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 October 5, 1996
or
___ TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ TO __________________.
Commission File Number: 333-10525
ASSOCIATED WHOLESALE GROCERS GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Kansas 48-11189356
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5000 Kansas Avenue, Kansas City, Kansas 66106
(Address of principal executive office) (Zip code)
(913) 288-1000
(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
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 past 90 days. Yes ___ No _X_
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practical date.
Class Outstanding at November 1, 1996
__________________________ ________________________________
Common Stock, $.01 par value 1
<PAGE>
ASSOCIATED WHOLESALE GROCERS GROUP, INC.
INDEX TO 10-Q FOR THE QUARTERLY
PERIOD ENDED OCTOBER 5, 1996
PAGE
----
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Associated Wholesale Grocers Group, Inc. Condensed
Consolidated Balance Sheet - December 30, 1995 and
October 5, 1996 2
Associated Wholesale Grocers Group, Inc. Condensed
Consolidated Statement of Earnings - Sixteen and
Forty weeks ended October 7, 1995 and October 5, 1996 4
Associated Wholesale Grocers Group, Inc. Condensed
Consolidated Statement of Cash Flows - Forty weeks
ended October 7, 1995 and October 5, 1996 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 13
ITEM 2: CHANGES IN SECURITIES 13
ITEM 3: DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5: OTHER INFORMATION 13
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ASSOCIATED WHOLESALE GROCERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 30, 1995 and October 5, 1996
(Unaudited)
ASSETS December 30, October 5,
------ 1995 1996
------------ ----------
(dollars in thousands)
Current assets:
Cash and cash equivalents $ 18,056 $ 9,327
Receivables, net 82,045 102,051
Inventories 144,754 145,903
Other current assets 33,327 24,832
------ ------
Total current assets 278,182 282,113
------- -------
Notes receivable from shareholders,
maturing after one year 30,236 35,094
Property and equipment, net 89,655 101,083
Intangibles, net of accumulated amortization
of $1,554 in 1995 and $2,532 in 1996 31,635 30,657
Other assets 10,041 13,584
------ ------
Total assets $439,749 $462,531
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $160,033 $154,197
Patronage payable:
Cash portion of current year patronage 35,257 --
Patronage certificates payable within
one year 12,472 10,425
Accrued expenses and other current liabilities 38,990 42,749
------ ------
Total current liabilities 246,752 207,371
------- -------
Long-term obligations maturing after one year 31,754 38,400
Members' certificates:
Patronage certificates 112,389 109,484
Deposits 12,643 12,024
Deferred income and other liabilities 7,334 8,491
Total liabilities 410,872 375,770
Interim net income (note 1) -- 59,065
Shareholders' equity:
Common stock, $100 par value:
Class A, voting; 12,000 shares authorized;
5,370 and 5,430 shares issued and outstanding
in 1995 and 1996 537 543
Class B, nonvoting; 150,000 shares authorized;
15,975 and 14,870 shares issued and outstanding
in 1995 and 1996 1,598 1,487
Additional paid-in capital 1,602 1,964
Retained earnings 25,140 23,702
------ ------
Total shareholders' equity 28,877 27,696
Commitments and contingent liabilities (note 2)
Total liabilities and shareholders'
equity $439,749 $462,531
======== ========
See accompanying notes to unaudited condensed consolidated financial
statements.
3
<PAGE>
ASSOCIATED WHOLESALE GROCERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
Sixteen and Forty weeks ended October 7, 1995 and October 5, 1996
(Unaudited)
Sixteen Forty
weeks ended weeks ended
---------------------- ----------------------
October 7, October 5, October 7, October 5,
1995 1996 1995 1996
---------- ---------- ---------- ----------
(dollars in thousands)
Net sales $908,635 $944,997 $2,122,143 $2,344,220
Cost of goods sold 848,873 881,297 1,987,712 2,186,819
-------- -------- ---------- ----------
Gross profit 59,762 63,700 134,431 157,401
General and admini-
strative expenses 37,305 39,040 81,926 94,387
-------- -------- ---------- ---------
Operating income 22,457 24,660 52,505 63,014
Other income (expenses):
Interest income 1,875 1,545 4,176 3,874
Interest expense (3,206) (3,384) (6,599) (8,396)
Other, net 372 1,196 376 2,224
-------- ------- ---------- --------
(959) (643) (2,047) (2,298)
-------- ------- ---------- ---------
Income before
income taxes 21,498 24,017 50,458 60,716
Income taxes 253 541 682 1,651
Net income $ 21,245 $ 23,476 $ 49,776 $ 59,065
======== ======== ======== ========
See accompanying notes to unaudited condensed consolidated financial
statements.
