<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended MARCH 31, 1997
Commission File No. 333-08871
MCII HOLDINGS (USA), INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0830781
(State or other jurisdiction of (I.R.S. Employer Identification No.)
(incorporation or organization)
10 East Golf Road, Des Plaines, Illinois 60016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 299-9900
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 shares outstanding of the registrant's Common Stock:
1,000 shares as of April 30, 1997.
REDUCED DISCLOSURE FORMAT
The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
<PAGE> 2
INDEX
MCII HOLDINGS (USA), INC.
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Narrative Analysis
of the Results of Operations 8
Item 3. Quantitative and Qualitative
Disclosures About Market Risk Omitted
PART II. OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities Omitted
Item 3. Defaults Upon Senior Securities Omitted
Item 4. Submission of Matters to a Vote
of Security Holders Omitted
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
Some information included in this Report on Form 10-Q may constitute
forward-looking statements that involve a number of risks and uncertainties.
From time to time, information provided by MCII Holdings (USA), Inc. or
statements made by its employees may contain other forward-looking statements.
Factors that could cause actual results to differ materially from the
forward-looking statements include, but are not limited to: general economic
conditions including inflation, interest rate fluctuations, trade restrictions,
and general debt levels; competitive factors including price pressures,
technological developments, and products offered by competitors; inventory risks
due to changes in market demand or business strategies; and changes in effective
tax rates. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. MCII Holdings
(USA), Inc. undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MCII HOLDINGS (USA), INC.
(A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)
UNAUDITED RESTATED STATEMENT OF CONSOLIDATED INCOME
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------
(000 omitted) 1997 1996
--------- ---------
<S> <C> <C>
Revenues:
Sales $ 173,285 $ 142,665
Finance income 1,352 1,352
--------- ---------
174,637 144,017
--------- ---------
Operating costs and expenses:
Cost of sales (exclusive of items shown separately below) 135,928 111,459
Depreciation and amortization 4,899 4,332
Interest expense, finance operations 614 614
Research and development expenses 1,800 1,800
Selling, general and administrative expenses 14,751 16,949
--------- ---------
157,992 135,154
--------- ---------
Operating Income 16,645 8,863
--------- ---------
Other income and (expense):
Interest (expense) (4,952) (3,946)
Other income 820 574
--------- ---------
(4,132) (3,372)
--------- ---------
Income before income taxes 12,513 5,491
Income taxes 4,774 2,507
--------- ---------
Net Income $ 7,739 $ 2,984
========= =========
</TABLE>
1
<PAGE> 4
MCII HOLDINGS (USA), INC.
(A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, December 31,
(000 omitted) 1997 1996
--------- ---------
Unaudited
Restated
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 9,126 $ 9,403
Trade and other accounts receivable 84,934 52,667
Current portion of notes receivable 3,945 4,615
Inventories 187,942 188,714
Deferred income taxes 11,869 12,308
Other current assets 11,898 3,715
--------- ---------
Total Current Assets 309,714 271,422
Property, plant, and equipment 114,217 93,493
Notes receivable 31,308 27,574
Investments in affiliates 10,249 1,974
Deferred income taxes 47 2,832
Intangible assets 234,589 236,954
Other assets 15,424 8,531
--------- ---------
Total Assets $ 715,548 $ 642,780
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable $ 60,601 $ 42,557
Payables to affiliates 2,548 24
Accrued compensation and other benefits 9,016 11,641
Accrued warranties 10,097 9,543
Accrued income taxes 3,186 7,163
Insurance reserves 4,784 5,325
Net liabilites of discontinued operations 2,883 89
Other current liabilities 32,112 18,998
Current portion of long-term debt 148 148
--------- ---------
Total Current Liabilities 125,375 95,488
Long-term debt 243,135 210,520
Pensions and other benefits 12,389 11,858
Other deferred items and insurance reserves 17,084 17,785
Deferred income taxes -- --
--------- ---------
Total Liabilities 397,983 335,651
--------- ---------
Commitments and contingent liabilities
Stockholder's Equity:
Common stock and additional capital 411,524 407,488
Accumulated deficit (76,436) (84,303)
Unfunded pension loss, net (423) (423)
Cumulative translation adjustments (17,100) (15,633)
--------- ---------
Total Stockholder's Equity 317,565 307,129
--------- ---------
Total Liabilities and Stockholder's Equity $ 715,548 $ 642,780
========= =========
</TABLE>
2
<PAGE> 5
MCII HOLDINGS (USA), INC.
