<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 and 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended JUNE 30, 1995
-------------
or
[ ] 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 1-10728
-------
UNITED STATES FILTER CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
------------------------------------------------------
DELAWARE 33-0266015
-------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
73-710 FRED WARING DRIVE, PALM DESERT, CA 92260
------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 340-0098
--------------
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 preceeding 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 common stock, $.01 par value, outstanding as of August
7, 1995, is 22,246,186 shares.
Total number of pages 15
----------
THERE IS ONE EXHIBIT FILED WITH THIS REPORT.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND MARCH 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION> June 30, 1995 March 31, 1995
------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,712,000 16,159,000
Short-term investments 5,397,000 2,418,000
Accounts receivable, net 109,373,000 89,352,000
Costs and estimated earnings in excess
of billings on uncompleted contacts 30,984,000 20,016,000
Inventories 41,817,000 34,707,000
Prepaid expenses 9,464,000 2,858,000
Deferred taxes 3,482,000 3,482,000
Other current assets 8,849,000 6,495,000
------------ -----------
Total current assets 215,078,000 175,487,000
------------ -----------
Property, plant and equipment, net 125,026,000 68,395,000
Investment in leasehold interest 20,930,000 20,390,000
Cost in excess of net assets of businesses acquired, net 133,384,000 99,162,000
Other assets 18,355,000 15,294,000
------------ -----------
$512,773,000 378,728,000
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 41,464,000 35,846,000
Accrued liabilities 46,842,000 33,727,000
Current portion of long-term debt 1,950,000 2,033,000
Notes payable 30,114,000 24,538,000
Billings in excess of costs and estimated
earnings on uncompleted contracts 13,947,000 15,940,000
Other current liabilities 10,231,000 5,733,000
----------- -----------
Total current liabilities 144,548,000 117,817,000
------------ -----------
Long-term debt 9,165,000 8,792,000
Convertible subordinated debentures 105,000,000 105,000,000
Deferred taxes 8,028,000 8,028,000
Other liabilities 4,414,000 1,947,000
------------ -----------
Total liabilities 271,155,000 241,584,000
------------ -----------
</TABLE>
(CONTINUED)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, 1995 March 31, 1995
-------------- ---------------
<S> <C> <C>
Shareholders' equity:
Series A voting cumulative convertible preferred
stock, $.10 par value, $25 liquidation preference,
880,000 shares authorized and issued 22,071,000 22,071,000
Series B voting convertible preferred stock,
$.10 par value, $27 liquidation preference,
250,000 shares authorized, 139,518 and 185,185 shares
issued and outstanding at June 30, 1995 and March 31,
1995, respectively 2,641,000 3,506,000
Common stock, $.01 par value; 75,000,000 shares
authorized; 22,221,739 and 15,220,003 shares issued
and outstanding at June 30, 1995 and March 31, 1995,
respectively 222,000 152,000
Additional paid-in capital 230,591,000 131,654,000
Currency translation adjustment 947,000 (2,026,000)
Accumulated deficit (14,854,000) (18,213,000)
------------ -----------
Total shareholders' equity 241,618,000 137,144,000
------------ -----------
$512,773,000 378,728,000
============ ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Revenues $91,539,000 55,063,000
Costs of sales 63,665,000 39,842,000
----------- ----------
Gross profit 27,874,000 15,221,000
Selling, general and
administrative expenses 21,626,000 13,243,000
----------- ----------
Operating income 6,248,000 1,978,000
Other income (expense):
Interest expense (2,435,000) (900,000)
Other income 726,000 526,000
----------- ----------
(1,709,000) (374,000)
----------- ----------
Income before income taxes 4,539,000 1,604,000
Income taxes 1,180,000 497,000
----------- ----------
Net income $3,359,000 1,107,000
========== ==========
Net income per common share $ 0.16 0.06
========== ==========
Weighted average number of common
shares outstanding 20,002,000 14,554,000
========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
UNITED STATES FILTER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,359,000 1,107,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,374,000 1,834,000
Provision for doubtful accounts 646,000 19,000
Gain on sale of property and equipment (177,000) -
Stock option compensation 28,000 24,000
Change in operating assets and liabilities:
Increase in accounts receivable (7,744,000) (573,000)
