<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 January 31, 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: 33-93302
AM General Corporation
(Exact name of registrant as specified in its charter)
======================================
Delaware 35-1852615
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation ororganization )
105 North Niles Avenue
South Bend, Indiana 46617
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (219) 284-2907
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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
---
1,000 shares of the registrant's common stock, par value $.01 per share, is
outstanding as of March 17, 1998.
<PAGE>
AM General Corporation
Form 10-Q
Quarter Ended January 31, 1998
<TABLE>
<CAPTION>
<S> <C>
PART I - FINANCIAL INFORMATION 3
ITEM 1. FINANCIAL STATEMENTS 3
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 7
Three Months Ended January 31, 1998 ("first quarter of 1998") compared to
Three Months Ended January 31, 1997 ("first quarter of 1997") 9
Liquidity and Capital Resources 13
Forward-Looking Statements 13
PART II - OTHER INFORMATION 15
ITEM 1. LEGAL PROCEEDINGS 15
Age Discrimination Claim 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 16
SIGNATURES 17
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
AM General Corporation and Subsidiary
Consolidated Balance Sheets
(Dollar amounts in thousands, except share information)
================================================================================================================================
October 31, January 31,
Assets 1997 1998
================================================================================================================================
(unaudited)
<S> <C> <C>
Current assets:
Cash $ 1,190 4,295
Accounts receivable, net 52,661 48,468
Inventories 87,299 87,003
Prepaid expenses 2,802 2,592
Deferred income taxes 6,198 6,192
================================================================================================================================
Total current assets 150,150 148,550
Income taxes receivable 1,379 3,558
Property, plant, and equipment, net 44,920 43,517
Deferred income taxes 24,354 24,782
Goodwill, net 83,585 82,513
Other assets 11,870 11,221
================================================================================================================================
$ 316,258 314,141
================================================================================================================================
Liabilities and Stockholder's Deficit
================================================================================================================================
Current liabilities:
Current maturities of long-term debt $ 0 0
Current maturities of other liabilities 0 0
Accounts payable 33,784 29,105
Accrued expenses 60,510 53,514
================================================================================================================================
Total current liabilities 94,294 82,619
Long-term debt, excluding current maturities 83,195 96,415
Postretirement benefits other than pensions, noncurrent portion 150,702 151,979
Other liabilities, excluding current maturities 13,570 14,454
================================================================================================================================
Total liabilities 341,761 345,467
================================================================================================================================
Stockholder's deficit:
8% cumulative preferred stock, $1,000 par value. Authorized 10,000 shares;
issued and outstanding 5,000 shares 5,000 5,000
Common stock, $.01 par value. Authorized, issued and outstanding 900 shares 0 0
Paid-in capital 1,000 1,000
Accumulated deficit (31,503) (37,326)
================================================================================================================================
Total stockholder's deficit (25,503) (31,326)
Commitments and contingencies
================================================================================================================================
$ 316,258 314,141
================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
AM GENERAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Dollar amounts in thousands)
(unaudited)
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
Three Months Ended
January 31,
----------------------------------
1997 1998
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 140,928 80,672
- ----------------------------------------------------------------------------------------------------
Cost and expenses:
Cost of sales 124,725 76,203
Depreciation and amortization 3,501 2,819
Selling, general, and administrative expenses 8,097 6,696
Restructuring charge 1,410 0
- ----------------------------------------------------------------------------------------------------
Earnings/(loss) before interest and income taxes 3,195 (5,046)
Interest expense, net 3,999 3,323
- ----------------------------------------------------------------------------------------------------
Loss before income taxes (804) (8,369)
Income tax (benefit)/expense 31 (2,546)
- ----------------------------------------------------------------------------------------------------
Net loss $ (835) (5,823)
- ----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
AM GENERAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
(unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
Three Months Ended
January 31,
-------------------------------
1997 1998
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (835) (5,823)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Restructuring charges 1,410 0
less Restructuring payments (60) (578)
Depreciation and amortization of plant and equipment 2,166 1,486
Other amortization 1,594 1,591
Increase (decrease) in allowance for doubtful accounts (48) 0
Increase in inventory reserve 737 323
Deferred income taxes (2,149) (421)
Amortization of bond discount 14 14
Noncash other postretirement cost 1,264 1,277
(Gain) on sale of equipment (7) (5)
Change in assets and liabilities
Accounts receivable 12,049 4,192
Inventories 20,246 (22)
Prepaid expenses 205 215
Other assets 180 128
Accounts payable (22,971) (4,678)
Accrued expenses 1,031 (6,410)
Income taxes 2,167 (2,191)
Other liabilities 19 884
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 17,012 (10,018)
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of equipment 17 5
Capital expenditures (446) (88)
- -----------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (429) (83)
- -----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Net borrowings (repayments) under line-of-credit agreement (19,842) 13,206
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities (19,842) 13,206
- -----------------------------------------------------------------------------------------------------------------------------
Net change in cash (3,259) 3,105
Cash and cash equivalents at beginning of period 5,867 1,190
- -----------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 2,608 4,295
- -----------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash items
Interest paid $ 6,180 5,490
Taxes paid 13 66
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
AM General Corporation and Subsidiary
Notes to Consolidated Financial Statements
(Dollar amounts in thousands)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements 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 statement presentation.