(A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)
UNAUDITED RESTATED STATEMENT OF
CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
(000 omitted) 1997 1996
---------- ----------
<S> <C> <C>
Cash Flows Provided (Used) By Operating Activities:
Net Income $ 7,739 $ 2,984
Adjustments to reconcile net income to net cash
provided (used) by operations:
Depreciation and amortization 4,899 4,332
Deferred income taxes 3,224 (139)
Gain on sale of property and notes receivable (290) (233)
Other noncash items, net (4,951) 479
Change in operating assets and liabilities, net (15,137) (13,247)
---------- ----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (4,516) (5,824)
---------- ----------
Cash Flows Provided (Used) By Investing Activities:
Capital expenditures (15,475) (11,727)
Investment in notes receivable (10,247) (9,866)
Collections of notes receivable 1,451 1,248
Proceeds from sale of notes receivable 5,429 915
Acquired businesses or equity investments, net -- --
Discontinued operations, net changes 2,794 108
---------- ----------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (16,048) (19,322)
---------- ----------
Cash Flows Provided (Used) By Financing Activities:
Net change in bank credit facilities 32,615 --
Additional long-term borrowings -- --
Related party receivables/payables (14,981) (517)
Capital contribution 4,036 --
Termination of interest rate swap position -- 2,805
---------- ----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 21,670 2,288
---------- ----------
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS (1,383) 1,373
---------- ----------
NET INCREASE (DECREASE) IN CASH (277) (21,485)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 9,403 30,675
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 9,126 $ 9,190
========== ==========
</TABLE>
3
<PAGE> 6
MCII HOLDINGS (USA), INC.
(A WHOLLY OWNED SUBSIDIARY OF CONSORCIO G GRUPO DINA, S.A. DE C.V.)
RESTATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Unaudited Interim Financial Statements
This report updates MCII Holdings (USA), Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1996, in accordance with the instructions to Form
10-Q. It is presumed that the reader has read the Annual Report on Form 10-K.
The accompanying financial statements are unaudited, but have been prepared in
accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. The interim financial statements contained
herein do not include all of the footnotes and other information required by
generally accepted accounting principles for complete financial statements, as
provided at year-end.
The reader is reminded that the results of operations for interim periods are
not necessarily indicative of the results for the complete fiscal year.
Note 2 - Principles of Consolidation and Presentation
The Company is a wholly owned subsidiary of Consorcio G Grupo Dina, S.A. de C.V.
("Dina"), a Mexican Corporation. These unaudited financial statements present
the accounts of MCII Holdings (USA), Inc. and its subsidiaries (the "Company" or
"MCII Holdings"). The Company's principal operating subsidiaries are Motor Coach
Industries International, Inc. ( "MCII"), Transportation Manufacturing
Operations, Inc. ( "TMO"), Motor Coach Industries, Inc. ("MCI-U.S.), Motor Coach
Industries Limited ("MCI-Canada"), Hausman Bus Sales, Inc. ("HBSI"), Universal
Coach Parts, Inc. ("UCP"), and Dina Autobuses S.A. de C.V. ("Autobuses").
On January 31, 1997, the Company acquired from Dina, its parent company, 99.99%
of the shares of Autobuses as a contribution of capital. This acquisition
represents a combination of entities under common control and has been accounted
for on an "as-if" pooling-of-interest basis, with the accompanying financial
statements restated for all periods presented.
All significant intercompany balances and transactions have been eliminated on
consolidation. Prior period amounts include all reclassifications necessary to
conform to current presentations.
Note 3 - Restated Financial Statements
During the course of the Company's review of its 1997 financial statements, the
Company identified items that were not properly accounted for in its quarterly
reports. Those items principally included charges to inventories and receivables
at the Company's U.S. parts subsidiary, UCP; expensing previously capitalized
start-up costs incurred in 1997 related to the development of the Company's new
line of coaches; and properly converting the financial statements of Autobuses
to U.S. generally accepted accounting principles. Because the charges affected
the financial statements contained in each of the Company's three previously
filed 1997 quarterly reports, the Company is restating its financial reports for
those periods.
