<PAGE>
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 fiscal quarter ended June 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
Commission file number: 1-7537
------
EARLE M. JORGENSEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-0886610
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3050 East Birch Street, Brea, California 92821
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 579-8823
--------------
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 registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
--- ---
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None
----
Outstanding common stock, par value $.01 per share, at July 31, 1998 -
128 shares
- ----------
<PAGE>
EARLE M. JORGENSEN COMPANY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
---------------------------------
Consolidated Balance Sheets at June 30, 1998 (unaudited)
and March 31, 1998 2
Consolidated Statements of Operations for the
Three Months Ended June 30, 1998 and 1997 (unaudited) 3
Consolidated Statements of Cash Flows for the
Three Months Ended June 30, 1998 and 1997 (unaudited) 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations 6
-----------------------------------
PART II - OTHER INFORMATION 9
SIGNATURES 10
</TABLE>
Page 1
<PAGE>
PART I - FINANCIAL INFORMATION
EARLE M. JORGENSEN COMPANY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
June 30, 1998 March 31, 1998
------------- --------------
<S> <C> <C>
(unaudited)
ASSETS
Current assets:
Cash $ 16,089 $ 20,763
Accounts receivable, less allowance for doubtful
accounts of $541 and $406 at June 30, 1998
and March 31, 1998, respectively 96,643 105,303
Inventories 217,175 180,403
Other current assets 6,391 4,963
------------- --------------
Total current assets 336,298 311,432
------------- --------------
Property, plant and equipment, net of accumulated
depreciation of $55,351 and $53,385 at June 30,
1998 and March 31, 1998, respectively 104,824 106,643
Net cash surrender value of life insurance policies 19,036 16,470
Debt issue costs, net of accumulated amortization 7,259 7,316
Other assets 1,793 1,960
------------- --------------
Total assets $ 469,210 $ 443,821
============= ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 85,775 $ 92,061
Accrued employee compensation and related taxes 6,560 12,587
Accrued employee benefits 9,894 10,004
Other accrued liabilities 20,578 15,533
Deferred income taxes 22,473 21,963
Current portion of long-term debt 1,500 1,500
------------- --------------
Total current liabilities 146,780 153,648
------------- --------------
Long term debt 335,082 310,734
Deferred income taxes 12,709 12,709
Other long-term liabilities 3,799 3,649
Stockholder's equity:
Preferred stock, $.01 par value; 200 shares authorized and
unissued --- ---
Common stock, $.01 par value; 2,800 shares authorized;
128 shares issued and outstanding --- ---
Additional paid in capital 116,303 116,789
Accumulated other comprehensive loss--foreign currency
translation adjustments (345) (278)
Accumulated deficit (145,118) (153,430)
------------- --------------
Total stockholder's equity (29,160) (36,919)
------------- --------------
Total liabilities and stockholder's equity $ 469,210 $ 443,821
============= ==============
</TABLE>
See accompanying notes.
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
June 30, 1998 June 30, 1997
------------- -------------
(unaudited)
<S> <C> <C>
Revenues $ 250,576 $ 259,933
Cost of sales 178,438 187,928
------------- -------------
Gross profit 72,138 72,005
Expenses:
Warehouse and delivery 30,493 32,285
Selling 9,194 9,452
General and administrative 13,511 14,187
------------- -------------
Total expenses 53,198 55,924
------------- -------------
Income from operations 18,940 16,081
Interest expense, net 10,048 10,028
------------- -------------
Income before income taxes 8,892 6,053
Income tax expense 580 500
------------- -------------
Net income 8,312 5,553
Other comprehensive income (loss), net of income tax--foreign
currency translation adjustments (67) 76
------------- -------------
Comprehensive income $ 8,245 $ 5,629
============= =============
</TABLE>
See accompanying notes.
