<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended October 3, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 333-29141
MMI PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 74-1622891
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
515 West Greens Road, Suite 710
Houston, Texas 77067
(Address of Principal Executive Offices)
(281) 876-0080
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
There were 252,000 shares of the Registrant's Class A Common Stock
outstanding as of the close of business on November 13, 1998,
all of which are held by Merchants Metals Holding Company.
<PAGE> 2
MMI PRODUCTS, INC.
INDEX
<TABLE>
<CAPTION>
Page
PART I. FINANCIAL STATEMENTS AND NOTES Number
------
<S> <C>
Item 1. Financial Statements and Notes 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
MMI PRODUCTS, INC.
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(Unaudited)
October 3, January 3,
ASSETS 1998 1998
----------- ----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,746 $ 3,509
Accounts receivable, net of allowance for doubtful accounts of
$1,797 and $1,876, respectively 59,290 38,940
Inventories 59,554 48,938
Income tax receivable -- 1,710
Prepaid expenses and other current assets 3,328 2,384
--------- ---------
Total current assets 125,918 95,481
Property, plant and equipment
Land 5,905 4,814
Buildings and improvements 19,811 16,473
Machinery and equipment 57,161 50,343
Rental equipment 2,844 --
--------- ---------
85,721 71,630
Less accumulated depreciation 29,908 25,712
--------- ---------
Property, plant and equipment, net 55,813 45,918
Intangible assets 17,717 5,831
Deferred charges and other assets 4,417 5,588
--------- ---------
Total assets $ 203,865 $ 152,818
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 43,393 $ 27,276
Accrued liabilities 19,045 13,197
Income taxes payable 2,542 --
Due to Holding, net 5,102 3,573
Current maturities of long-term debt, including capital lease
obligations 1,570 1,127
--------- ---------
Total current liabilities 71,652 45,173
Long-term debt, including capital lease obligations 140,432 122,740
Deferred income taxes and other long-term liabilities 5,837 5,778
Commitments and contingencies
Stockholder's deficit
Common stock, $1 par value; 500,000 shares authorized;
252,000 shares issued and outstanding 252 252
Additional paid-in capital 13,009 14,711
Accumulated other comprehensive income
Additional minimum pension liability, net of tax of $107 (154) (151)
Retained deficit (27,163) (35,685)
--------- ---------
Total stockholder's deficit (14,056) (20,873)
--------- ---------
Total liabilities and stockholder's deficit $ 203,865 $ 152,818
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
MMI PRODUCTS, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 3, Sept. 27, October 3, Sept. 27,
1998 1997 1998 1997
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net sales $ 114,062 $ 94,698 $ 316,551 $ 263,329
Cost of sales 94,829 80,315 266,448 224,519
--------- --------- --------- ---------
Gross profit 19,233 14,383 50,103 38,810
Selling, general and administrative
expenses 7,966 5,978 23,063 18,171
Other (income) expense, net (144) 8 (82) (154)
--------- --------- --------- ---------
Income before interest and income taxes 11,411 8,397 27,122 20,793
Interest expense 4,351 3,861 12,919 8,815
--------- --------- --------- ---------
Income before income taxes 7,060 4,536 14,203 11,978
Provision for income taxes 2,824 1,814 5,681 4,790
========= ========= ========= =========
Net income $ 4,236 $ 2,722 $ 8,522 $ 7,188
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
MMI PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
October 3, Sept. 27,
1998 1997
---------- ---------
<S> <C> <C>
Net income $ 8,522 $ 7,188
Adjustments to reconcile net income to net cash provided by
operating
Activities:
Depreciation and amortization 5,096 4,080
Other (126) 1,484
Changes in operating assets and liabilities, net of effects of
acquired businesses:
Increase in operating assets and liabilities (2,917) (5,732)
Decrease in Due to Holding (173) (2,236)
Other 133 (226)
--------- ---------
Net cash provided by operating activities 10,535 4,558
--------- ---------
Investing activities:
Capital expenditures (7,957) (2,738)
Acquisitions (22,709) (542)
Divestiture 3,501 --
Other 51 82
--------- ---------
Cash used in investing activities (27,114) (3,198)
--------- ---------
Financing activities:
Proceeds from issuance of senior subordinated notes -- 120,000
Proceeds from (payment of) revolving credit facility, net 16,841 (30,144)
Payment of capital leases (1,021) (645)
Proceeds from (payment of) other long-term debt 996 (22,000)
Distribution to Holding -- (57,105)
Debt offering costs -- (3,951)
--------- ---------
Cash provided by financing activities 16,816 6,155
--------- ---------
Net change is cash and cash equivalents 237 7,515
Cash and cash equivalents, beginning of period 3,509 234
--------- ---------
Cash and cash equivalents, end of period $ 3,746 $ 7,749
========= =========
Supplemental Cash Flow Information:
Supplemental disclosure of noncash investing activities
Issuance of capital lease obligations $ 1,319 $ 1,226
Cash paid for interest 9,495 3,144
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 6
MMI PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
MMI Products, Inc. (the "Company"), is a wholly-owned subsidiary of
Merchants Metals Holding Company (Holding). The accompanying unaudited financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These financial statements should be read in conjunction with
the Company's annual financial statements for the year ended January 3, 1998
included in the Company's Form 10-K filed with the Securities and Exchange
Commission on March 30, 1998.
