SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended June 30, 1995
( ) 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 0-627
DOUGLAS & LOMASON COMPANY
(exact name of registrant as specified in its charter)
MICHIGAN 38-0495110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24600 Hallwood Court, Farmington Hills, Michigan 48335-1671
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 478-7800
Former name, former address and former fiscal year, if changed since last
year: Same
Indicate by checkmark 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 and (2) has been subject to such filing
requirements for the past 90 days.
YES __X__ NO _____
CLASS OUTSTANDING AT AUGUST 15, 1995
Common stock, $2 par value 4,243,720 shares
<PAGE>
<TABLE>
<CAPTION>
DOUGLAS & LOMASON COMPANY
Consolidated Condensed Balance Sheets
June 30 December 31
1995 1994
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Notes and accounts receivable $ 95,113,047 $ 99,927,502
Inventories
Raw materials 11,204,803 10,823,892
Work in process and finished goods 15,221,180 8,967,433
------------ ------------
26,425,983 19,791,325
Cash and other current assets 10,340,941 10,185,455
------------ ------------
131,879,971 129,904,282
Property, plant and equipment, net 75,072,645 66,787,613
Other non-current assets 19,904,407 14,871,532
Intangibles 36,133,414 ---
------------ ------------
Total assets $262,990,437 $211,563,427
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 5,370,843 $ 5,938,130
Accounts payable and accrued expenses 65,378,868 71,787,370
Taxes on income 1,892,703 1,865,401
------------ ------------
Total current liabilities 72,642,414 79,590,901
Postretirement benefits other than
pensions 8,026,165 7,533,669
Other liabilities 17,543,780 6,822,429
Long-term debt, less current maturities 77,984,000 31,887,500
Shareholders' equity
Preferred stock
No par value, authorized 500,000
shares, issued - none
Common stock 8,487,440 8,457,440
Par value $2 per share authorized
5,000,000 shares; issued and
outstanding 4,243,720 shares in
1995 and 4,228,720 in 1994
Other capital 28,096,631 27,997,976
Retained earnings 54,124,872 52,048,512
Foreign currency translation adjustment (3,914,865) (2,775,000)
------------ ------------
Total shareholders' equity 86,794,078 85,728,928
------------ ------------
Total liabilities and
shareholders' equity $262,990,437 $211,563,427
============ ============
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DOUGLAS & LOMASON COMPANY
Consolidated Condensed Statements of Income
Three Months Ended Six Months Ended
June 30 June 30
---------------------------- ----------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $130,601,835 $123,253,404 $285,660,060 $246,719,362
Cost of sales 125,130,449 113,582,619 268,890,184 225,892,785
------------ ------------ ------------ ------------
Gross profit 5,471,386 9,670,785 16,769,876 20,826,577
Selling, general and
administrative expense 5,959,375 5,434,963 12,022,087 10,876,910
------------ ------------ ------------ ------------
Operating income (loss) (487,989) 4,235,822 4,747,789 9,949,667
Other income (expenses):
Interest expense, net (1,053,889) (591,478) (1,749,677) (1,207,887)
Interest income
and other 46,225 256,725 261,919 459,324
------------ ------------ ------------ ------------
(1,007,664) (334,753) (1,487,758) (748,563)
Earnings (loss) before
provision for
income taxes (1,495,653) 3,901,069 3,260,031 9,201,104
Income tax expense
(benefit) (1,040,000) 1,390,000 335,000 3,375,000
------------ ------------ ------------ ------------
Net earnings (loss) $ (455,653) $ 2,511,069 $ 2,925,031 $ 5,826,104
============ ============ ============ ============
Net earnings (loss)
per share $ (.11) $ .60 $ .69 $ 1.38
============ ============ ============ ============
Weighted average number
of shares 4,243,580 4,227,970 4,239,365 4,227,858
============ ============ ============ ============
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DOUGLAS & LOMASON COMPANY