4
<PAGE>
ASSOCIATED WHOLESALE GROCERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Forty weeks ended October 7, 1995 and October 5, 1996
(Unaudited)
Forty weeks ended
-------------------------------
October 7, October 5,
1995 1996
-------------------------------
(dollars in thousands)
Cash flows from operating
activities:
Net income $ 49,776 $59,065
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 6,318 8,434
Deferred income taxes 101 2,092
Changes in assets and liabilities,
net of effects of assets and
liabilities acquired:
Accounts receivable (24,172) (20,006)
Inventories (42,476) (1,149)
Prepaid expenses 2,002 144
Accounts payable and other
liabilities 42,782 (1,779)
-------- --------
Net cash provided by operating
activities 34,331 46,801
Cash flows from investing activities:
Additions to investments (5,571) (2,808)
Proceeds from maturity of investments 34,616 3,560
Loans to shareholders (7,327) (6,739)
Repayment of loans by shareholders 8,653 8,676
Capital expenditures, net (15,796) (18,841)
Acquisition of assets (56,955) --
Other assets, net (9,379) (3,579)
========= ========
Net cash used in investing activities (51,759) (19,731)
Cash flows from financing activities:
Year-end patronage distributions (31,487) (35,257)
Redemption of prior year's patronage
certificates (2,149) (4,952)
Issuance of common stock 462 478
Redemption of common stock (1,389) (1,659)
Borrowings under revolving credit agreement 34,100 6,800
Payment of other long-term obligations (317) (445)
Increase in deferred income and other
long-term liabilities 11,500 (145)
Increase (decrease) in member deposits, net 673 (619)
-------- ----------
Net cash provided by (used)
in financing activities 11,393 (35,799)
-------- -----------
Net decrease in cash and cash equivalents (6,035) (8,729)
Cash and cash equivalents at beginning
of period 16,878 18,056
-------- -----------
Cash and cash equivalents at end of period $ 10,843 $ 9,327
======== =========
See accompanying notes to unaudited condensed consolidated financial
statements.
5
<PAGE>
ASSOCIATED WHOLESALE GROCERS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
(1) INTERIM FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of
normal recurring accruals) considered necessary to present fairly the
financial position of Associated Wholesale Grocers, Inc. and Subsidiaries
(the Company) for the interim periods presented. Operating results for
the forty week period ended October 5, 1996 are not necessarily indicative
of the results that may be expected for the fiscal year ended December 28,
1996.
Cost for approximately 79% of inventory at October 5, 1996 is
determined using the last-in, first-out (LIFO) method. An actual valuation of
inventory under the LIFO method can be made only at the end of each year based
on inventory levels and costs at that time. Interim LIFO calculations must
necessarily be based on management's estimate of expected year-end inventory
levels and costs. Because estimates of future inventory levels and costs are
subject to many factors beyond management's control, interim results are
subject to the final year-end LIFO inventory valuation.
In accordance with the bylaws of the Company, the patronage portion of
income before income taxes is determined annually and distributed to
shareholders of the Company as patronage rebates. Since patronage rebates are
determined only at year-end and are deductible for income tax purposes, no
provision has been made for income taxes on income from cooperative
operations. Accordingly, the amount of interim net income has been reflected
as a separate item in the accompanying unaudited condensed consolidated
balance sheet.
(2) CONTINGENCIES
On March 14, 1996, Homeland Stores, Inc. (Homeland) filed a motion to
include the Company as a third party defendant in a pension withdrawal
liability dispute. In connection with the acquisition of certain Homeland
assets in April 1995, the Company agreed to reimburse Homeland in an amount up
to approximately $3.4 million for any pension withdrawal liability incurred
with respect to Covered Operations. "Covered Operations" were defined as
distribution center operations related to the assets being purchased by AWG
for which Homeland was currently making pension contributions. The withdrawal
liability dispute does not involve Covered Operations. As a result, the
Company believes that the claim is without merit and will vigorously defend
its position. This lawsuit has been stayed as a result of Homeland's
bankruptcy and will be resolved as part of the ordinary process of claims
resolution in the bankruptcy case. Accordingly, no provision has been made in
the accompanying condensed consolidated financial statements.
