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 quarter ended January 25, 1997
Commission file number 1-12353
DOMINICK'S SUPERMARKETS, INC.
(Exact name of registrant as specified in charter)
Delaware 94-3220603
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
505 Railroad Avenue
Northlake, Illinois 60164
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (708) 562-1000
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 at least the past 90 days. YES [X] NO [ ].
At March 3, 1997 there were 16,080,074 shares of Common Stock
outstanding and 5,278,962 shares of Non-Voting Common Stock
outstanding.
<PAGE>
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
January 25, 1997 (unaudited) and November 2, 1996 1
Consolidated Statements of Operations for the 12 weeks
ended January 25, 1997 and January 20, 1996 (unaudited) 2
Consolidated Statements of Cash Flows for the 12 weeks
ended January 25, 1997 and January 20, 1996 (unaudited) 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
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<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
January 25, 1997 November 2, 1996
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 21,191 $ 32,735
Cash reserved for stock redemption - 50,780
Receivables, net 20,694 16,723
Inventories 203,947 203,411
Prepaid expenses and other 24,059 21,860
Total current assets 269,891 325,509
Property and equipment, net 383,649 368,224
Other assets:
Deferred financing costs, net 11,271 11,524
Goodwill, net 417,656 420,182
Other 27,215 27,546
Total other assets 456,142 459,252
Total assets $ 1,109,682 $ 1,152,985
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 158,309 $ 187,787
Accrued payroll and related liabilities 28,441 30,896
Taxes payable 26,081 18,234
Other accrued liabilities 67,127 61,465
Current portion of long-term debt 377 376
Current portion of capital lease obligations 11,337 9,676
Total current liabilities 291,672 308,434
Long-term debt:
Term loans 215,578 200,644
Senior subordinated debt 200,000 200,000
Capital lease obligations 135,832 130,052
Deferred income taxes and other liabilities 82,319 84,004
Redeemable Exchangeable Cumulative
Preferred Stock Series A, $.01 par value, 40,000 shares
authorized, issued and outstanding at November 2, 1996,
liquidation and redemption at $1,000 per share plus accumulated
and unpaid dividends - 50,780
Stockholders' equity:
Common Stock, $.01 par value 50,000,000 shares authorized,
16,080,074 issued and outstanding at January 25, 1997 and
November 2, 1996 161 161
Non-Voting Common Stock, $.01 par value, 10,000,000 shares
authorized, 5,278,962 shares issued and outstanding at
January 25, 1997 and November 2, 1996 52 52
Additional paid-in capital 205,419 205,394
Accumulated deficit (21,351) (26,536)
Total stockholders' equity 184,281 179,071
Total liabilities and stockholders' equity $ 1,109,682 $ 1,152,985
See accompanying notes.
</TABLE>
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<TABLE>
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
12 Weeks 12 Weeks
Ended Ended
January 25, 1997 January 20, 1996
<S> <C) <C>
Sales $ 602,923 $ 584,362
Cost of sales 460,616 452,410
Gross profit 142,307 131,952
Selling, general and administrative expenses 119,012 112,622
Operating income 23,295 19,330
Interest expense 12,911 16,514
Income before income taxes 10,384 2,816
Income tax expense 5,199 2,146
Net income 5,185 670
Preferred stock accretion - 1,509
Net income (loss) attributable to common stockholders $ 5,185 $ (839)
Per Share
Income (loss) per common share $ 0.23 $ (.05)
Average number of common and common equivalent
shares outstanding 22,118 15,489
See accompanying notes.
</TABLE>
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<TABLE>
DOMINICK'S SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
12 Weeks 12 Weeks
Ended Ended
January 25, 1997 January 20, 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,185 $ 670
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 12,021 10,164
Amortization of deferred financing costs 252 812
Gain on disposal of assets (44) -
Changes in operating assets and liabilities:
Receivables (3,972) 3,643
Inventories (536) 1,856
Prepaid expenses (3,064) (985)
Accounts payable (29,478) (33,521)
Accrued liabilities and taxes payable 9,117 (7,273)
Total adjustments (15,704) (25,304)
Net cash used in operating activities (10,519) (24,634)
Cash flows from investing activities:
Capital expenditures (21,108) (3,563)
Proceeds from sale of assets 56 117
Net cash used in investing activities (21,052) (3,446)
Cash flows from financing activities:
Principal payments for long-term debt and
capital lease obligations (4,013) (9,951)
Proceeds from sale-leaseback of assets 8,848 16,911
Increase in revolving debt 15,000 -
Redemption of preferred stock (50,780) -
Deferred financing costs and other 192 (322)
Net cash provided by (used in) financing activities (30,753) 6,638
Net decrease in cash and cash equivalents (62,324) (21,442)
Cash and cash equivalents (including $50.8
million of cash reserved for preferred stock
redemption in 1997) at beginning of period 83,515 55,551
Cash and cash equivalents at end of period $ 21,191 $ 34,109
See accompanying notes.