In the opinion of management, the financial statements contain all
adjustments, consisting only of normal recurring adjustments, considered
necessary to present fairly the financial position of the Company as of October
3, 1998 and the results of its operations and its cash flows for the respective
periods ended October 3, 1998 and September 27, 1997. Interim results for the
nine months ended October 3, 1998 are not necessarily indicative of results that
may be expected for the fiscal year ending January 2, 1999.
As of January 4, 1998, the Company adopted Financial Accounting
Standards Board Statement 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes new rules for reporting and display of comprehensive income
and its components; however, the adoption of SFAS 130 has no impact on the
Company's net income or shareholder's equity. Prior year financial statements
have been reclassified to conform to the requirements of SFAS 130.
2. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
(Unaudited)
October 3, 1998 January 3, 1998
--------------- ---------------
(In Thousands)
<S> <C> <C>
Raw materials $ 18,451 $ 11,188
Work-in-process 429 255
Finished goods 40,674 37,495
---------- ----------
$ 59,554 $ 48,938
========== ==========
</TABLE>
6
<PAGE> 7
MMI PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
(UNAUDITED)
3. ACQUISITIONS
During the nine months ended October 3, 1998, the Company made the
acquisitions set forth below, each of which has been accounted for as a
purchase. The financial statements include the operating results of each
business from the date of the acquisition.
On February 18, 1998, the Company acquired certain net assets of The
Burke Group L.L.C. ("Burke"), a manufacturer of hardware devices and processor
of chemicals used in the concrete construction industry. The acquisition expands
the offerings of the Company's concrete accessories product line. The total
purchase price of $23.9 million was funded by a $20.6 million borrowing on the
Company's revolving credit facility and assumption of liabilities totaling $3.3
million. The excess of the purchase price over the fair values of the net assets
acquired was $11.7 million and is being amortized over 40 years. On September 4,
1998, the Company sold the chemical processing business for approximately $3.5
million, the book value of the net assets sold.
On March 2, 1998, the Company purchased substantially all of the assets
of Wholesale Fencing Supply, Inc. and affiliated entities for approximately $2.1
million, of which $1.1 million was funded by the Company's revolving credit
facility and $1.0 million by a note payable to seller. Acquired operations
include the manufacture of ornamental iron fencing in Tacoma, Washington, and
distribution of fence products in Tacoma, Washington and two Oregon locations.
The excess of the purchase price over the fair values of the net assets acquired
was $0.5 million.
4. COMMITMENTS AND CONTINGENCIES
A former stockholder of Holding exercised its appraisal rights and
filed a lawsuit against Holding with respect to the value of the common and
preferred stock redeemed in connection with the Recapitalization which occurred
on December 13, 1996. In January 1997, Holding paid the stockholder $2.2 million
with respect to the value of the preferred stock, the original value offered in
the Recapitalization. On October 30, 1998, the Company paid $6.45 million,
including accrued interest of $1.04 million, to settle the value of the common
stock redeemed. The $5.4 million total value of the common stock redeemed is
recorded in the October 3, 1998 balance sheet in Due to Holding. The $1.7
million increase in the original value offered in the Recapitalization has been
charged to Additional Paid-in-Capital to reflect finalization of the December
1996 change in capital contributions by Holding. The Company intends to declare
a dividend of $1.4 million to Holding during the fourth quarter of 1998 so that
Holding can settle the interest and legal expenses paid on its behalf by the
Company. The $6.45 million settlement was funded by the Company's revolving
credit facility and had no effect on the operating results of the Company.