(Increase) decrease in costs and estimated earnings
on uncompleted contracts (10,968,000) 1,856,000
Increase in inventories (4,286,000) (2,319,000)
(Increase) in other assets (3,834,000) (1,312,000)
Decrease in accounts payable and
accrued expenses (3,930,000) (9,561,000)
Increase (decrease) in billings in excess of costs and
estimated earnings or uncompleted contracts (1,688,000) 1,017,000
Decrease in other liabilities 7,168,000 1,596,000
----------- ----------
Net cash used in operating activities (17,052,000) (6,312,000)
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchase of property, plant & equipment (3,741,000) (2,941,000)
Payment for purchase of acquisitions, net of cash acquired (91,739,000) (761,000)
Investment in leasehold interest - (4,752,000)
Proceeds from disposal of equipment 1,282,000 -
(Purchase) sale of short-term investments (2,979,000) 1,651,000
----------- ----------
Net cash used in investing activities (97,177,000) (6,803,000)
----------- ----------
</TABLE>
(Continued)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE>
UNITED STATES FILTER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
------------- ------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt (237,000) (69,000)
Proceeds from borrowings on notes
payable and long-term debt 5,905,000 1,800,000
Proceeds from issuance of common stock 98,114,000 294,000
----------- -----------
Net cash provided by financing
activities 103,782,000 2,025,000
----------- -----------
Net decrease in cash (10,447,000) (11,090,000)
Cash balance at March 31, 1995 and 1994 16,159,000 18,031,000
----------- -----------
Cash balance at June 30, 1995 and 1994 $ 5,712,000 6,941,000
=========== ===========
Supplemental disclosures of cash flow
information:
Cash paid during the period for interest $ 3,123,000 1,603,000
=========== ===========
Cash paid during the period for income taxes $ 306,000 32,000
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
<PAGE>
UNITED STATES FILTER CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995 AND MARCH 31, 1995
(UNAUDITED)
Note 1. Operations and Significant Accounting Policies
----------------------------------------------
The accompanying condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such regulations. The condensed
consolidated financial statements reflect all adjustments and disclosures
which are, in the opinion of management, necessary for a fair
presentation. All such adjustments are of a normal recurring nature. The
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto that are
contained in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995. The results of operations for the interim periods
are not necessarily indicative of the results of the full fiscal year.
Earnings per Common Share
-------------------------
Earnings per common share is computed based on the weighted average number
of shares outstanding. Common stock equivalents, consisting of convertible
preferred stock, options and warrants are included in the computation of
earnings per share when their effect is dilutive.
Primary and fully diluted earnings per common share for the three months
ended June 30, 1995 and 1994, were calculated as follows:
7
<PAGE>
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Net income $ 3,359,000 1,107,000
Dividends on preferred stock (179,000) (179,000)
----------- ----------
Adjusted net income applicable to
common shares $ 3,180,000 928,000
=========== ==========
Weighted average shares outstanding 19,542,000 14,368,000
Add:
Exercise of options and warrants reduced by
the number of shares purchased with
proceeds 460,000 186,000
----------- ----------
Adjusted weighted average shares
outstanding 20,002,000 14,554,000
=========== ==========
Earnings per common share:
Net income $ 0.17 0.08
Dividends on preferred stock (0.01) (0.02)
----------- ----------
Adjusted earnings per common share $ 0.16 0.06
=========== ==========
</TABLE>
Note 2. Inventories
-----------
Inventories at June 30 and March 31, 1995, consist of the
following:
<TABLE>
<CAPTION>
June 30, 1995 March 31, 1995
------------- --------------
<S> <C> <C>
Raw materials $15,274,000 14,243,000
Work-in-process 11,340,000 10,007,000
Finished goods 15,203,000 10,457,000
----------- ----------
$41,817,000 34,707,000
=========== ==========
</TABLE>
8
<PAGE>
Note 3. Acquisitions
------------
On April 3, 1995, the Company acquired all of the outstanding capital
stock of The Permutit Company Limited, a U.K. corporation and The Permutit
Company Pty Ltd., an Australian corporation (collectively the "Permutit
Group"), pursuant to a Share Purchase Agreement between the Company and
Thames Water PLC, a U.K. corporation. The all-cash purchase price totaled
approximately $10,000,000 and is subject to certain adjustments.
