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 August 3, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File Number 0-17871
EAGLE FOOD CENTERS, INC.
(Exact name of registrant as specified in the charter)
Delaware 36-3548019
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Rt. 67 & Knoxville Rd., Milan, Illinois 61264
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309) 787-7700
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 of the Registrant's Common Stock, par value one cent
($0.01) per share, outstanding at August 30, 1996 was 10,861,589.
Page 1 of 8 pages
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended Two Quarters Ended
August 3, July 29, August 3, July 29,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Sales. . . . . . . . . . . . . . . . . $ 257,645 $ 249,045 $ 505,784 $ 494,575
Cost of Goods Sold . . . . . . . . . . 192,780 186,945 378,093 371,050
Gross Margin. . . . . . . . . . . . 64,865 62,100 127,691 123,525
Operating Expenses:
Selling, General & Administrative . 55,384 56,946 108,487 112,885
Depreciation and Amortization . . . 5,161 6,125 10,360 12,365
Operating Income (Loss). . . . . 4,320 (971) 8,844 (1,725)
Interest Expense . . . . . . . . . . . 3,160 3,940 6,657 7,906
Earnings (Loss) Before Income Tax
(Benefit) and Extraordinary Charge. 1,160 (4,911) 2,187 (9,631)
Income Tax (Benefit) . . . . . . . . . 0 (245) 0 (482)
Earnings (Loss) Before Extraordinary
Charge. . . . . . . . . . . . . . . 1,160 (4,666) 2,187 (9,149)
Extraordinary Charge . . . . . . . . . 0 625 0 625
Net Earnings (Loss). . . . . . . . . . $ 1,160 $ (5,291) $ 2,187 $ (9,774)
Earnings (Loss) per Share:
Primary:
Before Extraordinary Charge . . . . $ 0.11 $ (0.42) $ 0.20 $ (0.82)
Extraordinary Charge. . . . . . . . 0.00 (0.06) 0.00 (0.06)
Net Earnings (Loss) . . . . . . . . $ 0.11 $ (0.48) $ 0.20 $ (0.88)
Fully Diluted Net Earnings (Loss). . . $ 0.10 $ (0.48) $ 0.19 $ (0.88)
Weighted Average Shares 11,410,000 11,147,000 11,416,000 11,099,000
</TABLE>
See notes to the consolidated financial statements.
<PAGE>
<PAGE>
EAGLE FOOD CENTERS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
August 3, February 3,
1996 1996
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . $ 6,609 $ 1,481
Restricted assets - marketable
securities, at fair value . . . . . . 9,412 8,855
Accounts receivable. . . . . . . . . . 10,846 13,129
Income taxes receivable. . . . . . . . 4,013 4,015
Inventories. . . . . . . . . . . . . . 78,668 80,892
Prepaid expenses and other . . . . . . 2,972 3,745
Total current assets. . . . . . . . 112,520 112,117
Property and equipment (net) . . . . . . 120,069 136,453
Other assets:
Deferred debt issuance costs . . . . . 2,106 2,444
Excess of cost over fair value
of net assets acquired. . . . . . . . 2,528 2,569
Property held for resale . . . . . . . 11,202 9,253
Other. . . . . . . . . . . . . . . . . 2,328 2,442
Total other assets. . . . . . . . . 18,164 16,708
Total assets. . . . . . . . . . . $ 250,753 $ 265,278
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable . . . . . . . . . . . $ 44,511 $ 42,025
Payroll and associate benefits . . . . 16,038 15,385
Accrued liabilities. . . . . . . . . . 18,546 18,434
Reserve for closed stores
and warehouse . . . . . . . . . . . . 3,835 17,754
Accrued taxes. . . . . . . . . . . . . 9,833 9,752
Bank revolving credit facility . . . . 0 1,992
Current portion of long-term debt. . . 5,030 5,205
Total current liabilities . . . . . 97,793 110,547
Long-term debt:
Senior Notes . . . . . . . . . . . . . 100,000 100,000
Capital lease obligations. . . . . . . 13,179 15,594
Total long-term debt. . . . . . . . 113,179 115,594
Other liabilities:
Reserve for closed stores
and warehouse . . . . . . . . . . . . 4,129 4,337
Other deferred liabilities . . . . . . 10,075 10,879
Total other liabilities . . . . . . 14,204 15,216
Shareholders' equity:
Preferred stock, $.01 par value,
100,000 shares authorized . . . . . . -- --
Common stock, $.01 par value,
18,000,000 shares authorized,
11,500,000 shares issued . . . . . . 115 115
Capital in excess of par value . . . . 53,336 53,336
Common stock in treasury, at cost,
638,411 shares and 554,906 shares . . (2,610) (2,471)
Other. . . . . . . . . . . . . . . . . (494) (124)
Retained earnings (deficit) . . . . . (24,770) (26,935)
Total shareholders' equity. . . . . 25,577 23,921
Total liabilities and
shareholders' equity . . . . . . $ 250,753 $ 265,278
</TABLE>
See notes to the consolidated financial statements.