The Company is involved in a number of legal actions arising in the
ordinary course of business. The Company believes that the various asserted
claims and litigation in which it is
7
<PAGE> 8
involved will not materially affect its financial position or future operating
results, although no assurance can be given with respect to the ultimate outcome
of any such claim or litigation.
5. SUBSEQUENT EVENTS
On October 6, 1998, pursuant to the terms of a Stock Purchase
Agreement, the Company purchased all the issued and outstanding capital stock of
Security Fence Supply Co., Inc., a Maryland corporation ("Security") from
Messrs. Henry F. Long, Jr. and Henry F. Long III for cash of approximately $24.2
million. Immediately following the purchase, the real property acquired (valued
at approximately $3.6 million) was sold by Security to an entity owned by the
Messrs. Long and leased back to Security for a term of five years at rental
rates which approximate the market for such properties. The net cash outlay of
$20.6 million was funded by the Company's revolving credit facility which was
amended to add Security as a borrower and provide for lower LIBOR margins
depending on the Company's defined adjusted earnings from operations.
Security manufactures primarily commercial and industrial fencing at a
facility in Bladensburg, Maryland. Sales for its fiscal year ended September 30,
1998 were approximately $30 million. The Company intends to operate Security as
a wholly-owned subsidiary and as a complement to the Company's existing fence
business operated by its Merchants Metals division.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
STATEMENT OF OPERATIONS - SELECTED DATA
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------------------- -----------------------------------------
October 3, Sept. 27, October 3, Sept. 27,
1998 Change 1997 1998 Change 1997
---------- -------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fence $ 55,404 $ 6,445 $ 48,959 $ 153,686 $ 15,965 $ 137,721
Percentage of net sales 48.6% (3.1%) 51.7% 48.6% (3.7%) 52.3%
Wire Mesh $ 36,700 $ 2,798 $ 33,902 $ 104,596 $ 9,271 $ 95,325
Percentage of net sales 32.2% (3.6%) 35.8% 33.0% (3.2%) 36.2%
Concrete Accessories $ 21,958 $ 10,121 $ 11,837 $ 58,269 $ 27,986 $ 30,283
Percentage of net sales 19.2% 6.7% 12.5% 18.4% 6.9% 11.5%
---------- -------- ---------- ---------- -------- ----------
Net sales $ 114,062 $ 19,364 $ 94,698 $ 316,551 $ 53,222 $ 263,329
Gross profit $ 19,233 $ 4,850 $ 14,383 $ 50,103 $ 11,293 $ 38,810
Percentage of net sales 16.9% 1.7% 15.2% 15.8% 1.1% 14.7%
Selling, general and administrative
expenses $ 7,966 $ 1,988 $ 5,978 $ 23,063 $ 4,892 $ 18,171
Percentage of net sales 7.0% 0.7% 6.3% 7.3% 0.4% 6.9%
Income before interest and income
taxes $ 11,411 $ 3,014 $ 8,397 $ 27,122 $ 6,329 $ 20,793
Percentage of net sales 10.0% 1.1% 8.9% 8.6% 0.7% 7.9%
Interest expense $ 4,351 $ 490 $ 3,861 $ 12,919 $ 4,104 $ 8,815
Percentage of net sales 3.8% (0.3%) 4.1% 4.1% 0.8% 3.3%
Effective income tax rate 40.0% -- 40.0% 40.0% -- 40.0%
Net income $ 4,236 $ 1,514 $ 2,722 $ 8,522 $ 1,334 $ 7,188
Percentage of net sales 3.7% (0.8%) 2.9% 2.7% -- 2.7%
</TABLE>
Net sales for the three months and nine months ended October 3, 1998
increased $19.4 million (20.4%) and $53.2 million (20.2%), respectively, from
the corresponding periods of the prior fiscal year. The concrete accessories
product line generated a net sales increase of $10.1 million and $28.0 million
for the three months and nine months ended October 3, 1998, respectively. This
increase in net sales was primarily a result of the acquisition of The Burke
Group L.L.C. ("Burke Acquisition") in February 1998, which contributed 75% and
69% of the concrete accessories net sales increase for the three months and nine
months ended October 3, 1998, respectively. The fence product line, which
contributed $6.4 million and $16.0 million of the total net sales increase for
the three months and nine months ended October 3, 1998, respectively, benefited
from the expansion of its distribution network by five locations and increased
market activity particularly in the southern region of the United States where
weather conditions improved during the first half of the year. The wire mesh
product line, which contributed $2.8 million and $9.3 million of the total net
sales increase for the three months and nine months ended October 3, 1998,
respectively, benefited from investments to increase the capacity of several
manufacturing facilities.