The Permutit Group provides a range of products, including pre-engineered
water treatment systems for the pharmaceutical, laboratory and chemical
markets and other commercial customers. The acquisition of The Permutit
Group has been accounted for as a purchase, and, accordingly, the results
of operations of The Permutit Group for the three months ended June 30,
1995 are included in the Company's consolidated statements of operations.
The excess of cost over fair value of net assets acquired was
approximately $9,400,000 and is being amortized on a straight-line basis
over 40 years.
On May 4, 1995, the Company completed the acquisition of all of the
outstanding capital stock of Arrowhead Industrial Water, Inc. ("AIW") from
B.F. Goodrich Company pursuant to a stock purchase agreement dated as of
February 27, 1995, as amended. The acquisition was effective as of April
30, 1995. The all-cash purchase price was $80,000,000 and is subject to
adjustment based upon the net asset value of AIW, as determined as of
April 30, 1995 by comparing AIW's audited net asset value as of April 30,
1995 with the audited net asset value as of December 31, 1994.
AIW, headquartered in Lincolnshire, Illinois, is a supplier of owned and
operated on-site industrial water treatment systems in the United States
and provides emergency and temporary mobile water treatment systems.
The acquisition of AIW has been accounted for as a purchase and,
accordingly, the results of operations of AIW for the two-month period
ended June 30, 1995 are included in the Company's consolidated statements
of operations. The excess of fair value of net assets acquired was
approximately $25,159,000 and is being amortized on a straight-line basis
over 40 years.
9
<PAGE>
Summarized below are the unaudited pro forma results of operations of the
Company as though The Permutit Group and AIW had been acquired at the
beginning of the three-month periods ended June 30, 1995 and 1994:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------
1995 1994
---------- ----------
<S> <C> <C>
Revenues $95,140,000 70,548,000
=========== ==========
Net income $ 3,419,000 1,108,000
=========== ==========
Net income per common
share 0.16 0.06
========== ==========
</TABLE>
Note 4. Common Stock
------------
On May 3, 1995, the Company completed an underwritten public offering of
6,900,000 shares of its common stock at a price of $15.00 per share. The
net proceeds to the Company, after underwriting discounts and commissions
and before other related expenses, were $98,118,000.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
---------------------
Revenues. Revenues for the three months ended June 30, 1995
were $91,539,000 an increase of $36,476,000 from $55,063,000 for
the comparable period of the prior fiscal year. This increase was
due primarily to acquisitions completed by the Company after the
first quarter ended June 30, 1994. Excluding the effect of these
acquisitions, Company revenues increased approximately $8,900,000
or 16% from the corresponding period in the prior year. Revenues
from capital equipment sales for the three months ended June 30,
1995 represented 48% of total revenues, while revenues from
services and operations represented 27%, and revenues from
replacement parts and consumables represented 25%.
Gross Profit. Gross profit increased 83.1% to $27,874,000 for
the three months ended June 30, 1995 from $15,221,000 for the
comparable period of the prior fiscal year. Total gross profit
as a percentage of revenue ("gross margin") increased to 30.5%
for the three months ended June 30, 1995, compared to 27.6% for
the comparable period of the prior fiscal year. The increase in
gross margin through June 30, 1995 was due primarily to the shift
in revenue mix to recurring and higher margin service-based
revenues and, to a lesser extent, to increased economies of scale
in manufacturing operations.