<PAGE>
<PAGE>
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Two Quarters Ended
August 3, July 29,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . $ 2,187 $ (9,774)
Adjustments to reconcile net earnings (loss) to
net cash flows from operating activities:
Extraordinary charge before income tax effect . 0 658
Depreciation and amortization . . . . . . . . . 10,360 12,365
LIFO charge . . . . . . . . . . . . . . . . . . 600 500
Deferred charges and credits. . . . . . . . . . 1,340 1,665
Loss on disposal of assets. . . . . . . . . . . 506 506
Changes in assets and liabilities:
Receivables and other assets. . . . . . . . . . 2,844 4,124
Inventories . . . . . . . . . . . . . . . . . . 1,623 7,459
Accounts payable. . . . . . . . . . . . . . . . 2,486 (3,954)
Accrued and other liabilities . . . . . . . . . 42 758
Reserve for closed stores and warehouse . . . . (10,330) (4,690)
Net cash flows from operating activities. . . 11,658 9,617
Cash flows from investing activities:
Additions to property and equipment . . . . . . (2,416) (1,198)
Additions to property held for sale/leaseback . (1,949) (253)
Purchases of marketable securities. . . . . . . (927) (1,487)
Cash proceeds from dispositions of
property and equipment . . . . . . . . . . . 3,515 879
Net cash flows from investing activities. 1,777 (2,059)
Cash flows from financing activities:
Net revolving credit repayment. . . . . . . . . (1,992) (6,092)
Principal payments of capital
lease obligations. . . . . . . . . . . . . . . (2,590) (1,814)
Deferred financing costs. . . . . . . . . . . . 0 (684)
Purchase of treasury stock. . . . . . . . . . (171) 0
Net cash flows from financing
activities . . . . . . . . . . . . . . . (4,753) (8,590)
Increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . 5,128 (1,032)
Cash and cash equivalents at
beginning of period. . . . . . . . . . . . . . 1,481 4,096
Cash and cash equivalents at end of period. . . $ 6,609 $ 3,064
Supplemental disclosures of cash flow information:
Cash paid for interest . . . . . . . . . . . $ 6,322 $ 8,611
Cash paid (received) for income taxes. . . . $ 30 $ (5,690)
Noncash investing and financing activities
Unrealized gain (loss) on securities . . . . $ (370) $ 323
</TABLE>
See notes to the consolidated financial statements.
<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Accounting Policies
The accompanying unaudited financial statements have been prepared in
accordance with the summary of significant accounting policies set forth in the
notes to the consolidated financial statements contained in the Company's Form
10-K filed with the Securities and Exchange Commission on April 26, 1996.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments of a normal recurring nature necessary for a fair
statement of the results of operations and financial position for the interim
periods presented. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the fiscal year
ending February 1, 1997.
Weighted Average Shares
Primary and fully diluted net earnings (loss) per share is calculated by
dividing net earnings (loss) by the total of the weighted average shares,
assuming the dilutive offset of exercise of outstanding stock options computed
in accordance with the treasury stock method.
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Sales for the Company's second quarter ended August 3, 1996 were $257.6
million, an increase of $8.6 million or 3.5% from the second quarter of fiscal
1995. Same store sales for the quarter increased 4.7%. This is the fifth
consecutive quarter of increased same store sales. For the two quarters ended
August 3, 1996 sales were $505.8 million, an increase of $11.2 million or
2.3% from the first two quarters of fiscal 1995. Same store sales for the two
quarters increased 4.0%. The Company is operating two fewer stores as of the
end of the second quarter of 1996 compared to the end of the second quarter
of 1995.
Gross margin was 25.2% of sales for the quarter ended August 3, 1996
compared to 24.9% of sales in the comparable quarter of 1995. For the two
quarters ended August 3, 1996 gross margin was 25.3% of sales compared to
25.0% of sales for the same time period in 1995. Gross margin improvement
resulted from better buying practices, improved product mix and a return to
more historical pricing levels.