6
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Associated Wholesale Grocers Group, Inc. ("AWG Group") has an
effective Registration Statement on Form S-4, Registration No. 333-10525 (the
"Registration Statement") and accordingly is filing this Form 10-Q in
accordance with its Section 15(d) reporting obligations. AWG Group is
currently a wholly-owned subsidiary of Associated Wholesale Grocers, Inc.
("AWG") and has no operations. In the event the merger (the "Merger") as
described in the Registration Statement becomes effective, AWG will become a
wholly-owned subsidiary of AWG Group. The Merger has not yet occurred, and
accordingly the financial information being presented reflects the operations
of AWG. References to AWG include Associated Wholesale Grocers, Inc. and its
direct and indirect subsidiaries. Historical references to the Company mean
AWG.
Currently, the Company operates as a cooperative wholesaler owned by
its retailer members. As such, the Company distributes its net income each
year to its retailers as patronage refunds based upon each retailer's relative
level of purchases. The Company does not pay income tax on income distributed
to its retailers. In the event the Merger is consummated, the Company will
cease paying patronage refunds and commence paying income tax on its earnings.
The grocery wholesale industry is characterized by high sales volumes
and fixed costs and relatively low operating margins. Wholesalers seek to
purchase products at the lowest cost possible and to reduce operating expenses
whenever possible. Successful wholesalers are able to increase their customer
base through competitive pricing, thus increasing sales and leveraging fixed
operating costs.
7
<PAGE>
Expansion activities have had a financial impact from period to
period. The addition of Valu Merchandisers in the beginning of 1995 and the
Company's Oklahoma City distribution center in April 1995 resulted in
additional operating expense. Subsequent to April 1995, revenues increased
from the Oklahoma expansion as additional retailers were added to the
Company's customer base. As of October 5, 1996, 160 stores were being
supplied from the Oklahoma distribution center. The Company also increases
its retailer base by attracting retailers from other wholesalers and assisting
retailers in upgrading, expanding or developing new stores. Through these
expansion efforts, the Company has increased its retailer base from 700 stores
in 1990 to over 840 in 1996 and has substantially increased the overall square
footage of its retailer base.
In April 1995, the Company acquired, among other things, inventory,
fixtures, a distribution center and 29 supermarket properties from Homeland
Stores, Inc. ("Homeland") for cash of $73.3 million. The Company concurrently
sold the supermarket properties acquired from Homeland to existing members for
cash of $16.3 million and notes receivable of $14.5 million. In addition, the
Company also entered into an agreement with Homeland whereby the Company
supplies the supermarkets retained by Homeland and Homeland became a member of
AWG. The supply agreement requires the Company to make quarterly payments
over the seven year life of the agreement. The Company recorded intangible
assets of $19.4 million in connection with this transaction representing the
acquisition of wholesale volume. The purpose of the Homeland transaction was
to expand a market territory in the Oklahoma and Texas regions.
In March 1994, the Company acquired 38 supermarket properties and an
office building from Food Barn for cash of $41.0 million. The Company
concurrently sold the supermarket properties acquired from Food Barn to
existing members for cash of $15.1 million and notes receivable of $10.9
million. The Company also recorded other intangible assets of $13.7 million,
representing the acquisition of wholesale volumes. The purpose of the Food
Barn transaction was to maintain and expand market share in the metropolitan
Kansas City area and Wichita, Kansas area.
The Company operates on a 52/53 week fiscal year ending the last
Saturday of December. The first and second quarter of each fiscal year
consist of twelve weeks, the third quarter consists of sixteen weeks, and the
fourth quarter consists of twelve weeks, with the exception of 53-week years,
when the fourth quarter has 13 weeks.
8
<PAGE>
The following table sets forth the major components of the Company's
earnings as a percent of revenues:
Sixteen weeks ended Forty weeks ended
----------------------- ---------------------
October 7, October 5, October 7, October 5,
1995 1996 1995 1996
----------- ---------- ---------- ----------
Net sales 100.00% 100.00% 100.00% 100.00%
Cost of goods sold 93.42 93.26 93.67 93.29
------- ------ ------ ------
Gross margin 6.58 6.74 6.33 6.71
General and administrative
expenses 4.11 4.13 3.86 4.02
------- ------ ------ -----
Operating income 2.47 2.61 2.47 2.69
Interest expense 0.35 0.36 0.31 0.36
Other income 0.25 0.29 0.22 0.26
Income tax expense (benefit) 0.03 0.06 0.03 0.07
------- ------ ------ -----
Net income 2.34% 2.48% 2.35% 2.52%
======= ====== ====== =====
SIXTEEN WEEKS ENDED OCTOBER 5, 1996 COMPARED TO SIXTEEN WEEKS ENDED OCTOBER 7,
1995.