Selling, General and Administrative Expenses. Selling,
general and administrative expenses increased to $21,626,000 for
the three months ended June 30, 1995 from $13,243,000 for the
comparable period of the prior fiscal year. This increase was
primarily due to the addition of sales and administrative
personnel accompanying the Company's recent acquisitions. As a
percentage of revenues, selling, general and administrative
expenses decreased to 23.6% during the three months ended June
30, 1995, as compared to 24.1% for the comparable period of the
prior fiscal year. The decrease in the percentage of selling,
general and administrative expenses to revenues for the three
months ended June 30, 1995 was due primarily to the benefits
derived from economies of scale resulting from growth in
revenues, the continued implementation of cost controls and
elimination of certain redundancies.
11
<PAGE>
Interest Expense. Interest expense increased to $2,435,000
for the three months ended June 30, 1995 from $900,000 for the
comparable period of the prior fiscal year. Interest expense for
the three months ended June 30, 1995 consists primarily of
interest on the Company's 5.0% and 4.5% (6.5% through September
30, 1995) Convertible Subordinated Debentures issued October 20,
1993 and August 31, 1994, respectively, and increased borrowings
under the Company's bank line of credit to finance its revenue
expansion and recent acquisitions. At June 30, 1995, the Company
had cash and short-term investments of $11,009,000.
Income Taxes. Income tax expense increased to $1,180,000 for
the three months ended June 30, 1995 from $497,000 for the
comparable period of the prior fiscal year. This increase was
attributable to increased net income. The Company's effective tax
rate for the three months ended June 30, 1995 was 26%. As of
March 31, 1995, the Company had net operating loss carryforwards
in France of approximately $20,351,000 and other European
countries of approximately $6,400,000 for which no financial
statement benefit has been recognized. In addition, the Company
had net operating loss carryforwards generated from Liquipure of
approximately $13,500,000 for which no financial statement
benefit has been recognized. Future recognition of these
carryforwards will be reflected if the above operations generate
sufficient earnings before the expiration periods of the loss
carryforwards. In addition, the benefit of the French loss
carryforwards must be shared equally between the Company and
Alcoa until March 31, 1997, pursuant to an agreement between the
Company and Alcoa related to the Company's acquisition of SCT in
1992.
Net Income. Net income increased to $3,359,000 for the three
months ended June 30, 1995 from $1,107,000 for the comparable
period of the prior fiscal year. Net income per common share
increased to $0.16 per share (based upon 20,002,000 weighted
average common shares outstanding) for the three months ended
June 30, 1995 from $0.06 per common share (based upon 14,554,000
weighted average common shares outstanding) for the comparable
period of the prior fiscal year, after deducting $179,000 for
dividends on the Company's preferred shares for each of the
three-month periods ended June 30, 1995 and 1994, respectively.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of funds are cash and other
working capital, cash flow generated from operations and
borrowings under the Company's bank line of credit. In addition,
on May 3, 1995, the Company realized net proceeds before offering
expenses of $98,118,000 from the sale of 6,900,000 common shares.
At June 30, 1995 the Company had working capital of $70,530,000,
including cash and short-term investments of $11,009,000. The
Company's long-term debt at June 30, 1995 included $60,000,000 of
convertible subordinated debentures bearing interest at 5.0% per
annum due in year 2000, $45,000,000 of subordinated debt due in
year 2001 and bearing interest at 6.5% per annum through
September 30, 1995 and 4.5% thereafter, and notes payable
totaling $11,115,000 and bearing interest at rates ranging from
2.0% to 9.21%. As of June 30, 1995, the Company had an available
bank line of credit of $45,000,000, of which there were
outstanding borrowings of $30,114,000 and outstanding letters of
credit of $8,676,000.
Net cash used in operating activities totaled $17,052,000 for
the three months ended June 30, 1995, which resulted primarily
from an increase in accounts receivable of $7,744,000, an
increase in inventory of $4,286,000 and an increase in costs and
estimated earnings on uncompleted contracts of $10,968,000 during
the period. Additionally, the Company reduced its accounts
payable and accrued liabilities by $3,930,000 during this same
period.
As of March 31, 1995, the Company had net operating loss
carryforwards generated from SCT of approximately $20,351,000,
for which no financial statement benefit has been recognized.