The restatement of consolidated income statement information is as follows:
<TABLE>
<CAPTION>
Operating Income Net Income
(000 omitted) Revenues Income Before Taxes (1)
<S> <C> <C> <C>
First Quarter 1997:
As reported $178,835 $ 19,592 $ 14,915 $ 8,324
Charges to inventories and
receivables at UCP - (1,673) (1,673) (1,003)
New coach start-up costs - (2,039) (2,039) (1,223)
Consolidation/conversion of
Autobuses for U.S. GAAP
reporting (2) (4,198) 765 1,310 1,641
-------- -------- -------- -------
As restated $174,637 $ 16,645 $ 12,513 $ 7,739
======== ======== ======== =======
First Quarter 1996:
As reported $144,185 $ 7,863 $ 5,270 $ 3,272
Consolidation/conversion of
Autobuses for U.S. GAAP
reporting (2) (168) 1,000 221 (288)
-------- -------- -------- -------
As restated $144,017 $ 8,863 $ 5,491 $ 2,984
======== ======== ======== =======
</TABLE>
- --------------------
(1) All adjustments were tax affected at the appropriate effective tax rate.
(2) The adjustments primarily relate to properly accounting for related party
sale-leaseback transactions, eliminating intercompany profit in ending
inventory, eliminating Mexican GAAP inflation accounting, using the U.S. dollar
as the functional currency in 1997, and applying SFAS No. 109, "Accounting for
Income Taxes".
4
<PAGE> 7
Note 4 - Revenues, Gross Profit and Operating Income, Supplementary Information
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------
1997 1996
---------- ----------
<S> <C> <C>
Units:
MCII
New Coach Sales 302 258
Viaggio(R)1000(1) 35 34
Autobuses
Mexican intercity coach sales 61 10
Export coach sales (2) 37 51
Revenues (000's omitted):
MCII
Coach Manufacturing and Support $ 110,438 $ 95,060
Replacement Parts 50,806 38,885
---------- ----------
161,244 133,945
Autobuses 13,393 10,072
---------- ----------
$ 174,637 $ 144,017
========== ==========
Gross Profit (000's omitted):
MCII
Coach Manufacturing and Support $ 23,805 $ 20,137
Replacement Parts 9,476 8,464
---------- ----------
33,281 28,601
Autobuses 4,082 3,264
---------- ----------
$ 37,363 $ 31,865
========== ==========
Operating Income (000's omitted):
MCII
Coach Manufacturing and Support $ 8,955 $ 3,731
Replacement Parts 4,885 4,238
---------- ----------
13,840 7,969
Autobuses 2,805 894
---------- ----------
$ 16,645 $ 8,863
========== ==========
</TABLE>
- ----------
(1) Represents sales of Viaggio(R) 1000 coaches, manufactured by Autobuses
and sold by the Company's wholly owned subsidiary, HBSI, to the Company's
customers in the U.S. and Canadian markets.
(2) These figures primarily represent sales of Viaggio(R) 1000 coaches to
the U.S.
5
<PAGE> 8
Note 5 - Inventories
Inventories consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
<S> <C> <C>
Raw material $ 45,124 $ 47,397
Work in process 38,015 33,860
Finished goods 121,058 126,809
---------- ----------
204,197 208,066
Inventory reserves (16,255) (19,352)
---------- ----------
$ 187,942 $ 188,714
========== ==========
</TABLE>
Note 6 - Debt
Debt consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
(000 omitted)
<S> <C> <C>
Term notes payable $ 125,000 $ 125,000
United States bank credit facility 113,000 85,000
Canadian bank credit facility 4,615 --
Bancomext export loan facility -- --
Note payable 668 668
---------- ----------
243,283 210,668
Less current portion (148) (148)
---------- ----------
$ 243,135 $ 210,520
========== ==========
</TABLE>
Canadian revolving credit loans are made available to a subsidiary of
the Company under an agreement which provided a credit facility of Cdn$10.0
million (equivalent to $7.2 million) and expired on January 31, 1997. This
agreement was extended while a replacement credit facility of Cdn$19.0 million
(equivalent to $13.7 million) was being finalized.
In September 1996, the National Bank Foreign Trade S.N.C.
("Bancomext") provided a $20,000,000 credit facility to Autobuses to be used in
conjunction with export sales.