Consolidated Condensed Statements of Cash Flows
Six Months Ended
June 30
---------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 2,925,031 $ 5,826,104
Depreciation and amortization 6,437,053 6,274,800
Postretirement benefits other than
pensions 492,496 ---
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable 8,939,624 (6,471,796)
(Increase) decrease in inventories 2,847,317 (6,646,375)
(Increase) decrease in prepaid expenses
and other assets (7,188,151) 1,294,844
Increase (decrease) in accounts payable,
and accrued expenses (8,176,033) 10,270,544
Increase (decrease) in other liabilities (6,788) 1,077,299
------------ ------------
Net cash provided by operating activities 6,270,549 11,625,420
Cash flows from investing activities:
Proceeds from the sale of property,
plant and equipment 83,811 187,240
Acquisition of property, plant and
equipment (9,356,113) (7,182,707)
Cost of acquisition, net of cash (43,487,920) ---
------------ ------------
Net cash used by investing activities (52,760,222) (6,995,467)
------------ ------------
Cash flows from financing activities:
Proceeds from long-term debt 47,000,000 4,500,000
Repayment of long-term debt --- (3,154,787)
Repayment of short-term debt (3,221,455) (7,000,000)
Proceeds from exercised stock
options, net 128,655 6,125
Dividends paid (848,671) (845,594)
------------ ------------
Net cash provided (used) by financing
activities 43,058,529 (6,494,256)
------------ ------------
Effect of translation on cash (718,962) ---
Net decrease in cash (4,150,106) (1,864,303)
Cash at beginning of year 6,532,415 2,745,818
------------ ------------
Cash at end of quarter $ 2,382,309 $ 881,515
============ ============
</TABLE>
4
<PAGE>
DOUGLAS & LOMASON COMPANY
Notes to Consolidated Condensed Financial Statements
1. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the financial
position as of June 30, 1995 and 1994, and the results of operations
for the six months then ended, and changes in financial position for
the six months then ended, subject to year end audit adjustments.
2. On June 8, 1995, Douglas & Lomason Company (the "Company") acquired the
stock of Bestop, Inc. ("Bestop"). Bestop is the leading designer and
manufacturer in North America of soft tops and accessories for small
sport utility vehicles. Bestop sells its product domestically and
internationally to original equipment manufacturer (OEM) companies and in
the aftermarket. The purchase agreement required a purchase price of
approximately $43,952,000. The acquisition will be accounted for in
accordance with the purchase method of accounting.
Had the acquisition of Bestop, Inc. occurred as of January 1, 1994,
revenues, net income and earnings per share would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
(in 000's except for per share data)
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $143,108 $137,303 $314,025 $271,894
Net Income $ (928) $ 2,680 $ 2,310 $ 5,575
Earnings Per Share $ (.22) $ .63 $ .54 $ 1.32
</TABLE>
5
<PAGE>
Management's Discussion and Analysis of Financial
Conditions and Results of Operations
Liquidity and Capital Resources
Funds provided from long term debt of $47.0 million and from operations of
$6.3 million were the principal source of cash in the first six months of
1995. The investment in Bestop, Inc. of $44.0 million, capital expenditures
of $9.4 million and debt repayment of $3.2 million resulted in a negative
cash flow of $3.3 million during the period.
In June 1995, the Company entered into an amended and restated unsecured
revolving credit agreement with two banks in the amount of $60.0 million
which matures in June 1998. Borrowings outstanding under this facility
totaled $38.0 million at June 30, 1995. In June 1995, the Company executed a
new term loan for $25.0 million with two banks with quarterly principal
payments commencing July 1, 1999, and a maturity date of June 8, 2003, at a
interest rate of 7.8%.