Page 3
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------
June 30, 1998 June 30, 1997
------------- -------------
(unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 8,312 $ 5,553
Adjustments to reconcile net income to net cash used for
operating activities:
Depreciation and amortization 2,234 2,431
Amortization of debt issue costs and discount on senior
notes 323 474
(Gain) loss on sale of property, plant and equipment 140 (680)
ESOP contribution 1,044 849
Provision for bad debts 266 286
Changes in assets and liabilities:
Accounts receivable 8,394 989
Inventories (36,772) (17,902)
Increase in cash surrender value of life insurance (2,595) (1,922)
Accounts payable and accrued liabilities and expenses (7,184) (2,881)
Accrued postretirement benefits 120 120
Current and deferred income taxes 510 500
Other (1,313) 413
------------- -------------
Net cash used in operating activities (26,521) (11,770)
INVESTING ACTIVITIES
Additions to property, plant and equipment (2,387) (1,080)
Proceeds from the sale of property, plant and equipment 1,883 2,273
Proceeds from redemption of life insurance policies 29 445
------------- -------------
Net cash provided by (used in) investing activities (475) 1,638
FINANCING ACTIVITIES
Net borrowings under revolving loan agreements 25,098 4,269
Payments on other debt (750) (238)
Cash dividend to parent (486) (527)
Payment of debt issue costs (1,504) ---
------------- -------------
Net cash provided by financing activities 22,358 3,504
Effect of exchange rate changes on cash (36) (9)
------------- -------------
NET DECREASE IN CASH (4,674) (6,637)
Cash at beginning of period 20,763 21,477
------------- -------------
CASH AT END OF PERIOD $ 16,089 $ 14,840
============= =============
</TABLE>
See accompanying notes.
Page 4
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
1. BASIS OF PRESENTATION
The Earle M. Jorgensen Company (the "Company") is a wholly owned subsidiary
of the Earle M. Jorgensen Holding Company, Inc. ("Holding").
The accompanying consolidated condensed financial statements include the
accounts of the Company and its wholly owned subsidiaries including Earle
M. Jorgensen Company (UK) Ltd. (which was sold in January 1998), Kilsby
Jorgensen S.A. de C.V. (which was sold in August 1997), Earle M. Jorgensen
(Canada) Inc. and Stainless Insurance Ltd., a captive insurance subsidiary.
All significant intercompany accounts and transactions have been
eliminated.
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements have been prepared in accordance with the
instructions to Form 10-Q and include all adjustments (consisting of
normally recurring accruals) and disclosures considered necessary for a
fair presentation of the consolidated financial position of the Earle M.
Jorgensen Company at June 30, 1998 and the consolidated results of
operations and cash flows for the three months ended June 30, 1998 and
1997. The consolidated results of operations for the three months ended
June 30, 1998 are not necessarily indicative of the results to be expected
for the full year. For further information, refer to the consolidated
financial statements and footnotes included in the Company's Annual Report
on Form 10-K for the year ended March 31, 1998.
Certain prior year amounts have been reclassified to conform with the
current year presentation.
2. COMPREHENSIVE INCOME
Effective April 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes rules for the reporting and
disclosure of comprehensive income and its components. For the three
months ended June 30, 1998 and 1997, comprehensive income included foreign
currency translation adjustments of ($67,000) and $76,000, respectively.
Prior to the adoption of SFAS No. 130, the Company's foreign currency
translation adjustments were reported separately in stockholder's equity.
The adoption of SFAS No. 130 had no impact on the Company's net income or
stockholder's equity.
Page 5
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: Three months ended June 30, 1998 compared to three
--------------------------------------------------
months ended June 30, 1997.