9
<PAGE> 10
Gross profit, as a percentage of sales, increased from 15.2% to 16.9%
and from 14.7% to 15.8% for the three months and nine months ended October 3,
1998, respectively, from the corresponding periods of the prior fiscal year. The
increase in gross profit was primarily due to the increase in mix of higher
margin concrete accessories products. A decrease in wire mesh gross profit
margins resulting from increases in raw material costs (which could not be
passed along as price increases to customers) contributed a negative effect to
gross profit increases during the nine month period ended October 3, 1998. Raw
material costs improved during the three months ended October 3, 1998. Wire mesh
gross profit margins in 1998's third quarter were comparable with margins during
1997's third quarter.
Selling, general, and administrative expenses as a percentage of net
sales increased 0.7% and 0.4% for the three months and nine months ended October
3, 1998, respectively, from the corresponding periods of the prior fiscal year.
The increase in selling, general, and administrative expenses is primarily due
to the increase in the mix of concrete accessories products (due to the Burke
Acquisition), which generally require higher levels of selling expenses than
fence and wire mesh products.
Interest expense increased $490 thousand and $4.1 million for the
three months and nine months ended October 3, 1998, respectively, as compared to
corresponding periods of the prior fiscal year. The increase for the nine month
period was principally due to the higher levels of outstanding debt as a result
of the issuance of the $120 million 11.25% Senior Subordinated Notes in April
1997 and increased borrowings from the credit facility primarily for funding of
business acquisitions and capital expenditures. As the Senior Subordinated Notes
were outstanding for the third quarter in both 1998 and 1997, the increase for
the three month period was due primarily to greater borrowings from the credit
facility. If the proceeds from the issuance of the $120 million Senior
Subordinated Notes had been available at the beginning of fiscal year 1997, pro
forma interest expense for the nine months of fiscal year 1997 would have been
$11.4 million an increase of $2.6 million over the $8.8 million actually
incurred. Pro forma interest expense is based on the 11.25% rate on the Senior
Subordinated Notes plus the amortization of deferred financing costs over the
life of the debt less interest expense on debt that would have been retired.
Net income for the three months and nine months ended October 3, 1998,
increased $1.5 million and $1.3 million respectively, from the corresponding
period of the prior fiscal year. The changes in net income were primarily a
result of the factors discussed above. If the proceeds from the issuance of the
$120 million Senior Subordinated Notes had been available at the beginning of
fiscal year 1997, net income for the nine months ended October 3, 1998 would
have increased $2.9 million from the corresponding periods of the prior fiscal
year.
LIQUIDITY AND SOURCES OF CAPITAL
Cash Flows. Business acquisitions and increased levels of capital
expenditures were investment activities which utilized $10.5 million in net cash
provided by operating activities and $16.8 million provided by financing
activities during the nine months ended October 3, 1998. The replacement of a
manufacturing facility and the expansion of a rental equipment product acquired
from Burke were the major components of the capital expenditure increase.
10
<PAGE> 11
EBITDA is a widely accepted financial indicator of a company's ability
to service and incur debt. The Company's EBITDA for the first nine months of
fiscal year 1998 and 1997 was $32.2 million and $24.9 million, respectively. The
increase in EBITDA is primarily due to higher income before interest and income
taxes due to the changes in net sales, gross profit and selling, general and
administrative expenses discussed in "Results of Operations" above. EBITDA
should not be considered in isolation from or as a substitute for net income or
cash flow measures prepared in accordance with generally accepted accounting
principles or as a measure of a company's profitability or liquidity. EBITDA is
defined as the sum of income before interest, income taxes, depreciation and
amortization, and non-recurring expenses.