Results of Operations
Net Sales
Net sales for the quarter ended June 30, 1995, were $130.6 million, up 6%
from 1994 second quarter sales of $123.3 million. The increase in 1995
second quarter sales over 1994 second quarter sales is directly attributable
to the production of the fully trimmed seats for the Ford Contour and Mercury
Mystique models. Sales for the 1995 second quarter reflect a 25% decline in
the Company's decorative moldings business compared to 1994 second quarter
and 35% decrease in seating related sales (exclusive of sales related to the
Company's Contour and Mystique programs). For the six months ended June 30,
1995, the Company had sales of $285.7 million or 16% increase over the $246.7
million in 1994 first six months. Again, this increase is directly
attributable to the Ford Contour and Mercury Mystique models.
Cost of Sales
Cost of sales as a percentage of net sales for the second quarter increased
3.6% in 1995 compared to the same period of 1994. This unfavorable
relationship resulted from the significantly lower sales than previously
planned in our 1995 budget. In addition, raw material increases and
continued pressure from customers for price reductions contributed to this
increase. For the six months ended June 30, 1995, cost of sales as a
percentage of net sales increased 2.5% compared to the same period of 1994.
Selling, General and Administrative Expenses
Selling, general and administrative expenses in the second quarter of 1995
increased $524,000 or 9.6% in 1995 compared to the second quarter of 1994.
Additional staffing, medical insurance and travel expenses are the principal
components of this increase.
6
<PAGE>
Interest Expense
Interest expense in the second quarter of 1995 of $1.1 million increased
approximately $462,000 or 78% from the same period of 1994, principally as a
result of the $55.0 million higher debt level in 1995 compared to 1994. As
mentioned earlier, approximately $44.0 million was borrowed for the
acquisition of Bestop, Inc. in June of 1995.
Net Earnings (Loss)
The net loss of $456,000 or $.11 per share decreased over the net earnings of
$2.5 million or $.60 per share in the second quarter of 1994. The
unfavorable sales level during the second quarter and inability to absorb
overhead resulted in the unfavorable cost of sales and net loss for the
period.
Financial Condition
The balance sheet remains strong at the end of the second quarter of 1995.
The current ratio was 1.82 to 1 and the debt to total capitalization was
.47 to 1 at June 30, 1995.
7
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities
The Registrant entered into an Amended and Restated Credit Agreement
("Agreement") dated as of June 8, 1995, with two banks providing for a new
revolving credit facility in the aggregate principal amount of $60,000,000
and an additional term loan facility in the aggregate principal amount of
$25,000,000.
The Agreement contains provisions providing that the Company will
maintain a ratio of consolidated current assets to consolidated current
liabilities of not less than 1.5 to 1.0; permit consolidated working capital
to be less than $32,000,000; maintain consolidated tangible net worth of not
less than the sum of (i) $50,000,000 plus (ii) 50% of cumulative net income
since January 1, 1996, plus (iii) 75% of the net cash proceeds of any
issuance of capital stock of the Registrant after June 8, 1995; permit the
ratio of consolidated funded debt to consolidated capitalization to be
greater than 65%; permit the ratio of (i) consolidated earnings from
operations before deduction of interest and income taxes to (ii) interest
expense paid or accrued for any period of four consecutive fiscal quarters to
be less than 2.0:1.0; and during the continuance of any default or event of
default or if as a result thereof a default or event of default would exist,
declare or pay any dividends (except dividends payable in capital stock of
the Registrant) or make any other distribution upon its shares of capital
stock, or acquire or retire any of its capital stock.
Item 4. Submission of Matters to a Vote of Security Holders
The following information is furnished with respect to the Annual
Meeting of security holders of the Registrant held during April 1995:
(a) A meeting was held on April 28, 1995, and was an Annual
Meeting.
(b) Not applicable
(c) At such meeting the nominees for election as directors, Dale A.