---------------------------
Revenue. Revenues for the first quarter of fiscal 1999 were $250.6 million,
compared to $259.9 million for the same period in fiscal 1998. Revenues from
domestic operations decreased $2.6 million (1.1%) to $242.4 million in the first
quarter of fiscal 1999 when compared to $245.0 million for the same period in
fiscal 1998. Such decrease was attributable to lower buyout and direct mill
revenues, which are generally associated with larger customers, partially offset
by an increase in stock sales. Revenues from domestic stock sales increased
approximately 2% as the result of a 3% increase in tonnage shipped (primarily
bar products) offset by a 1% decrease in average prices. In general, domestic
revenues during the first quarter of fiscal 1999 were impacted by the financial
crisis in Asia and from an overall slowdown in the U.S. economy. Revenues from
international operations decreased $6.7 million to $8.2 million in the first
quarter of fiscal 1999 when compared to the same period in fiscal 1998 due to
the sale of the Company's subsidiaries in the U.K. and Mexico during fiscal
1998.
Gross Profit. Gross profit for the first quarter of fiscal 1999 was $72.1
million, compared to $72.0 million for the same period in fiscal 1998.
Consolidated gross margin for the first quarter of fiscal 1999 increased to
28.8% compared to 27.7% for the same period in fiscal 1998. Gross profit for
the fiscal 1999 and 1998 periods included a LIFO charge of $0.1 million and $0.8
million, respectively. Gross profit from international operations was $1.8
million and gross margin was 22.0% during the first quarter of fiscal 1999,
compared to $3.3 million and 22.0%, respectively, for the same period in fiscal
1998. Exclusive of international operations and LIFO adjustments, gross margin
was 29.0% for the first quarter of fiscal 1999 compared to 28.4% for the same
period in fiscal 1998. The increase of 0.6% was attributable to lower unit
costs and changes in product mix, including increased levels of higher margin
value-added goods and services.
Expenses. Total operating expenses for the first quarter of fiscal 1998 were
$53.2 million (21.2% of revenues), compared to $55.9 million (21.5% of revenues)
for the same period in fiscal 1998. The lower operating expenses generally
reflect the impact of the Company's prior years' restructuring efforts,
including the sale of its foreign operations in the U.K. and Mexico, and the
results of the ongoing reengineering and cost reduction programs designed to
improve asset and employee productivity and operating profits.
Warehouse and delivery expenses for the first quarter of fiscal 1999 were $30.5
million (12.2% of revenues), compared to $32.3 million (12.4% of revenues) for
the same period in fiscal 1998. The fiscal 1999 period benefited from lower
freight costs resulting from repositioning depot inventory to selling branches,
lower employee benefit expenses, and lower facility costs resulting primarily
from the sale of the Company's U.K. and Mexican subsidiaries in fiscal 1998. As
of June 30, 1998, 1,232 employees were involved in warehouse and delivery
activities, compared to 1,285 as of March 31, 1998 and 1,331 as of June 30,
1997.
Selling expenses for the first quarter of fiscal 1999 were $9.2 million (3.7% of
revenues), compared to $9.5 million (3.6% of revenues) for the same period in
fiscal 1998. The decrease resulted from the sale of the Company's U.K. and
Mexican subsidiaries in fiscal 1998.
General and administrative expenses were $13.5 million (5.4% of revenues) during
the first quarter of 1999 compared to $14.2 million (5.5% of revenues) for the
same period in fiscal 1998. The fiscal 1999 period included lower leasehold,
occupancy, communication and compensation expenses resulting primarily from the
sale of the Company's U.K. and Mexican subsidiaries in fiscal 1998, offset by
losses (versus gains in fiscal 1998) from sale of fixed assets, and lower
purchase discounts.
Net Interest Expense. Net interest expense was $10.0 million for the first
quarter of fiscal 1999 and 1998. Such amounts include interest and amortization
of debt issue costs related to the Company's revolving credit facility (the
"Revolving Credit Facility"), its 9-1/2% senior notes (as applicable, the
Company's 10 3/4% Senior Notes which were redeemed on March 24, 1988 and its
"9-1/2% Senior Notes"), its variable rate term loan (the "Term Loan") (in the
fiscal 1999 period only) and interest on borrowings against the cash surrender
value of certain life insurance policies.