Net sales for the sixteen-week period ended October 5, 1996 were $945.0
million, an increase of $36.4 million or 4.0% compared to the sixteen-week
period ended October 7, 1995. Net sales for the Company's private label
products for the sixteen-week period ended October 5, 1996 were $107.4 million
compared to $100.2 million for the sixteen-week period ended October 7, 1995.
Retail development added 1,607,300 square feet of retail space during the 1996
period and the Company added 17 stores to its customer base.
Gross margin was 6.7% of net sales or $63.7 million for the 1996 sixteen-
week period compared to 6.6% or $59.8 million for the 1995 period. The
increase in gross margin is attributable primarily to the change in product
mix towards higher margin perishable products as discussed below.
9
<PAGE>
General and administrative expenses were $39.0 million or 4.1% of sales
for the 1996 sixteen-week period compared to $37.3 million or 4.1% of sales
for the same period in 1995. General and administrative expenses related to
Valu Merchandisers increased $0.8 million for the 1996 sixteen-week period.
Interest income was $1.6 million for the 1996 sixteen-week period
compared to $1.9 million for the 1995 sixteen-week period.
Interest expense was $3.4 million for the sixteen-week period in 1996
compared to $3.2 million in 1995. The increase in 1996 is attributable to
higher average borrowings under a revolving credit facility.
FORTY WEEKS ENDED OCTOBER 5, 1996 COMPARED TO FORTY WEEKS ENDED OCTOBER 7,
1995.
Net sales for the forty week period ended October 5, 1996 were $2.3
billion, an increase of $222.1 million or 10.5% compared to the forty week
period ended October 7, 1995. Of the $222.1 million increase in net sales,
$147.9 million was attributable to additional volume generated from the April
1995 Oklahoma City expansion and $73.6 million was attributable to increases
in sales volume of Valu Merchandisers, which began operations in July 1995.
Net sales for the Company's private label products for the forty week period
ended October 5, 1996 were $255.0 million compared to $221.8 million for the
forty week period ended October 7, 1995. Other sales increases resulted from
a Company-supplied retailer acquiring ten stores in July of 1995 that were
previously owned by a large self distributing retailer. Indicative of the
sales increase is the growth in AWG sales to the Company's licensed concept
stores in the Kansas City market. Increases in AWG sales to concept stores on
a same store basis for the 1996 period compared to the 1995 period were: Apple
Market stores, 9.39%; Sun Fresh stores, 12.27%; Thriftway stores, 5.59% Price
Chopper stores, 3.51% and Country Mart stores, 0.32%. In computing such
sales, stores open at least 12 months are compared from period to period.
Sales increases also resulted from the addition of new stores and increased
retail floor space to the Company's customer base. Retail development added
1,905,300 square feet of retail space during the 1996 period and the Company
added 59 retail stores to its customer base. In addition, expansion and
replacement stores by existing members added 9 stores and 294,808 square feet
of retail space.
Gross margin was 6.71% of net sales or $157.4 million for the 1996 forty
week period compared to 6.33% or $134.4 million for the prior period. The
increase in gross margin is attributable to the change in product mix towards
higher margin perishable products as shown by the following comparison of the
1996 period to the 1995 period product sales data as a percentage of warehouse
sales: meat sales, 20.50% versus 20.11%; produce sales, 8.37% versus 7.97%;
dairy sales, 7.17% versus 6.69%; frozen foods sales, 6.06% versus 5.73%; deli
sales, 2.36% versus 2.22% and bakery sales, 1.58% versus 1.40%. Other
improvements in gross margin were attributable to improved inventory
management and procurement practices.
10
<PAGE>
General and administrative expenses were $94.4 million or 4.0% of sales
for the 1996 forty week period compared to $81.9 million or 3.9% of sales for
the same period in 1995. General and administrative expenses increased $8.4
million and $2.9 million for the Oklahoma City distribution center and Valu
Merchandisers, respectively, for the 1996 period. Oklahoma City began
operations in April 1995 and Valu Merchandisers began operations in July 1995.
Both the Oklahoma City distribution center and Valu Merchandisers were fully
operational during the 1996 period.
For the forty week periods, interest income was $3.9 million in 1996
versus $4.2 million in 1995.