Johnson, Harry A. Lomason II and Gary T. Walther, were elected
for the term of office to expire at the 1998 Annual Meeting of
Shareholders. The votes cast with respect to each nominee for
director are as follows:
<TABLE>
<CAPTION>
Votes to
Withhold
Authority
to Vote
Votes for for the
Nominee Nominee Nominee
------- --------- --------
<S> <C> <C>
Dale A. Johnson 3,979,634 23,346
Harry A. Lomason II 3,979,790 23,190
Gary T. Walther 3,979,934 23,046
</TABLE>
Further at such meeting the shareholders approved the
Directors' Stock Plan. 3,537,352 affirmative votes, 52,930
negative votes and 412,642 abstain votes were cast with
respect to such plan.
8
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(1) Directors' Stock Plan
(2) Amended and Restated Credit Agreement dated as of June 8,
1995, between Registrant and banks named in Section 2.1
thereof - filed as Exhibit 2 to Form 8-K Report dated
June 8, 1995, and incorporated herein by reference.
(b) Reports on Form 8-K
The Registrant filed a report on Form 8-K during the quarter
for which this Report is filed. The report was dated June 8,
1995, and reported the acquisition by the Registrant of Bestop,
Inc.
9
<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.
DOUGLAS & LOMASON COMPANY
-------------------------
(Registrant)
Date: August 15, 1995 /s/ James J. Hoey
-------------------------
James J. Hoey
Senior Vice President &
Chief Financial Officer
(Duly Authorized Officer
and Principal Financial
Officer)
10
Exhibit (1)
DOUGLAS & LOMASON COMPANY
DIRECTORS STOCK PLAN
___________________
1. PURPOSE
1.1 The Douglas & Lomason Company Directors Stock Plan (the
"Plan") is intended to increase the proprietary interest of
non-employee members of the Board of Directors (the "Board") of
Douglas & Lomason Company (the "Company") by providing further
opportunity for ownership of the Company's Common Stock ("Stock"),
and to increase their incentive to contribute to the success of
the Company's business.
1.2 The Plan is intended to comply with Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as such Rule may be further amended from time to time ("Rule
16b-3") and shall be construed to so comply.
2. ADMINISTRATION
2.1 The Plan will be administered by a committee (the
"Committee") of not less than two persons consisting of the Chief
Executive Officer of the Company and other persons designated by
him who are either officers of the Company or members of the Board
of Directors, none of whom is eligible to participate in the Plan.
2.2 The Committee may make such rules and establish such
procedures for the administration of the Plan as it deems
appropriate to carry out the purpose of the Plan. The
interpretation and application of the Plan or of any rule or
procedure, and any other matter relating to or necessary to the
administration of the Plan, shall be determined by the Committee,
and any such determination shall be final and binding on all
persons.
3. SHARES Of STOCK
3.1 Shares Reserved. Shares of Stock which may be issued
under the Plan may either be authorized and unissued shares of the
Company, provided that the total amount of Stock which may be
issued under the Plan shall not exceed 50,000 shares.
3.2 Capital Adjustments. In the event of a change in the
number or class of shares of Stock as a result of reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation or a corporate transaction, the
<PAGE>
maximum number or class of shares available under the Plan, and
the number or class of shares of Stock to be delivered hereunder
shall be proportionately adjusted to reflect any such change.
4. DELIVERY Of SHARES OF STOCK
4.1 Mandatory Portion. For each calendar year commencing
with the calendar year beginning January 1, 1995, each
non-employee member of the Board (an "Eligible Director") shall
receive a whole number of shares of Stock equal in value to 25% of
his retainer fee payable for services as a director during such
calendar year in lieu of payment of such percentage of the
retainer fee in cash. Such shares shall be delivered to each
Eligible Director on the first day of July of each year (or if
such date is not a business day, the next succeeding business day)
of such calendar year (the "Normal Stock Payment Date"), except to
the extent that a Deferral Election (as defined in Section 4.3
hereof) shall be in effect with respect to such shares.
Each such share shall be valued at the closing price per
share of Stock as reported on the National Association of
Securities Dealers Automated Quotation National Market System, or
if not so reported, as reported by any national stock exchange on
which the Stock is traded (the "Closing Price") on the last
business day preceding the Normal Stock Payment Date (the "Share
Value Price"). The value of fractional shares shall be paid to
the Eligible Director in cash.