In the opinion of management, all adjustments (including normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended January 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
October 31, 1998.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant's Form 10-K.
Note 2. Inventories
Inventories consisted of the following:
<TABLE>
<CAPTION>
January 31,
October 31, 1998
1997 (Unaudited)
---------------- -----------------
<S> <C> <C>
Finished Goods $ 42,528 44,254
Service Parts 16,451 16,793
Extended Service Program
Production costs of goods currently
in process 4,574 3,741
Raw Materials, supplies and work in progress 28,153 26,496
---------------- -----------------
91,706 91,734
Less allowance for inventory obsolescence (4,407) (4,731)
---------------- -----------------
Total $ 87,299 87,003
================ =================
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
AM General Corporation ("AM General" or the "Company") is the largest supplier
of light tactical wheeled vehicles for the Department of Defense ("DoD"). The
Company is the original designer and sole manufacturer of the HUMVEE/HUMMER. The
Company also sells HUMVEEs to foreign military services through the DoD's
Foreign Military Sales ("FMS") program and on a direct sale basis. In 1993, the
Company began selling to industrial and retail users through its commercial
dealer network. In 1994, the Company began selling remanufactured 2-1/2-ton
medium tactical vehicles under the Army's Extended Service Program ("ESP").
HUMVEE/HUMMERs
From November 1, 1993 through May 7, 1995, the Company's HUMVEE/HUMMER
production rate was approximately 47 units per day including 35 units per day
for the US Military and its FMS customers. On May 8, 1995, the Company reduced
its HUMVEE/HUMMER production rate to 25 units per day due to lower US and
international military demand. On February 3, 1997, the Company reduced its
HUMVEE/HUMMER production rate from 25 to 16.5 units per day in order to better
match production levels with current demand. Further, the Company reduced its
corporate overhead costs, outsourced its requirements for stamped parts and
closed its Indianapolis stamping facility.
From 1990 through January 31, 1997, AM General sold 49,797 HUMVEEs under its A1
Series program with the DoD. With the sale of 601 vehicles to an FMS customer in
the first quarter of 1997, all units produced under the A1 Series program have
been sold.
The Company began producing the latest generation of military HUMVEEs, the A2
Series, in August 1995. On December 23, 1995, the Company entered into a new
multi-year annual requirements contract for A2 Series HUMVEEs known as the X001
Contract which provides a mechanism for the US Army to procure at least 2,350
HUMVEEs annually for the next five years. The contract, however, does not
require the Army to purchase the vehicles as funding for each of the respective
years must be appropriated pursuant to the annual Defense Budget. Through
January 31, 1998, a total of 7,277 vehicles have been ordered on the X001
Contract. The FY98 Defense Bill currently contains the necessary funding for the
expected 1998 production.
Management believes the current production rate of 16.5 units per day matches
the current demand for US Military and Commercial HUMVEE/HUMMERs.
Remanufacturing
In September 1993, the Company was awarded the Extended Service Program ("ESP")
Contract, the first multiyear contract to teardown and remanufacture aging
2-1/2-ton military trucks under the ESP program. Approximately three old trucks
are completely disassembled - certain parts are reworked, others are scrapped
and specific new parts are added - for every two remanufactured vehicles under
this contract. As of January 31, 1998 the Company has manufactured and delivered
a total of 3,681 trucks against firm orders of 4,303 trucks to the US government
under this contract.