The Company expects that cash flows from operations, the borrowing
availability under its bank line of credit, which includes a revolving credit
facility, and its additional borrowing capability (which the Company believes is
justified by the Company's financial position and operating cash flows) will
provide sufficient liquidity to meet its normal operating requirements, capital
expenditure plans, existing debt service, and business acquisition strategy over
the near term.
The Company has pursued and intends to continue to pursue a strategy of
business acquisitions that will broaden its distribution network, complement or
extend its existing product lines or increase its production capacity. The
borrowing availability under its bank line of credit and the Company's
additional borrowing capability (which the Company believes is justified by its
financial position and operating cash flows) are expected to be the financing
sources for such acquisitions. It is possible that, depending upon the Company's
future operating cash flows and the size of potential acquisitions, the Company
will seek additional sources of financing subject to limitations set forth in
its senior subordinated notes indenture.
SEASONALITY
The Company's products are used in the residential, commercial and
infrastructure construction industries. These industries are both cyclical and
seasonal, and changes in demand for construction services have a material impact
on the Company's sales and profitability. The highest level of sales and
profitability occur during the times of the year when climatic conditions are
most conducive to construction activity. Accordingly, sales will typically be
higher in the Company's second and third quarters and will be lower in the first
and fourth quarters.
IMPACT OF YEAR 2000
The result of computer programs being written using two digits rather
than four to define the applicable year is known as the "Year 2000" issue. Any
of the Company's computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
The Company has completed an assessment and will have to modify or
replace portions of its software so that its computer systems will function
properly with respect to dates in the year 2000 and beyond. The Company is
currently in the process of replacing its general
11
<PAGE> 12
ledger, accounts payable, accounts receivable, sales analysis, and financial
reporting systems with software which will be year 2000 compliant. The project
is scheduled to be completed during the fourth quarter of 1998. Year 2000
compliance in other systems is to be achieved through modification of internally
developed programs and is scheduled to be completed by the third quarter of
1999. Changing the scope of the modification project or enlisting third party
resources to assist in the programming task would occur if the scheduled
completion date appeared to be in jeopardy. The Company does not expect any
significant disruption on operations in the event that any of its suppliers or
customers fail to achieve Year 2000 compliance. However, if the software changes
and modifications of existing software are not made, or are not completed
timely, the Year 2000 issue could have a material impact on the operations of
the Company.
FORWARD LOOKING INFORMATION
The statements contained in this report which are not historical
facts, including, but not limited to, statements found under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" above, are forward looking statements that involve a number of risks
and uncertainties. The actual results of the future events described in such
forward looking statements in this report could differ materially from those
contemplated by such forward looking statements. Among the factors that could
cause actual results to differ materially are the risks and uncertainties
discussed in the report, including without limitations the portions of such
statements under the caption referenced above, and the uncertainties set forth
from time to time in the Company's other public reports and filings and public
statements.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information set forth in Note 4 in the Notes to the Financial Statements in
Part I of this report is incorporated by reference thereto.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibit 27 Financial Data Schedule
B. Reports on Form 8-K A Form 8-K was filed with the Commission on
October 16, 1998. The Form 8-K reported the
acquisition of the common stock of Security
Fence Supply Co., Inc. on October 6, 1998.
13
<PAGE> 14
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.
Date: November 16, 1998 By: /s/Robert N. Tenczar
--------------------------------
Robert N. Tenczar, Vice President
and Chief Financial Officer
14
<PAGE> 15
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-04-1998
<PERIOD-END> OCT-03-1998
<CASH> 3,746
<SECURITIES> 0
<RECEIVABLES> 61,087
<ALLOWANCES> 1,797
<INVENTORY> 59,554
<CURRENT-ASSETS> 125,918
<PP&E> 85,721
<DEPRECIATION> 29,908
<TOTAL-ASSETS> 203,865
<CURRENT-LIABILITIES> 71,652
<BONDS> 120,000
0
0
<COMMON> 252
<OTHER-SE> (14,308)
<TOTAL-LIABILITY-AND-EQUITY> 203,865
<SALES> 316,551
<TOTAL-REVENUES> 316,551
<CGS> 266,448
<TOTAL-COSTS> 266,448
<OTHER-EXPENSES> 22,811
<LOSS-PROVISION> 170
<INTEREST-EXPENSE> 12,919
<INCOME-PRETAX> 14,203
<INCOME-TAX> 5,681
<INCOME-CONTINUING> 8,522
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,522
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