4.2 Elective Portion. For each calendar year commencing
with the calendar year beginning January 1, 1995, each Eligible
Director may elect to receive a whole number of shares of Stock
equal in value (based on the Share Value Price) to up to an
additional 25% of his or her retainer fee payable for services as
a director during such calendar year in lieu of payment of such
percentage of the retainer fee in cash. Such shares shall be
delivered to each Eligible Director on the Normal Stock Payment
Date, except to the extent that a Deferral Election (as defined in
Section 4.3 hereof) shall be in effect with respect to such shares
or that Section 4.6 hereof applies. The value of fractional
shares shall be paid to the Eligible Director in cash.
4.3 Deferral Election. For fees payable for services as a
director during calendar years beginning on or after January 1,
1995, each Eligible Director may elect to defer the receipt (a
"Deferral Election") of all or a portion of the shares of Stock
otherwise deliverable on a Normal Stock Payment Date ("Deferred
Shares").
The director shall elect (a) that Deferred Shares be
distributed in a lump sum or in equal annual installments (not
- 2 -
<PAGE>
exceeding 10), and (b) that the lump sum or first installment be
distributed on the tenth day of the calendar year immediately
following either (i) the year in which the director ceases to be a
director of the Company, or (ii) the earlier of the year in which
the director ceases to be a director of the Company or a date
designated by the director; provided, however, that any such
election shall be subject to Section 4.6 hereof. Installments
subsequent to the first installment shall be distributed on the
tenth day of each succeeding calendar year until all of the
director's Deferred Shares shall have been distributed.
In the event the director should die before all of the
director's Deferred Shares have been distributed, the balance of
the Deferred Shares shall be distributed in a lump sum to the
beneficiary or beneficiaries designated in writing by the
director, or if no designation has been made, to the estate of the
director.
4.4 Dividend Equivalents. Deferred Shares shall be credited
with an amount equivalent to the dividends which would have been
paid on an equal number of outstanding shares of Stock ("Dividend
Equivalents"). Dividend Equivalents shall be credited (i) as of
the payment date of such dividends, and (ii) only with respect to
Deferred Shares which were otherwise deliverable as of a Normal
Stock Payment Date, or into which Dividend Equivalents were
converted pursuant to the second paragraph of this Section 4.4,
prior to the record date of the dividend. Deferred Shares held
pending distribution shall continue to be credited with Dividend
Equivalents.
Dividend Equivalents so credited shall be converted into an
additional whole number of Deferred Shares each year on the Normal
Stock Payment Date (based on the Closing Price on the last
business day preceding the Normal Stock Payment Date). Such
Deferred Shares shall thereafter be treated in the same manner as
any other Deferred Shares under the Plan. Dividend Equivalents
resulting in fractional shares shall be held for the credit of the
Eligible Director until the next Normal Stock Payment Date and
shall be converted into Deferred Shares on such date. Any
Dividend Equivalents not converted into Deferred Shares shall be
paid in cash upon the final distribution of the director's
Deferred Shares.
4.5 Timing and Form of Elections. Any election described in
Sections 4.2 and 4.3 hereof:
(a) shall be in the form of a document executed by the
director and filed with the Company,
(b) for the year 1995, shall be made before June 15, 1995
and thereafter shall be made before the first day of the
calendar year in which the applicable retainer fee is
- 3 -
<PAGE>
earned and shall become irrevocable on the last day
prior to the beginning of such calendar year, and
(c) shall continue until a director ceases to be a director
or until he terminates or modifies such election by
written notice, any such termination or modification to
be effective as of the end of the calendar year in which
such notice is given with respect to fees payable in
subsequent calendar years.