The Company accounts for the ESP Contract on the Estimate at Completion ("EAC")
basis, which recognizes estimated profits in the same percentage as revenues are
recognized over the term of the contract. Estimated contract costs and profits
are reviewed periodically and adjustments recorded as necessary.
During February 1998, the Company successfully negotiated the addition of 132
vehicles to the ESP Contract and anticipates the further addition of another 199
vehicles. An additional number of vehicles are currently being discussed with
the Tank, Automotive and Armaments Command ("TAACOM"), the DoD command which
oversees this program, which, if successful, will maintain current production
levels through the end of the fiscal year. While the procurement of these
vehicles is consistent
7
<PAGE>
with TAACOM's acquisition strategy, there can be no assurance that such
discussions will lead to a successful negotiation. Should these discussions be
unsuccessful, the Company would be required to take appropriate action which
could include the layoff of ESP related personnel in conjunction with a
reduction of production activity. Should such action be necessary, it would have
a material adverse effect on the Company's financial condition and results of
operations.
On November 10, 1996, the Company was awarded a $6.9 million Phase I contract by
the DoD to build 10 prototype vehicles for the US Army and Marines' Medium
Tactical Truck Remanufacture ("MTTR") program. A competitor was awarded a
similar contract. These awards are the first phase of a remanufacturing program
for approximately 13,000 5-ton and 7-ton vehicles, a program valued at
approximately $1.8 billion. Prototypes were delivered for testing in August
1997. The Company believes the DoD will award the final contract to the
manufacturer of its choice in late 1998. The Company's competitor is an
experienced manufacturer of tactical wheeled vehicles for TAACOM; accordingly,
the Company anticipates a very high level of competition for this award.
Spare Parts Logistics Operation ("SPLO") and Systems Technical Support ("STS")
The Company's SPLO operation sells after-market parts and support-services for
vehicles manufactured by the Company. Its STS operation performs engineering
services related to the Company's military trucks and certain other military
vehicles.
8
<PAGE>
Three Months Ended January 31, 1998 ("first quarter of 1998") compared to Three
Months Ended January 31, 1997 ("first quarter of 1997")
AM General Corporation and Subsidiary
Table of Net Revenues and HUMVEE/HUMMER Unit Sales Information
( in millions, except unit information)
<TABLE>
<CAPTION>
Three months ended
January 31,
------------------------ %
1997 1998 Change Change
------- ------- ------ ------
<S> <C> <C> <C> <C>
Net Sales
HUMVEE/HUMMERs
US Military $ 56.2 29.2 -27.0 -48.0%
International (1) 33.1 0.9 -32.2 -97.3%
Commercial 17.1 15.9 -1.2 -7.0%
------- ------- -------
Total HUMVEE/HUMMERs 106.4 46.0 -60.4 -56.8%
ESP 17.6 19.2 1.6 9.1%
SPLO 10.3 10.7 0.4 3.9%
STS 6.6 4.8 -1.8 -27.3%
------- ------- -------
Total Net Sales $ 140.9 80.7 -60.2 -42.7%
HUMVEE/HUMMER Unit Sales
US Military 949 582 -367 -38.7%
International (1) 714 18 -696 -97.5%
Commercial 289 247 -42 -14.5%
------- ------- -------
Total HUMVEE/HUMMERs 1,952 847 -1105 -56.6%
HUMVEE/HUMMER Average Unit Selling Prices
US Military $59,236 50,244 8,992 -15.2%
International (1) 46,364 51,111 4,747 10.2%
Commercial 59,308 64,320 5,012 8.5%
Total HUMVEE/HUMMERs 54,538 54,367 -171 -0.3%
</TABLE>
(1) Includes FMS and Direct International Sales including $25.3 million of net
sales and 601 units for the FMS Customer
9
<PAGE>
Net Sales
The decrease in net sales was primarily due to lower demand for International
and US Military HUMVEEs. Management recognized this lower demand, and on
February 3, 1997, lowered the production rate from 25 to 16.5 units per day (a
34% reduction), reduced corporate overhead, outsourced its requirements for
stamped parts and accordingly closed its Indianapolis stamping facility. This
initiative is designed to better match unit production with current demand.