Selling, general and administrative expenses were 21.5% of sales for the
quarter ended August 3, 1996 compared to 22.9% of sales in the comparable
quarter of 1995. For the two quarters ended August 3, 1996, selling, general
and administrative expenses were 21.5% of sales versus 22.8% of sales for the
same period in 1995. The decrease primarily reflects lower administrative and
advertising expenses. The 1995 period included $1.2 million of non-recurring
charges related to a lease termination and severance payments.
Depreciation and amortization expenses decreased to $5.2 million or 2.0% of
sales for the quarter ended August 3, 1996 compared to $6.1 million or 2.5%
of sales in the same quarter in 1995. For the two quarters ended August 3,
1996, depreciation and amortization expenses decreased to $10.4 million or
2.1% of sales compared to $12.4 million or 2.5% of sales for the same period
in 1995. The lower depreciation expense resulted from assets becoming fully
depreciated and the write down of assets required by the adoption of SFAS No.
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" in 1995.
Net interest expense in the quarter ended August 3, 1996 decreased to $3.2
million or 1.2% of sales compared to $3.9 million or 1.6% of sales in the
comparable quarter of 1995. Net interest expense for the two quarters ended
August 3, 1996 was $6.7 million or 1.3% of sales compared to $7.9 million or
1.6% of sales in the comparable 1995 time period. The reduction in interest
expense was due to decreased short term borrowings under the Revolving
Credit Agreement. There were no borrowings outstanding against the
Revolving Credit Agreement as of August 3, 1996. The Company has been
able to decrease its borrowings under the Revolving Credit Agreement
primarily due to its improved results from operations and asset management.
The second quarter of fiscal 1996 ended August 3, 1996 resulted in net
earnings of $1.2 million or $0.10 per share on a fully diluted basis compared
to a net loss of $5.3 million or $0.48 per share in the same quarter of fiscal
1995, an improvement of $6.5 million. This is the second consecutive quarter
of operating profit. The 1995 period included an extraordinary charge of
$625,000 related to the refinancing of the Revolving Credit Agreement. The
two quarters ended August 3, 1996 resulted in net earnings of $2.2 million or
$0.19 per share on a fully diluted basis compared to a net loss of $9.8 million
or $0.88 per share for the same period of fiscal 1995, an improvement of $12.0
million. The earnings improvement is a result of increased sales, higher gross
margin, and lower expense levels as compared to the same period in the
previous year.
Liquidity and Capital Resources
Cash provided by operating activities totaled $11.7 million for the two quarters
ended August 3, 1996 compared to cash provided of $9.6 million in the
comparable two quarters of 1995. Reductions in inventory and accounts
receivable and other assets provided $1.6 million and $2.8 million,
respectively, and an increase in accounts payable provided $2.5 million in cash
for the 1996 period.
Capital expenditures for the two quarters ended August 3, 1996 totaled $2.4
million compared to $1.2 million in the first two quarters of 1995.
Expenditures for property held for resale for the two quarters ended August 3,
1996 totaled $1.9 million compared to $0.3 million in the first two quarters of
1995, The Company opened one new replacement store during the quarter and
currently has two new stores under construction and one major remodeling
project in progress. The Company completed a one-store sale/leaseback
transaction during the quarter with net proceeds of $3.5 million. The Company
estimates capital expenditures and expenditures for property held for resale to
be $16.0 million in fiscal 1996.
The termination of the Westville, Indiana warehouse lease was completed
during the first quarter. The Company incurred a net cash outflow of $9.1
million for the transaction. The transaction had no impact on earnings, as the
cost was previously reserved, and was financed through the Company's credit
facility.
Working capital at August 3, 1996 was $14.7 million and the current ratio was
1.15 to 1, compared to negative $13.7 million and .88 to 1 at July 29, 1995
and $1.6 million or 1.01 to 1 at February 3, 1996. There were no borrowings
outstanding against the Revolving Credit Agreement as of August 3, 1996.