6
<PAGE> 9
Note 7 - Cash Flow Effect of Change in Operating Assets and Liabilities
Change in operating assets and liabilities consisted of:
<TABLE>
<CAPTION>
Three months ended
----------------------------
March 31, March 31,
1997 1996
---------- ----------
(000 omitted)
<S> <C> <C>
Decrease (Increase) in Operating Assets:
Receivables $ (32,267) $ (12,676)
Inventories 1,270 (2,342)
Other operating assets (7,830) 542
---------- ----------
(38,827) (14,476)
Increase (Decrease) in Operating Liabilities:
Accounts payable 18,045 7,836
Accrued income taxes (2,505) (6,364)
Other operating liabilities 8,150 (243)
---------- ----------
23,690 1,229
---------- ----------
Net Cash Flow Effect $ (15,137) $ (13,247)
---------- ----------
</TABLE>
Note 8 - Noncash Activities
During the first quarter of 1997, the Company gave a note payable to
members of the group consisting of the indirect controlling shareholders of the
Company in the amount of $10.2 million in exchange for a small minority interest
(less than 5%) in Arrendador Financiera Dina S.A. de C.V. ("AF Dina"). Dina
owned the majority of AF Dina, a finance company furnishing financial services
to Dina.
During the first quarter of 1997, AF Dina loaned $7.8 million to
Autobuses to help finance its transit bus leasing program. Most of the funds
were used in a sale leaseback program which capitalized transit buses which were
largely leased by Autobuses to Transportes y Services Terrestres G S.A. de C.V.
("TSTG"). TSTG is controlled by members of the group consisting of the indirect
controlling shareholders of the Company
Note 9 - Related Party Transactions
The Company provides for allocable management and administrative
expenses incurred by Dina. In the first quarter of 1997, the provision for such
expenses was $0.5 million. The amounts due to Dina for such expenses at March
31, 1997 and December 31, 1996 were $0.7 million and $1.0 million, respectively.
During the first quarters of 1997 and 1996 the MCII purchased from
Dina, in the ordinary course of business, $1.6 million and $0.8 million,
respectively, in goods and services. During the same period, Autobuses
purchased from Dina, in the ordinary course of business, $3.4 million and $1.7
million, respectively, in goods and services.
7
<PAGE> 10
Note 10 - Commitments and Contingent Liabilities
The Company's Canadian income tax returns for 1982 through 1992 are
currently under review by Revenue Canada. Authorities have proposed imputing
additional income relating to transactions with a U. S. based subsidiary of the
Company. A formal reassessment has been issued by Revenue Canada on the 1985
return and the Company has filed a notice of objection to such reassessment. In
the event of an adverse judgment, the additional income taxes for 1982 through
1992 could amount to up to $26 million plus interest of approximately $45
million, both before recoveries of U. S. Federal income taxes which may be
available to offset a portion of any additional taxes paid to Canada. Based on
its review of current relevant information, including the advice of outside
counsel, the Company is of the opinion that Revenue Canada's arguments for the
1982 through 1992 period are without merit and that any liability from this
matter will not be material to its financial condition or results of operations.
The Company may be subject to potential reassessments for the years
subsequent to 1992 on the same basis which could result in additional income
taxes and interest for those years. However, the Company believes that any
additional taxes paid to Canada would be substantially offset by recovery of
taxes paid in the United States.
8
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain amounts have been restated from the previously filed quarterly
Management's Discussion and Analysis (see Note 3 to the Consolidated Financial
Statements). All references included in this Management's Discussion and
Analysis are to restated amounts.
RESULTS OF OPERATIONS
GENERAL
The Company is a leading designer, manufacturer and marketer of
intercity coaches and related replacement parts for the North American market.
The Company has achieved a strong market position through enhanced product
design and quality, a used coach business that supports trade-in activity and a
significant replacement parts and service business that supports coaches in the
Company's primary markets, as well as buses used in transit and school bus
transportation.
COMPARISON OF FIRST QUARTER 1997 TO FIRST QUARTER 1996
General. Revenues for the quarter ended March 31, 1997 were $174.6
million, an increase of 21% from $144.0 million in 1996. Increased revenues were
recorded in all business areas.
The overall gross margin for the first quarter of 1997, defined as
sales less cost of sales (exclusive of depreciation and amortization), as a
percentage of sales decreased to 21.4% compared with 22.1% for the first quarter
of 1996. Most of the decrease occurred in MCII's replacement parts business
where the increase in sale volume favored less profitable products.