Approximately $4,044,000 of the net operating loss carryforwards
will expire in the fiscal years 1995 to 2000, while the remainder
have an indefinite carryforward period. The Company also has net
operating loss carryforwards in other European countries of
approximately $6,400,000 for which no financial statement benefit
has been recognized. No benefit has been given to these net
operating loss carryforwards because of the limited carryforward
periods or the uncertain business conditions relating to the
operations giving rise to such carryforwards. Additionally, as of
March 31, 1995, the Company had net operating loss carryforwards
generated from Liquipure of approximately $13,500,000 for which
no financial statement benefit had been recognized. These net
operating carryforwards will expire in the years 2004 to 2008.
These net operating loss carryforwards can be used only against
future taxable income of Liquipure and, accordingly, no benefit
has been given to these net operating loss carryforwards due to
the uncertain business conditions relating to the operations of
Liquipure. Future recognition of these net operating loss
carryforwards will occur if the operations of SCT and Liquipure
generate sufficient earnings before the expiration of the
respective net operating loss carryforwards. In addition, in the
case of SCT, until March 31, 1997, the benefit, if any, of such
carryforwards is to be shared equally between the Company and
Alcoa.
The Company also has available at March 31, 1995, other net
operating loss carryforwards for Federal income tax purposes of
approximately $16,062,000 which expire in 2002 and 2010.
The Company believes its current cash position, cash flow from
operations, and available borrowings under the Company's line of
credit will be adequate to meet its anticipated cash needs for
working capital, revenue growth, scheduled debt repayment and
capital investment objectives for the next twelve months.
13
<PAGE>
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
N/A
Item 3. DEFAULTS UPON SENIOR SECURITIES
N/A
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
N/A
Item 5. OTHER INFORMATION
N/A
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
2.0 Share Purchase Agreement dated April 3, 1995 among Thames
Water Products & Services Limited, PWT Overseas Limited,
Ionpure Technologies Limited, Thames Water PLC and United
States Filter Corporation, including only Schedules 1, 2
and 3./(1)/
27.0 Financial Data Schedule
b) Reports on Form 8-K
The Company filed six Current Reports on Form 8-K during the
quarter ended June 30, 1995, two dated April 3, 1995, one under
Item 2 and the other under Item 5 of that Form, one dated May 3,
1995 under Item 5 of that Form, one dated May 4, 1995 under Item
5 of that Form, one dated June 12, 1995 under Item 5 of that Form
and one dated June 27, 1995 under Item 5 of that Form. Financial
statements were included in the Current Report dated April 3,
1995 under Item 5 and in the Current Report dated May 4, 1995.
__________________
/(1)/ Previously filed with the Company's 8-K report dated April 3,
1995 and incorporated herein by reference.
14
<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.
UNITED STATES FILTER CORPORATION
By: /s/ Kevin L. Spence
-------------------
Dated: August 14, 1995 Kevin L. Spence
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS OF UNITED STATES FILTER
CORPORATION AND SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 5,712,000
<SECURITIES> 5,397,000
<RECEIVABLES> 113,299,000
<ALLOWANCES> (3,926,000)
<INVENTORY> 41,817,000
<CURRENT-ASSETS> 215,078,000
<PP&E> 145,493,000
<DEPRECIATION> (20,467,000)
<TOTAL-ASSETS> 512,773,000
<CURRENT-LIABILITIES> 144,548,000
<BONDS> 116,115,000
<COMMON> 222,000
0
24,712,000
<OTHER-SE> 216,684,000
<TOTAL-LIABILITY-AND-EQUITY> 512,773,000
<SALES> 91,539,000
<TOTAL-REVENUES> 91,539,000
<CGS> 63,665,000
<TOTAL-COSTS> 63,665,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 646,000
<INTEREST-EXPENSE> 2,435,000
<INCOME-PRETAX> 4,539,000
<INCOME-TAX> 1,180,000
<INCOME-CONTINUING> 3,359,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,359,000
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