Management believes the Company's production level of 16.5 units per day has
achieved the desired level of balance between production and demand. Management
does not anticipate any further changes in the production rate. The net sales of
847 units during the first quarter of 1998 represents an average of 16.3 units
per day compared to 25.5 units per day during the first quarter of 1997.
International HUMVEE revenues were lower primarily due to the sale of 601 units
valued at $25.3 million to a specific FMS customer (the "FMS Customer") in the
first quarter of 1997. During fiscal 1995, the Company ceased production of the
A1 Series HUMVEE with the production of 768 units for the FMS Customer. Due to
delays in finalizing the contract with the FMS customer, these units remained in
inventory at the end of fiscal 1995; 167 units were sold in fiscal 1996 and the
balance of 601 were sold in the first quarter of fiscal 1997. Had these units
been sold when produced, the net sales for International HUMVEEs for the first
quarter of 1997 would have been $7.8 million.
During the first quarter of 1998, approximately $9.3 million of revenues
associated with US government directed engineering changes, US Military HUMVEE
orders and spare parts shipments were not realized due to delays in the receipt
of material and the finalization of contract terms. These revenues are expected
to be realized during the last three quarters of the fiscal year.
During the fourth quarter of 1997, the Company produced 406 units for two
customers (231 for one and 175 for another) at a total estimated selling price
of $25.0 million which remained unsold at the end of the fiscal year due to
delays in contract negotiations. Had these units been sold in the first quarter
of 1998 as expected, HUMVEE/HUMMER net sales would have increased by $25.0
million. A portion of the units for one customer was sold in February and the
balance is expected to be sold by the end of the second quarter 1998. Units for
the other customer are expected to be sold during the third quarter of 1998.
Average HUMVEE/HUMMER Unit Selling Prices
The combined average unit selling price for all HUMVEE/HUMMERs remained
substantially unchanged from the first quarter of 1997 to the first quarter of
1998. Under the X001 multi-year contract with TAACOM, prices for HUMVEE models
are fixed, subject to inflation. The average unit selling price of US Military
HUMVEEs decreased by 15.2% from the first quarter of 1997 due to a combination
of factors. During the first quarter of 1998, only the least expensive base
model unit was manufactured and sold, whereas more expensive models were sold
during the first quarter of 1997. The average unit selling price of
International HUMVEEs increased by 10.2% primarily due to the lower unit selling
prices applicable to the 601 HUMVEEs sold to the FMS Customer during the first
quarter of 1997. Commercial HUMMER average unit selling prices increased 8.5%
primarily due to the sale of HUMMERs with reduced sales incentives, more
expensive options and a general price increase.
Gross Profit
Gross profit was $4.5 million for the first quarter of 1998, a decrease of $11.7
million or 72.4% from gross profit of $16.2 million for the first quarter of
1997. The Company's gross profit margin declined from 11.5% in the first quarter
of 1997 to 5.5% in the first quarter of 1998.
The change in gross profit is directly attributed to the change in net sales
which was in connection with the Company's initiative to reduce production to
better match current demand and to reduce costs as described above. Furthermore,
gross profit during the first quarter of 1998 decreased from the first quarter
of 1997 due to the sale of a higher proportion of more profitable units to the
US Military during the first quarter of 1997. These more profitable units
favorably impacted gross margin in the first quarter of 1997 by $1.2 million.
The Company's fiscal 1998 delivery schedule includes the more profitable units
for the last three quarters of the fiscal year. Additionally, $1.5 million of
gross profit was not recognized during the first quarter of 1998 due to the $9.3
million of net sales not recognized as discussed above.
10
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The change in gross profit is also effected by the unusual sale of the 601 units
to the FMS Customer in the first quarter of 1997. The gross profit associated
with those units was $2.8 million.
As discussed above in Net Sales, the Company was unable to sell 406 units built
at the end of the prior fiscal year due to contract delays. Had the Company sold
these vehicles during the first quarter of 1998, gross profit would have
increased by approximately by $5.0 million. Management expects to sell all of
these units in this fiscal year.
Notwithstanding the foregoing, with the 16.5 unit per day production rate, and
the adverse consequences resulting from the timing differences on Net Sales as
discussed above, the Company's gross profit was reduced from the prior fiscal
quarter. Additionally, from quarter to quarter, the number of production days
varies thereby affecting the absorption of fixed costs on a per unit of
production basis. Given the Company's October 31 fiscal year end, the Company's
first fiscal quarter includes a larger proportion of non production days due to
holidays and therefore a higher rate of unabsorbed overhead costs.