</TABLE>
<PAGE>
DOMINICK'S SUPERMARKETS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated balance sheet of Dominick's Supermarkets Inc.
(together with its subsidiaries, the ``Company'') as of Ja nuary 25,
1997, and the consolidated statements of operations and cash flows for
the 12-week period ended January 25, 1997, and January 20, 1996, are
unaudited, but include all adjustments which the Company considers
necessary for a fair presentation of its consolidated financial
position, results of operations and cash flows for these periods. These
interim financial statements do not include all disclosures required by
generally accepted accounting principles and, therefore, should be read
in conjunction with the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the fiscal year ended
November 2, 1996. Results of operations for interim periods are not
necessarily indicative of the results for a full fiscal year.
On November 1, 1996, the Company completed its initial public
offering of Common Stock (the "IPO") which resulted in the issuance of
5.9 million additional shares of Common Stock. Net proceeds to the
Company from the IPO, after deducting issuance costs, were $97.7
million. The Company used $50.8 million of the proceeds to repurchase
all of its outstanding redeemable preferred stock on January 2, 1997
(and paid a $0.9 million preferred stock dividend on November 1, 1996).
Additionally, $35.9 million of the IPO proceeds, together with
$45.0 million of available cash and $193.6 million of proceeds under the
Company's credit facility was used to repay all of the outstanding
borrowings under the Company's then existing credit facility. The
remaining IPO proceeds were used to terminate a consulting agreement.
The Company uses a 52-53 week fiscal year ending on the Saturday
closest to October 31. The Company operates supermarkets in Chicago,
Illinois, and its suburbs. The consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries.
The Company has no operations other than those of its subsidiaries.
Inventories
Inventories are stated at the lower of cost, primarily using the
last-in, first-out (LIFO) method, or market. If inventories had been
valued using replacement cost, inventories would have been higher by
$3,960,000 and $3,355,000 at January 25, 1997 and November 2, 1996,
respectively, and gross profit and operating income would have been
greater by $605,000 and $450,000 for the 12 weeks ended January 25, 1997
and January 20, 1996, respectively.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table sets forth the historical results of the
Company for the 12 weeks ended January 25, 1997 and for the 12 weeks
ended January 20, 1996, expressed in millions of dollars and as a
percentage of sales.
<TABLE>
12 Weeks Ended
January 25, 1997 January 20,1996
(unaudited)
<S> <C> <C> <C> <C>
Sales $602.9 100.0 % $584.4 100.0 %
Gross profit 142.3 23.6 % 132.0 22.6 %
Selling, general and
administrative expenses 119.0 19.7 % 112.6 19.3 %
Operating income 23.3 3.9 % 19.3 3.3 %
Interest expense 12.9 2.1 % 16.5 2.8 %
Income tax expense 5.2 0.9 % 2.1 0.4 %
Net income 5.2 0.9 % 0.7 0.1 %
Preferred stock accretion - - 1.5 0.2 %
Net income (loss) attributable to common stockholders 5.2 0.9 % (0.8) (0.1 %)
</TABLE>
Comparison of Results of Operations for the 12 Weeks Ended January 25, 1997
with the 12 Weeks Ended January 20, 1996
Sales: Sales increased $18.5 million, or 3.2%, from $584.4 million
in the 12 weeks ended January 20, 1996 to $602.9 million in the 12 weeks
ended January 25, 1997. The increase in sales in the fiscal 1997 period
was primarily attributable to the opening of four new Dominick's Fresh
Stores in the fourth quarter of fiscal 1996, partially offset by a
decrease in comparable store sales of 0.7%. The decrease in comparable
store sales is due to greater remodel construction activity compared to
the prior year period, which caused some disruption in 12 stores.
Additionally, the shortened holiday season in the fiscal 1997 period
also impacted sales.