Safe Harbor Statements Under the Private Securities Litigation Reform Act
of 1995
The statements under Management's Discussion and Analysis of Financial
Condition and Results of Operations and the other statements in this Form 10-Q
which are not historical facts are forward looking statements. These forward
looking statements involve risks and uncertainties that could render them
materially different, including, but not limited to, the effect of economic
conditions, the impact of competitive stores and pricing, availability and costs
of inventory, labor costs, the rate of technology change, the availability of
capital, supply constraints or difficulties, the effect of the Company's
accounting policies, the effect of regulatory and legal developments, and other
risks detailed in the Company's Securities and Exchange Commission filings.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders
At the Company's 1996 Annual Meeting of Shareholders on June 5, 1996, the
shareholders elected the following persons to its Board of Directors for a one
year term:
Martin J. Rabinowitz Peter B. Foreman
Robert J. Kelly Michael J. Knilans
Pasquale V. Petitti Alain M. Oberrotman
Herbert T. Dotterer Marc C. Particelli
Steven M. Friedman William J. Snyder
In the matter of the election of directors, voting was as follows:
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
Herbert T. Dotterer 10,447,694 43,104
Peter B. Foreman 10,447,250 43,548
Steven M. Friedman 10,450,212 40,586
Robert J. Kelly 10,450,062 40,736
Michael J. Knilans 10,452,971 37,827
Alain M. Oberrotman 10,450,250 40,548
Marc C. Particelli 10,450,250 40,548
Pasquale V. Petitti 10,452,271 38,527
Martin J. Rabinowitz 10,446,241 44,557
William J. Snyder 10,449,862 40,936
</TABLE>
In the matter of ratification of the appointment of Deloitte & Touche, LLP as
independent auditors, 10,425,335 votes were cast in favor of approval, 22,186
votes were cast against, and holders of 497,578 shares abstained or did not
vote.
All votes were in the majority, and thus the directors were declared elected and
the appointment of auditor proposal declared approved.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
EAGLE FOOD CENTERS, INC.
Dated: September 13, 1996 /s/ Robert J. Kelly
Robert J. Kelly
President and Chief Executive Officer
Dated: September 13, 1996 /s/ Herbert T. Dotterer
Herbert T. Dotterer
Sr. Vice President - Finance and
Chief Financial Officer
<PAGE>
<PAGE>
Exhibit
Number Description
3.1-- Certificate of Incorporation of the Company (filed as Exhibit 3.1
to the Registration Statement on Form S-1 No. 33-29404 and
incorporated herein by reference).
3.2-- By-laws of the Company (filed as Exhibit 3.2 to the Registration
Statement on Form S-1 No. 33-29404 and incorporated herein
by reference).
4.1-- Form of Note (filed as Exhibit 4.3 to the Registration Statement
on Form S-1 No. 33-59454 and incorporated herein by
reference).
4.2-- Form of Indenture, dated as of April 26, 1993, between the
Company and First Trust National Association, as trustee (filed
as Exhibit 4.4 to the Registration Statement on Form S-1 No. 33-
59454 and incorporated herein by reference).
10.1-- Transaction Agreement, dated as of October 9, 1987, between
EFC and Lucky Stores, Inc. (filed as Exhibit 10.8 to the
Registration Statement on Form S-1 No. 33-20450 and
incorporated herein by reference).
10.2-- Assignment and Assumption Agreement, dated November 10,
1987, among EFC, Lucky Stores, Inc. and Pasquale V. Petitti
regarding the Deferred Compensation Agreement (filed as
Exhibit 10.11 of the Registration Statement on Form S-1 No. 33-
20450 and incorporated herein by reference).
10.3-- Trademark License Agreement, dated November 10, 1987,
between Lucky Stores, Inc. and EFC (filed as Exhibit 10.19 to
the Registration Statement on Form S-1 No. 33-20450 and
incorporated herein by reference).
10.4-- Letter Agreement, dated June 10, 1988, between the Company's
predecessor and Lucky Stores, Inc. amending the Trademark
License Agreement (filed as Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the year ended January 28,
1989 (the "1988 10-K") and incorporated herein by reference).
10.5-- Management Information Services Agreement, dated
November 10, 1987, between Lucky Stores, Inc. and the
Company's predecessor (filed as Exhibit 10.20 to the Registration
Statement on Form S-1 No. 33-20450 and incorporated herein by
reference).
10.6-- Letter Agreement, dated June 10, 1988, between the Company's
predecessor and Lucky Stores, Inc. Stores, Inc. amending the
Management Information Services Agreement (filed as
Exhibit 10.22 to the Company's Annual Report on Form 10-K
for the year ended January 28, 1989 and incorporated herein by
reference).
10.7-- Non-Competition Agreement, dated November 10, 1987,
between the Company's predecessor and Lucky Stores, Inc. (filed
as Exhibit 10.21 to the Registration Statement on Form S-1 No.
33-20450 and incorporated herein by reference).
10.8-- Credit Agreement, dated as of April 26, 1993, among the
Company, as borrower, the lenders party thereto and Caisse
Nationale de Credit Agricole, Chicago Branch, and the First
National Bank of Chicago as co-agents; as amended by First
Amendment to Credit Agreement dated as of October 15, 1993,
a Second Amendment to Credit Agreement and Waiver dated as
of January 28, 1994, and a Third Amendment to Credit
Agreement dated April 29, 1994.