Depreciation and Amortization
Depreciation and amortization expense was $2.8 million for the first quarter of
1998, a decrease of $.7 million or 20% from depreciation and amortization
expense of $3.5 million for the first quarter of 1997. The decrease was
primarily due to lower amortization of HUMVEE/HUMMER tooling in connection with
the Company's plan to reduce the production rate from 25 to 16.5 units per day,
lower depreciation expense due to the sale of Indianapolis assets and lower ESP
tooling amortization expense due to complete amortization of such tooling during
the prior fiscal year.
Selling, General and Administrative
Selling, general and administrative ("SG&A") expense was $6.7 million for the
first quarter of 1998, a decrease of $1.4 million or 17.3% from SG&A expense of
$8.1 million for the first quarter of 1997. The decrease is primarily attributed
to the Company's planned reduction in corporate overhead related costs in
conjunction with the cost reduction plan implemented in February 1997.
Restructuring charge
During the first quarter of 1997 and in connection with its plan to reduce the
production rate, the Company announced its plans to reduce certain overhead
related costs. A restructuring charge of $1.4 million was recorded in connection
with this plan. There was no similar such charge during the first quarter of
fiscal 1998.
Operating Income (Loss)
The Company recorded an operating loss for the first quarter of 1998 of $5.0
million, a decrease of $8.2 million from operating income of $3.2 million for
the first quarter of 1997. Of the change in operating income, $2.8 million is
attributed to the unusual timing of the 601 units sold to the FMS Customer in
the first quarter of 1997. Further, the decrease in operating income is
attributed to lower gross profit as discussed above. The change in gross profit
is partially offset by reductions in SG&A and depreciation and amortization
expense and the absence of any special charges such as the restructuring charge.
Interest Income and Expense
Interest expense for the first quarter of 1998 was $3.4 million, a decrease of
$.7 million or 17.1% from interest expense of $4.1 million for the first quarter
of 1997. Average debt outstanding during the first quarter of 1998 was $101.5
million at a weighted average interest rate of 12.2%. Average debt outstanding
during the first quarter of fiscal 1997 was $129.8 million at a weighted average
interest rate of 11.7%. The decrease in average debt outstanding is primarily
due to the reduction in the Company's Revolving Credit Facility, which is
primarily due to the reduction in finished goods inventory in connection with
the sale during the first quarter of 1997 of the 601 units to the FMS Customer
which had been in inventory at October 31, 1996. Interest income remained
unchanged at $.1 million.
11
<PAGE>
Income Tax (Benefit) Expense
Income tax expense was recorded at the statutory rate adjusted for permanent
differences primarily resulting from the amortization of goodwill. Income tax
benefit was $2.5 million for the first quarter of 1998, a decrease of $2.5
million from income tax expense of $.03 million for the first quarter of 1997.
The decrease in income tax expense was due to the decrease of taxable income.
Net Loss
As discussed above, the change in net income was primarily due to lower
operating income partially offset by lower interest and income tax expense.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> OCT-31-1998 OCT-31-1997
<PERIOD-START> NOV-01-1997 NOV-01-1996
<PERIOD-END> JAN-31-1998 JAN-31-1997
<CASH> 4,295 2,608
<SECURITIES> 0 0
<RECEIVABLES> 48,818 45,475
<ALLOWANCES> (350) (350)
<INVENTORY> 87,003 100,838
<CURRENT-ASSETS> 148,550 153,569
<PP&E> 95,765 104,282
<DEPRECIATION> 52,249 49,660
<TOTAL-ASSETS> 314,141 333,519
<CURRENT-LIABILITIES> 82,619 81,643
<BONDS> 74,259 74,202
0 0
5,000 5,000
<COMMON> 0 0
<OTHER-SE> (37,326) (22,798)
<TOTAL-LIABILITY-AND-EQUITY> 314,141 333,519
<SALES> 80,672 140,928
<TOTAL-REVENUES> 80,672 140,928
<CGS> 76,203 124,725
<TOTAL-COSTS> 85,718 137,733
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 3,323 3,999
<INCOME-PRETAX> (8,369) (804)
<INCOME-TAX> (2,546) 31
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (5,823) (835)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