Gross Profit: Gross profit increased $10.3 million, or 7.8%, from
$132.0 million in the 12 weeks ended January 20, 1996 to $142.3 million
in the 12 weeks ended January 25, 1997. Gross profit as a percentage of
sales increased from 22.6% in the 12 weeks ended January 20, 1996 to
23.6% in the 12 weeks ended January 25, 1997, due primarily to the
Company's ongoing efforts to reduce its cost of goods through purchasing
improvements and to increase sales and margins in its grocery and drug
departments.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses ("SG&A") increased $6.4 million, or 5.7%, from
$112.6 million in the 12 weeks ended January 20, 1996 to $119.0 million
in the 12 weeks ended January 25, 1997. SG&A increased from 19.3% of
sales in the 12 weeks ended January 20, 1996 to 19.7% of sales in the 12
weeks ended January 25, 1997. The increase in SG&A as a percentage of
sales reflects planned increases in rent and occupancy costs associated
with new and replacement stores opening in the second half of fiscal
1996.
<PAGE>
Operating Income: Operating income for the 12 weeks ended January
25, 1997 increased $4.0 million, or 20.7%, from $19.3 million in the 12
weeks ended January 20, 1996 to $23.3 million as a result of the factors
discussed above.
Interest Expense: Interest expense decreased from $16.5 million in
the 12 weeks ended January 20, 1996 to $12.9 million in the 12 weeks
ended January 25, 1997. The decrease in interest expense was due to
lower borrowings and interest rates following the Company's IPO.
Net Income: Net income increased from $0.7 million in the 12 weeks
ended January 20, 1996 to $5.2 million in the 12 weeks ended January 25,
1997 as a result of the factors discussed above. After deducting
preferred stock accretion of $1.5 million in the 12 weeks ended January
20, 1996, net income (loss) attributable to common stockholders improved
from a net loss of $0.8 million in the 12 weeks ended January 20, 1996
to net income of $5.2 million in the 12 weeks ended January 25, 1997.
Liquidity and Capital Resources
The Company's principal sources of liquidity are cash flow from
operations, borrowings under the New Revolving Facility (as defined
below) and capital and operating leases. The Company's principal uses
of liquidity are to provide working capital, finance capital
expenditures and meet debt service requirements.
On November 1, 1996, the Company completed its initial public
offering of Common Stock (the "IPO") which resulted in the issuance of 5.9
million additional shares of Common Stock. Net proceeds to the
Company from the IPO, after deducting issuance costs, were $97.7
million. The Company used $50.8 million of the proceeds to repurchase
all of its outstanding redeemable preferred stock on January 2, 1997
(and paid a $0.9 million preferred stock dividend on November 1, 1996).
Additionally, $35.9 million of the IPO proceeds, together with
$45.0 million of available cash and $193.6 million of proceeds under the
New Credit Facility (as defined below), were used to repay all of the
outstanding borrowings under the Company's then existing credit
facility. The remaining proceeds were used to terminate a consulting
agreement. As a result of these changes, the Company's debt was reduced
and it anticipates that its future results of operations will reflect
reduced levels of interest expense.
On November 1, 1996, the Company entered into a credit facility
with a syndicate of financial institutions (the ``New Credit
Facility"). The New Credit Facility provides for a $100 million
amortizing term loan (the "New Term Loan"), a $105 million revolving
term facility (the ``New Revolving Term Facility'') and a $120 million
revolving facility (the "New Revolving Facility," and together with
the New Revolving Term Facility, the ``New Revolving Facilities''),
each of which has a six and one-half year term. The New Revolving
Facility is available for working capital and general corporate
purposes, including up to $50 million to support letters of credit. Up
to $20 million of the New Revolving Facility is available as a
swingline facility (i.e., a facility which permits same-day borrowings
directly from the agent under the New Credit Facility). The Company is
not required to reduce borrowings under the New Revolving Facilities by
a specified amount each year. The New Term Loan requires quarterly
amortization payments commencing in second quarter of fiscal 1998 in
amounts ranging from $2.5 million to $7.5 million per quarter. The
Company will also be required to make prepayments under the New Credit
Facility, subject to certain exceptions, with a percentage of its
consolidated excess cash flow and with the proceeds from certain asset
sales, issuance's of debt securities and any pension plan reversions.
The Company used approximately $10.5 million of cash for operating
activities during the 12 weeks ended January 25, 1997 compared to $24.6
million in the same period last year. The reduction in cash used for
operating activities during the 12 weeks ended January 25, 1997 is
attributable to lower interest expense and the timing of cash
payments for interest. The Company anticipates that one of the
principal uses of cash in its operating activities will be inventory
purchases. However, supermarket operators typically require small
amounts of working capital since inventory is generally sold prior to
the time that payments to suppliers are due. This reduces the need for
short-term borrowings and allows cash from operations to be used for
non-current purposes such as financing capital expenditures and other
investing activities. Consistent with this pattern, the Company had a
working capital deficit of $21.8 million at January 25, 1997.