4.6 Effect of Certain Events. Notwithstanding an election
pursuant to Section 4.2 or Section 4.3 hereof, upon the occurrence
of a Change in Control (as defined below), (i) all Deferred Shares
to the extent credited prior to the Change in Control shall be
distributed immediately in the form of shares of Stock, and (ii)
all Dividend Equivalents not yet converted into Deferred Shares
and all fees earned and not yet converted into shares of Stock or
Deferred Shares under the terms of this Plan shall be distributed
immediately in cash.
A Change in Control shall have occurred if (i) the
"beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act) of securities representing more than 50% of the
combined voting power of the Company is acquired by any "person"
as defined in Sections 13(d) and 14(d) of the Exchange Act (other
than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the shareholders of
the Company in substantially the same proportions as their
ownership of stock of the Company), or (ii) the shareholders of
the Company approve a definitive agreement to merge or consolidate
the Company with or into another corporation or to sell or
otherwise dispose of all or substantially all of its assets, or
adopt a plan of liquidation, or (iii) during any period of two
consecutive years, individuals who at the beginning of such period
were members of the Board cease for any reason to constitute at
least a majority thereof (unless the election or the nomination
for election by the Company shareholders of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such
period).
The provisions of this Section 4.6 shall not apply to the
extent inconsistent with the requirements of Rule 16b-3, as the
same may be interpreted from time to time.
5. TERM OF PLAN
5.1 The Plan, which was adopted by the Board on February 16,
1995, is subject to approval by the shareholders of the Company on
April 28, 1995. In no event shall any delivery of shares of Stock
- 4 -
<PAGE>
be made to any director or other person under the Plan until such
time as shareholder approval of the Plan is obtained.
5.2 The Plan shall remain in effect until the earlier to
occur of a Change in Control or December 31, 2005, unless sooner
terminated by the Board; provided, however, that, except as
provided in Section 4.6(b) hereof, shares of Stock and Dividend
Equivalents may be delivered pursuant to a Deferral Election after
such date.
6. AMENDMENT; TERMINATION
6.1 The Board may at any time and from time to time alter,
amend, suspend, or terminate the Plan in whole or in part;
provided, however, that the provisions of Section 4.1 shall not be
amended more than once every six months, other than to comport
with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder.
6.2 Except as provided in Section 4.6 hereof, in the event
the Plan is terminated, Deferred Shares and Dividend Equivalents
shall be distributed at such time and in such manner as the Board
shall determine, no later than they would have been distributed
pursuant to the Deferral Election applicable thereto.
7. MISCELLANEOUS
7.1 The right of a director to Deferred Shares and/or
Dividend Equivalents shall be non-assignable and shall not be
subject in any manner to the debts or other obligations of the
director or any other person.
7.2 The Company shall not be required to reserve or
otherwise set aside funds with respect to Deferred Shares or
Dividend Equivalents.
7.3 Nothing in the Plan shall be construed as conferring any
right upon any director to continuance as a member of the Board.
7.4 This Plan and all rights hereunder shall be construed in
accordance with and governed by the laws of the State of Michigan.
- 5 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> $ 2,382
<SECURITIES> 0
<RECEIVABLES> 95,113
<ALLOWANCES> 0
<INVENTORY> 26,426
<CURRENT-ASSETS> 131,880
<PP&E> 169,760
<DEPRECIATION> 94,688
<TOTAL-ASSETS> 262,990
<CURRENT-LIABILITIES> 72,642
<BONDS> 83,355
<COMMON> 8,487
0
0
<OTHER-SE> 28,097
<TOTAL-LIABILITY-AND-EQUITY> 262,990
<SALES> 285,660
<TOTAL-REVENUES> 285,660
<CGS> 268,890
<TOTAL-COSTS> 268,890
<OTHER-EXPENSES> 12,022
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,750
<INCOME-PRETAX> 3,260
<INCOME-TAX> 335
<INCOME-CONTINUING> 2,925
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,925
<EPS-PRIMARY> .69
<EPS-DILUTED> 0
</TABLE>