10.9-- Letter Agreement, dated April 28, 1988, among American Stores
Company, the Company's predecessor and Odyssey Partners
(filed as Exhibit 10.29 to the Registration Statement on Form S-1
No. 33-20450 and incorporated herein by reference).
10.10-- Eagle Food Centers, Inc. Stock Incentive Plan, adopted in
June 1990 (filed as Exhibit 19 to the Company's Annual Report
on Form 10-K for the year ended February 1, 1992 and
incorporated herein by reference).
10.11-- Agreement, dated as of February 8, 1993, by and between the
Company and Oakridge Properties, Ltd. (filed as Exhibit 10.17
to the Registration Statement on Form S-1 No. 33-59454 and
incorporated herein by reference).
10.12-- Form of Irrevocable Trust Agreement, to be dated as of April
26, 1993, among the Company, Eagle Capital Corporation II and
Shawmut Bank Connecticut, National Association, as trustee
(filed as Exhibit 10.18 to the Registration Statement on Form S-1
No. 33-59454 and incorporated herein by reference).
10.13-- Performance Equity Plan of the Company as amended March 12,
1992. (Filed as Exhibit 10.18 to the Company's Annual Report
on Form 10-K for the year ended January 30, 1993 and
incorporated herein by reference.)
10.14-- Fourth Amendment to the Credit Agreement and waiver dated
September 7, 1994. Fifth Amendment to the Credit Agreement
and waiver dated December 9, 1994. Sixth Amendment to the
Credit Agreement dated January 27, 1995.
10.15-- Seventh Amendment to the Credit Agreement and waiver dated
April 24, 1995.
10.16-- Loan and Security Agreement, dated as of May 22, 1995, among
the Company, as borrower, and the lender party thereto,
Congress Financial Corporation (Central).
10.17-- First Amendment to the Loan and Security Agreement dated
August 21, 1995.
10.18-- 1995 Stock Incentive Plan as approved on June 21, 1995.
10.19-- Employment agreement dated May 10, 1995 between the
Company and Robert J. Kelly, its President and C.E.O.
10.20-- Employment agreement dated July 10, 1995 between the
Company and David S. Norton, its Senior Vice President-
Retailing.
10.21-- Employment agreement dated November 14, 1995 between the
Company and John N.A. Turley, its Vice President-Grocery.
10.22-- Agreement between the Company, Lucky Stores, Inc., The
Midland Grocery Company and Roundy's Inc. to terminate the
Westville warehouse lease.
11--* Computation of net income (loss) per share.
12.1-- Computation of Ratio of Earnings to Fixed Charges (filed as
Exhibit 12.1 to the Registration Statement on Form S-1 No. 33-
59454 and incorporated herein by reference).
22-- Subsidiaries of the Registrant.
27-- Financial Data Schedule (for SEC use only).
*Filed herewith
<PAGE>
Exhibit 11
Computation of Net Income (loss) Per Share
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Two Quarters Ended
8/3/96 7/29/95 8/3/96 7/29/95
<S> <C> <C> <C> <C>
Weighted average of shares outstanding
during period. . . . . . . . . . . . 10,854 11,147 10,860 11,099
Weighted average common equivalent
sharesattributable to stock options
granted, computed using the treasury
stock method on a fully diluted basis. 556 0 556 0
Weighted average common and common
equivalent shares. . . . . . . . . . 11,410 11,147 11,416 11,099
Net income (loss) applicable to
common stock . . . . . . . . . . . . 1,160 (5,291) 2,187 (9,774)
Net income (loss) per common
and common equivalent share . . . . . $0.10 $(0.48) $0.19 $(0.88)
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> AUG-03-1996
<CASH> 6,609,000
<SECURITIES> 9,412,000
<RECEIVABLES> 15,829,000
<ALLOWANCES> 970,000
<INVENTORY> 78,668,000
<CURRENT-ASSETS> 112,520,000
<PP&E> 264,776,000
<DEPRECIATION> 144,707,000
<TOTAL-ASSETS> 250,753,000
<CURRENT-LIABILITIES> 97,793,000
<BONDS> 100,000,000
<COMMON> 115,000
0
0
<OTHER-SE> 25,462,000
<TOTAL-LIABILITY-AND-EQUITY> 250,753,000
<SALES> 507,784,000
<TOTAL-REVENUES> 505,784,000
<CGS> 378,093,000
<TOTAL-COSTS> 378,093,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 49,600
<INTEREST-EXPENSE> 6,657,000
<INCOME-PRETAX> 2,187,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,187,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,187,000
<EPS-PRIMARY> .20
<EPS-DILUTED> .19
</TABLE>