The Company's cash used in investing activities for the 12 weeks
ended January 25, 1997 was $21.0 million, which consisted principally of
capital expenditures related to store remodels, and, to a lesser extent,
expenditures for warehousing, distribution and manufacturing facilities
and equipment, including data processing and computer systems.
The Company plans to make gross capital expenditures of
approximately $84 million (or $55 million net of expected capital
leases) in fiscal 1997. Such expenditures consist of approximately $60
million related to remodels and new stores, as well as ongoing store
expenditures for equipment and maintenance and approximately $24 million
related to warehousing, distribution and manufacturing facilities and
equipment, including data processing and computer systems. Management
expects that these capital expenditures will be financed primarily
through cash flow from operations and lease financing. During the 12
weeks ended January 25, 1997, the Company sold and leased-back under
capital leases approximately $9 million of certain existing owned
equipment.
The capital expenditure plans discussed above do not include
potential acquisitions which the Company could make to expand within its
existing market or to enter contiguous markets. The Company
considers acquisition opportunities from time to time. In March 1997,
the Company completed the purchase of Byerly's two Chicago area stores,
which have been closed for remodeling to the "Fresh Store" format.
The Company is also evaluating other acquisition opportunities in its
market area, although no agreements have been reached. Any such future
acquisition depending on its size and the form of consideration may require
the Company to seek additional debt or equity financing.
The Company is a holding company that has no material operations
other than its ownership of the capital stock of Dominick's Finer Foods,
Inc. (``Dominick's''). As a result, the Company is dependent upon
distributions or advances from Dominick's to obtain cash to pay
dividends or for other corporate purposes. Dominick's principal debt
instruments generally restrict Dominick's from paying dividends or
otherwise distributing cash to the Company, except under certain limited
circumstances, including for the payment of taxes and, subject to
limitations, for general administrative purposes.
The Company, in the ordinary course of its business, is party to
various legal actions. One case currently pending alleges gender
discrimination by Dominick's and seeks compensatory and punitive damages
in an unspecified amount. The plaintiffs' motion for class
certification is currently pending before the court. A federal
magistrate has recommended that the female subclass be certified, see
"Legal Proceedings." Due to the numerous legal and factual issues
which must be resolved during the course of this litigation, the Company
is unable to predict the ultimate outcome of this lawsuit. If Dominick's
were held liable for the alleged discrimination (or otherwise concludes
that it is in the Company's best interest to settle the matter), it
could be required to pay monetary damages (or settlement payments) which,
depending on the outcome of the class certification motion (and the size of
any class certified), the theory of recovery or the resolution of the
plaintiffs' claims for compensatory and punitive damages, could be substantial
and could have a material adverse effect on the Company. Based upon the
current state of the proceedings, the Company's assessment to date of the
underlying facts and circumstances and the other information currently
available, and although no assurances can be given, the Company does not believe
that the resolution of this litigation will have a material adverse
effect on the Company's overall liquidity. As additional information is
gathered and the litigation proceeds, the Company will continue to
assess its potential impact.
The Company is highly leveraged. Based upon current levels of
operations and anticipated cost savings and future growth, the Company
believes that its cash flows from operations, together with available
borrowings under the New Revolving Facility and its other sources of
liquidity (including capital and operating leases), will be adequate to
meet its anticipated requirements for working capital, debt service and
capital expenditures over the next few years. However, there can be no
assurance that the Company will generate sufficient cash flow from
operations or that it will be able to make future borrowings under the
New Credit Facility.
Effects of Inflation
The Company's primary costs, inventory and labor, are affected by a
number of factors that are beyond its control, including the
availability and price of merchandise, the competitive climate and
general and regional economic conditions. As is typical of the
supermarket industry, the Company has generally been able to maintain
gross profit margins by adjusting its retail prices, but competitive
conditions may from time to time render it unable to do so while
maintaining its market share.