Operating income was $16.6 million in the first quarter of 1997
compared with $8.9 million in 1996. The increase was primarily attributable to
increased revenues and lower selling, general, and administrative expenses.
Net income was $7.7 million in 1997, compared with $3.0 million in the
first quarter of 1996. This was essentially due to increase operating income.
MCII. MCII's revenues for the first quarter of 1997 were $161.2
million, an increase of 20% over $133.9 million in the first quarter of 1996.
Coach revenues increased 16% to $110.4 million as new coach sales were 302 units
in the first quarter of 1997, compared with 258 units in the first quarter of
1996 as customer demand continued strong. Replacement parts' revenues increased
31% to $50.8 million. The increase was due in part to additional sales generated
through the acquisition of the assets of the Flxible Corporation, as well as
increased sales in both the coach and transit product lines due to increased
sales promotion programs.
Gross margin for the first quarter of 1997 decreased to 20.6%, compared
with 21.4% in the same quarter of the prior year. Coach margins increased
slightly, while replacement parts margins were unfavorable affected by a less
profitable mix of sales.
Operating income was $13.8 million for the first quarter of 1997,
compared with $8.0 million in the first quarter of 1996. The improved first
quarter results were due to increased sales volume, better control of costs and
expenses, and the nonrecurrance of a $1.3 million restructuring charge recorded
in the first quarter of 1996.
Order backlog for the United States and Canada as of March 31, 1997 was
632 units, which included 83 units for Greyhound Lines Inc.("GLI"), compared
with 677 units at March 31, 1996, which included 226 units for GLI. The order
backlog for customers other than GLI of 549 units represented an increase of 22%
compared with the 451 unit non-GLI backlog a year ago.
9
<PAGE> 12
Autobuses. Autobuses' revenues in the first quarter of 1997 were $13.4
million, an increase of 33% from $10.1 million in the same quarter of the prior
year. This was caused by an increase in sales in the domestic Mexican market
where 1997 sales were 61 units, compared with 10 units in 1996. Sales of
Autobuses' Viaggios in the United States were 35 units in 1997, compared with 34
units in 1996.
Gross margin for the first quarter of 1997 decreased to 30.5%, compared
with 32.4% in the first quarter of 1996. The increase in Mexican sales occurred
among less profitable products.
Operating income was $16.6 million for the first quarter of 1997,
compared with $8.9 million in the first quarter of 1996. The improved first
quarter results were due mainly to increased sales volume.
Interest Expense. In the first quarter of 1997, net interest expense
increased to $5.0 million from $3.9 million in 1996. The increase reflected
higher average debt levels during the 1997 quarter.
Income Taxes. The Company's effective income tax rates in the first
quarter of 1997 and 1996 were 38.2% and 45.6% respectively. The Company
experiences a generally high effective tax rate due to the amortization expense
of nondeductible goodwill. The improvement in 1997 was due to the increase in
earnings in Mexico which were not taxed due to losses in prior years and
inflation indexed tax deductions.
10
<PAGE> 13
PART II. - OTHER INFORMATION
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K on February
18, 1997, reporting an event under Item 2 and Item 7 on Form
8-K.
11
<PAGE> 14
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.
MCII HOLDINGS (USA), INC.
(Registrant)
May 15, 1998 By /s/ Gullermo Kareh
------------------------------------
Gullermo Kareh
Executive Vice President,
Chief Financial Officer,
General Counsel and Secretary
(Principal Financial Officer
and Authorized Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,126
<SECURITIES> 0
<RECEIVABLES> 91,816
<ALLOWANCES> (2,937)
<INVENTORY> 187,942
<CURRENT-ASSETS> 309,714
<PP&E> 137,310
<DEPRECIATION> (23,093)
<TOTAL-ASSETS> 715,548
<CURRENT-LIABILITIES> 125,375
<BONDS> 243,135
0
0
<COMMON> 411,524
<OTHER-SE> (93,959)
<TOTAL-LIABILITY-AND-EQUITY> 715,548
<SALES> 173,285
<TOTAL-REVENUES> 174,637
<CGS> 135,928
<TOTAL-COSTS> 157,992
<OTHER-EXPENSES> (820)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,952
<INCOME-PRETAX> 12,513
<INCOME-TAX> 4,774
<INCOME-CONTINUING> 7,739
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,739
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