For the forty week periods, interest expense was $8.4 million in 1996
compared to $6.6 million in 1995. The increase in 1996 is attributable to
higher average borrowings under a revolving credit facility.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's principal sources of liquidity are cash flows provided by
operating activities and borrowings under a revolving credit agreement. The
Company generated cash from operating activities of $34.3 million and $46.8
million for the forty week periods ended October 7, 1995 and October 5, 1996,
respectively. The increase in cash provided by operating activities in 1996
was attributable primarily to higher net income.
The Company used net cash in investing activities of $51.8 million and
$19.7 million during the forty week periods ended October 7, 1995 and
October 5, 1996, respectively. The higher cash used in 1995 principally
reflects the acquisition of certain Homeland assets.
The Company provided/(used) net cash in financing activities of $11.4
million and $(35.8) million during the forty week periods ended October 7,
1995 and October 5, 1996. The change in cash from financing activities in
1996 was attributable primarily to lower borrowing under the revolving credit
agreement.
The Company's working capital and current ratio were $31.4 million and
1.13 to 1, respectively at December 30, 1995. The Company's working capital
and current ratio were $74.7 million and 1.36 to 1, respectively, at
October 5, 1996. The change in working capital and current ratio is due
primarily to the accrual for current year patronage which in accordance with
the Company's bylaws is determined at year-end and distributed to the
shareholders of the Company as patronage rebates. Accordingly, no accrual has
been made for current year patronage as a current liability at October 5,
1996.
In 1995, the Company entered into a revolving credit agreement with a
bank which currently provides for borrowing up to $120 million. Borrowing
outstanding under this agreement were $31.6 million and $38.4 million at
December 30, 1995 and October 5, 1996, respectively. The agreement includes
11
<PAGE>
financial covenants regarding working capital, current ratio, fixed charge
coverage and net worth. At October 5, 1996, $81.6 million was available under
the revolving credit agreement.
The Company estimates capital expenditures of approximately $46.4 million
for fiscal 1996 of which approximately $20 million relates to an expansion of
the Kansas City warehouse facility.
The Company believes that cash flows from operating activities along with
amounts available under the revolving credit agreement will be adequate to
meet its anticipated cash requirements.
12
<PAGE>
PART II
OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
None
ITEM 2: CHANGES IN SECURITIES
None
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Company's parent company, Associated Wholesale Grocers, Inc.
held a special meeting of its shareholders on November 3, 1996, to vote on a
proposed merger with the Company. The merger was not approved by the required
vote. The voting results of the meeting were as follows:
FOR AGAINST WITHHELD
--- ------- --------
237 111 14
ITEM 5: OTHER INFORMATION
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION
S-K
Exhibit 27 -- Financial Data Schedule
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the forty weeks ended October 5,
1996.
13
<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.
ASSOCIATED WHOLESALE GROCERS GROUP, INC.
Date: November 27, 1996 By: /s/ Mike DeFabis
-------------------------------
Mike DeFabis
President and Chief Executive Officer
Date: November 27, 1996 By: /s/ Gary Phillips
--------------------------------
Gary Phillips
Executive Vice President of Finance
and Chief Financial Officer
(Principal Financial Officer and
Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Ex-27
ASSOCIATED WHOLESALE GROCERS GROUP, INC.
FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF ASSOCIATED WHOLESALE GROCERS GROUP,
INC. AS OF OCTOBER 5, 1996, AND FOR THE THREE MONTHS THEN ENDED, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-28-1996
<PERIOD-START> Jun-15-1996
<PERIOD-END> Oct-05-1996
<EXCHANGE-RATE> 1
<CASH> 9,327
<SECURITIES> 0
<RECEIVABLES> 137,145
<ALLOWANCES> 807
<INVENTORY> 145,903
<CURRENT-ASSETS> 282,113
<PP&E> 170,204
<DEPRECIATION> 69,121
<TOTAL-ASSETS> 462,531
<CURRENT-LIABILITIES> 207,371
<BONDS> 170,626
0
0
<COMMON> 2,030
<OTHER-SE> 25,666
<TOTAL-LIABILITY-AND-EQUITY> 462,531
<SALES> 944,997
<TOTAL-REVENUES> 944,997
<CGS> 881,297
<TOTAL-COSTS> 881,297
<OTHER-EXPENSES> 39,040
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,384
<INCOME-PRETAX> 24,017
<INCOME-TAX> 541
<INCOME-CONTINUING> 23,476
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,476
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