Page 6
<PAGE>
PART I - FINANCIAL INFORMATION (CONTINUED)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: Three months ended June 30, 1998 compared to three
--------------------------------------------------
months ended June 30, 1997. (continued)
---------------------------------------
Interest expense and amortization of debt issue costs related to the Company's
outstanding indebtedness (excluding borrowings against the cash surrender value
of certain life insurance policies) totaled $7.4 million for the first quarter
of fiscal 1999 compared to $7.5 million for the same period in fiscal 1998. The
average outstanding indebtedness during the first quarter of fiscal 1999 was
$324.3 million, compared to $297.9 million for the same period in fiscal 1998.
The weighted average interest rate on such indebtedness was 8.68% during the
first quarter of fiscal 1999 versus 9.68% during the same period in fiscal 1998.
During the three months ended June 30, 1998 and 1997, borrowings under the
Company's Revolving Credit Facility averaged $106.7 million and $124.4 million
and the average interest rate on such borrowings was 7.73% and 8.57%,
respectively.
Interest expense associated with borrowings against the cash surrender value of
certain life insurance policies maintained by the Company was $2.6 million for
the fiscal 1999 period compared to $2.5 million for the same period in fiscal
1998.
The interest rates on the Company's 9-1/2 Senior Notes and on the borrowings
under the life insurance policies are fixed at 9.50% and 11.76%, respectively.
The interest rates on the Company's Revolving Credit Facility and Term Loan are
floating (7.84% and 8.90%, respectively, as of June 30, 1998). In June 1998, the
Company entered into an interest rate swap agreement with Bankers Trust Company
that effectively fixed the interest rate on the Term Loans at approximately
9.05% through June 2003. Such agreement requires Bankers Trust Company to make
payments to the Company each quarter in an amount equal to the product of the
notional amount of $95 million and the difference between the London Interbank
Offered Rate for three month maturities ("Three Month LIBOR") and a reference
rate of 5.6875%, if the Three Month LIBOR is greater than such reference rate on
a per diem basis. If Three Month LIBOR is lower than a reference rate of 5.795%,
the Company is required to pay Bankers Trust Company an amount equal to the
product of the notional amount and the difference between such reference rate
and Three Month LIBOR on a per diem basis.
Income Taxes. Income tax expense for the first quarter of fiscal 1999 and 1998
included provisions for state franchise and foreign income taxes. Federal tax
provisions for the first quarter of fiscal 1999 and 1998 were offset by
recognition of tax benefits associated with the Company's loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements for debt service and related obligations through
the end of fiscal 1999 are expected to consist primarily of interest payments
under its Revolving Credit Facility, interest and principal payments on its Term
Loan, interest payments on the 9-1/2% Senior Notes, dividend payments to Holding
in connection with the required repurchase of its capital stock from departing
stockholders pursuant to Holding's Stockholders' Agreement and the employee
stock ownership plan, capital expenditures and principal and interest payments
on the Company's industrial revenue bonds. As of June 30, 1998, principal
payments required by the Company's currently outstanding industrial revenue bond
indebtedness amount to $0.5 million in fiscal 2000, $1.4 million in fiscal years
2001 through 2004 and $6.2 million in the aggregate thereafter through 2010.
The Company will not be required to make any principal payments in respect of
its 9-1/2% Senior Notes until 2005. The Company's Revolving Credit Facility will
mature in 2003 and its Term Loan will mature in 2004. The Term Loan requires
principal payments to be made in equal quarterly installments of $250,000. The
final installment due at maturity will repay in full all outstanding principal.
As of June 30, 1998, the Company was in compliance with all covenants under its
Revolving Credit Facility, its Term Loan and its 9-1/2% Senior Notes. Although
compliance with such covenants in the future is largely dependent on the future
performance of the Company and general economic conditions, for which there can
be no assurance, the Company expects that it will continue to be in compliance
with all of its debt covenants for the foreseeable future.