Cautionary Statement for Purposes of ``Safe Harbor Provisions" of the
Private Securities Litigation Reform Act of 1995
When used in this report, the words "estimate,""expect,""project" and
similar expressions, together with other discussion of future trends or
results, are intended to identify forward-looking statements within
the meaning of Section 27A of the Securities Act of1933, as amended
(the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Such statements are subject to certain risks and uncertainties,
including those discussed below, that could cause actual results to
differ materially from those projected. These forward-looking
statements speak only as of the date hereof. All of these forward-
looking statements are based on estimates and assumptions made by
management of the Company, which although believed to be reasonable, are
inherently uncertain and difficult to predict; therefore, undue reliance
should not be placed upon such estimates. There can be no assurance
that the savings or other benefits anticipated in these forward looking
statements will be achieved. The following important factors, among
others, could cause the Company not to achieve the cost savings or other
benefits contemplated herein or otherwise cause the Company's results of
operations to be adversely affected in future periods: (i) continued or
increased competitive pressures from existing competitors and new
entrants, including price-cutting strategies; (ii) unanticipated costs
related to the Company's growth and operating strategies; (iii) loss or
retirement of key members of management; (iv) inability to negotiate
more favorable terms with suppliers or to improve working capital
management; (v) increase in interest rates of the Company's cost of
borrowing or a default under any material debt agreements; (vi)
inability to develop new stores in advantageous locations or to
successfully convert existing stores; (vii) prolonged labor disruption;
(viii) deterioration in general of regional economic conditions; (ix)
adverse state or federal legislation or regulation that increases the
cost of compliance, or adverse findings by a regulator with respect to
existing operations; (x) loss of customers as result of the conversion
of store formats; (xi) adverse determinations in connection with pending
or future litigation or other material claims and judgments against the
Company; (xii) inability to achieve future sales ; and (xiii) the
unavailability of funds for capital expenditures. Many of such factors
are beyond the control of the Company. In addition, there can be no
assurance that unforeseen costs and expenses or other factors will not
offset or adversely affect the projected cost savings or other benefits
in whole or in part.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On March 16, 1995, a lawsuit was filed in the United States
District Court for the Northern District of Illinois against Dominick's
by two employees of Dominick's. The plaintiffs' original complaint
asserted allegations of gender discrimination and sought compensatory
and punitive damages in an unspecified amount. The plaintiffs filed an
amended complaint on May 1, 1995. The amended complaint added four
additional plaintiffs and asserted allegations of gender and national
origin discrimination. The plaintiffs filed a second amended complaint
August 16, 1996 adding three additional plaintiffs. The plaintiffs'
motion for class certification is currently pending before the court.
On February 21, 1997, the magistrate judge issued a report and
recommendation in which he recommended that the subclass of female
employees be certified and that the subclass of Hispanic employees not
be certified. That report and recommendation is now before the district
court judge. The Company will object to the report and recommendation
of the magistrate judge concerning the female subclass, and the
plaintiffs are expected to object to the recommendation concerning the
Hispanic subclass. The parties are currently in the process of briefing
those objections. The district court is obligated to conduct a de novo
review of the certification issue. The Company plans to vigorously defend
this lawsuit. Due to the numerous legal and factual issues which must be
resolved during the course of this litigation, the Company is unable to
predict the ultimate outcome of this lawsuit. If Dominick's was held
liable for the alleged discrimination (or otherwise concludes that it is
in the Company's best interest to settle the matter), it could be
required to pay monetary damages (or settlement payments) which,
depending on the outcome of the class certification motion (and the size
of any class certified), the theory of recovery or the resolution of the
plaintiffs' claims for compensatory and punitive damages, could be
substantial and could have a material adverse effect on the Company.
Based upon the current state of the proceedings, the Company's
assessment to date of the underlying facts and circumstances and the
other information currently available, and although no assurances can be
given, the Company does not believe that the resolution of this
litigation will have a material adverse effect on the Company's overall
liquidity. As additional information is gathered and the litigation
proceeds, the Company will continue to assess its potential impact.
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
Exhibit 27 - Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 10, 1997 DOMINICK'S SUPERMARKETS, INC.
/s/Robert A. Mariano
Robert A. Mariano
President and Chief Executive Officer
/s/ Darren W. Karst
Darren W. Karst
Executive Vice President, Chief Financial Officer
<PAGE>
12<PAGE>
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-01-1997
<PERIOD-END> JAN-25-1997
<CASH> 21,191
<SECURITIES> 0
<RECEIVABLES> 20,694
<ALLOWANCES> 0
<INVENTORY> 203,947
<CURRENT-ASSETS> 268,891
<PP&E> 440,819
<DEPRECIATION> 57,170
<TOTAL-ASSETS> 1,109,682
<CURRENT-LIABILITIES> 291,672
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0
0
<COMMON> 22,118
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<SALES> 602,923
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<CGS> 460,616
<TOTAL-COSTS> 460,616
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