrative Agent").
RECITALS
The Borrower, the Lender and the Administrative Agent entered into a Credit
Agreement dated as of November 21, 1996, as amended (the "Credit Agreement").
The Borrower has requested that the Lender change certain covenants in, and
waive certain defaults under, the Credit Agreement. The Lender is willing to
do so on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual promises
herein contained, the parties hereto agree as follows:
1. Section 1.1 of the Credit Agreement is hereby amended by amending the
definition of the term "Borrowing Base" contained therein to read in its
entirety as follows:
"Borrowing Base" shall mean, and at any time and subject to change from
time to time in the Administrative Agent's sole discretion, 70% of the
value of the Acceptable Inventory, determined in accordance with GAAP on a
basis consistent with accounting practices used in the financial statements
of the Borrower referred to in Section 5.8 hereof, subject to audit, review
and adjustment based thereon by the Administrative Agent, which percentage
shall decrease to 69.5% on August 1, 1998, and shall be decreased by an
additional 0.5% every other Monday thereafter; provided, however, that
unless an Event of Default or event that with notice or the passage of time
would constitute an Event of Default then exists, the Administrative Agent
will give Borrower (20) days' notice of any change in the method of
calculation of the Borrowing Base, and will base any other reduction in the
percentage of Acceptable Inventory used in determining the Borrowing Base
on the Administrative Agent's good faith judgment as to the liquidation
value of such Acceptable Inventory."
2. Section 6.13 of the Credit Agreement is hereby amended by amending
subsections (b) and (c) thereto to read in their entirety as follows:
"(b) Maintain during each of the periods set forth below, a minimum Net
Worth calculated as at the end of each month in such period in an amount
which is greater than or equal to the amount set forth opposite such
period; PROVIDED THAT the minimum Net Worth that the Borrower is required
to maintain shall be increased by the sum of 100% of the net proceeds
received by the Borrower for the sale of any equity securities after the
date of this Agreement:
<TABLE>
<CAPTION>
Period Minimum Net Worth
------ -----------------
<S> <C>
May 1, 1998 to and including $41,950,000
May 31, 1998
June 1, 1998 to and including $41,400,000
June 30, 1998
July 1, 1998 to and including $41,250,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
July 31, 1998
</TABLE>
(c) Maintain on each of the dates set forth below a maximum ratio of
Funded Indebtedness to EBITDA determined for the four fiscal quarters of
the Borrower ending on such date that is less than or equal to the ratio
set forth opposite such date:
<TABLE>
<CAPTION>
Date Ratio
---- -----
<S> <C>
July 31, 1998 6.70 to 1.00"
</TABLE>
3. Section 7.1 of the Credit Agreement is hereby amended to read in its
entirety as follows:
"Section 7.1 FIXED ASSETS EXPENDITURES. Make any capital expenditures
(as such term is defined in accordance with GAAP) or expenditures for fixed
assets in an aggregate amount in excess of $400,000 per quarter during its
1999 fiscal year."
4. WAIVER OF DEFAULTS. The Borrower is in default of Section 6.13(b) and
(c) of the Credit Agreement (collectively, the "Defaults"). Upon the terms
and subject to the conditions set forth in this Amendment, the Lender hereby
waives the Defaults as of April 30, 1998. This waiver shall be effective only
in this specific instance and for the specific purpose for which it is given,
and this waiver shall not entitle the Borrower to any other or further waiver
in any similar or other circumstances.
5. RELEASE. The Borrower hereby absolutely and unconditionally releases
and forever discharges the Lender, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers,
indemnitors, successors and assigns thereof, together with all of the present
and former directors, officers, agents and employees of any of the foregoing,
from any and all claims, demands or causes of action of any kind, nature or
description, whether arising in law or equity or upon contract or tort or
under any state or federal law or otherwise, which the Borrower has had, now
has or has made claim to have against any such person for or by reason of any
act, omission, matter, cause or thing whatsoever arising from the beginning
of time to and including the date of this Amendment, whether such claims,
demands and causes of action are matured or unmatured or known or unknown.
6. Except as specifically amended hereby, the Credit Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be
duly executed as of the day and year first above written.
ULTIMATE ELECTRONICS, INC.
By: /s/ Mr. Alan Kessock
---------------------------------------------
Its: Vice President of Finance
NORWEST BANK COLORADO, NATIONAL ASSOCIATION
By: /s/ Ms. Karen Hardy
----------------------------------------------
Its: Vice President
NORWEST BUSINESS CREDIT, INC.
By: /s/ Ms. Pamela Klempel
----------------------------------------------
Its: Assistant Vice President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> APR-30-1998
<CASH> 1,106
<SECURITIES> 0
<RECEIVABLES> 16,429
<ALLOWANCES> 237
<INVENTORY> 44,642
<CURRENT-ASSETS> 64,281
<PP&E> 64,577
<DEPRECIATION> 14,829
<TOTAL-ASSETS> 119,378
<CURRENT-LIABILITIES> 60,521
<BONDS> 55,832
0
0
<COMMON> 81
<OTHER-SE> 42,429
<TOTAL-LIABILITY-AND-EQUITY> 117,328
<SALES> 70,882
<TOTAL-REVENUES> 70,882
<CGS> 52,622
<TOTAL-COSTS> 52,622
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,076
<INCOME-PRETAX> (3,509)
<INCOME-TAX> (1,298)
<INCOME-CONTINUING> (2,217)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,211)
<EPS-PRIMARY> (0.27)
<EPS-DILUTED> (0.27)
</TABLE>