Page 7
<PAGE>
PART I - FINANCIAL INFORMATION (continued)
EARLE M. JORGENSEN COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
At June 30, 1998, the Company's primary sources of liquidity were available
borrowings of $75.8 million under its Revolving Credit Facility, available
borrowings of approximately $8.2 million against certain life insurance policies
and internally generated funds. Borrowings under the Company's Revolving Credit
Facility are secured by the Company's domestic inventory and accounts
receivable, and future availability under the facility is determined by
prevailing levels of such assets. The Company's Term Loan is secured by a first
priority lien on a substantial portion of the Company's current and future
acquired unencumbered property, plant and equipment. The life insurance policy
loans are secured by the cash surrender value of the policies and are non-
recourse to the Company. The interest rate on the loans is 0.5% greater than
the dividend income rate on the policies. For the first quarter of fiscal 1999,
dividend income earned under the policies totaled $2.5 million, compared to $2.3
million for the same period in fiscal 1998 and is reported as an offset to
general and adminstrative expenses in the accompanying statements of operations.
As of June 30, 1998, there was approximately $19.0 million of cash surrender
value in all life insurance policies maintained by the Company, net of
borrowings.
For fiscal 1999, the Company has planned approximately $15.3 million of capital
expenditures (including $4.3 million deemed carryover from the fiscal 1998
budget) to be financed from internally generated funds. Approximately $8.1
million is for routine replacement of machinery and equipment and facility
improvements and expansions, $5.3 million is for the purchase of a leased
facility, and $1.9 million is for further additions to the Company's management
information systems. During the first three months of fiscal 1999, the Company
spent $ 2.4 million for planned capital expenditures.
The Company's working capital at June 30, 1998 increased $31.7 million to $189.5
million when compared to $157.8 million at March 31, 1998. The increase
resulted from higher inventories ($36.8 million) and lower accounts payables and
accrued liabilities ($7.4 million) offset by lower accounts receivables ($8.7
million). The Company's average accounts receivables days outstanding were 36.6
days as of June 30, 1998 versus 36.1 days for fiscal 1998.
Net cash used in operating activities during the first quarter of fiscal 1999
was $26.5 million, compared to $11.8 million in the same period of fiscal 1998.
The change in net cash used reflects higher inventory levels and a reduction in
accounts payables and accrued liabilities and expenses offset by lower accounts
receivables and improved earnings.
Net cash used in investing activities was $0.5 million during the first quarter
of fiscal 1998, compared to net cash provided of $1.6 million in the same period
of fiscal 1998. Investing activities during the first quarter of fiscal 1999
cash flows were impacted by higher capital expenditures and lower proceeds
received from redemption of life insurance policies and from fixed asset
dispositions.
Net cash provided by financing activities during the first quarter of fiscal
1999 totaled $22.4 million, compared to $3.5 million in the same period of
fiscal 1998. The increase was attributable to higher borrowings under the
Company's Revolving Credit Facility, offset by payments of debt issue costs
associated with a series of refinancing transactions consummated in March 1998.
As of June 30, 1998, the Company believes its sources of liquidity and capital
resources are sufficient to meet all currently anticipated operating cash
requirements, including debt service payments on its Revolving Credit Facility,
its Term Loan and its 9-1/2% Senior Notes prior to their respective maturities.
However, the Company anticipates that it will be necessary to replace its
Revolving Credit Facility on or prior to its maturity in 2003 and to refinance
all or a portion of its Term Loan on or prior to its maturity in 2004 and its
9-1/2% Senior Notes on or prior to their maturity in March 2005, although there
can be no assurance on what terms, if any, the Company would be able to obtain
such refinancing or additional financing. The Company's ability to make interest
payments on its Revolving Credit Facility and 9-1/2% Senior Notes and principal
and interest payments on its Term Loan will be dependent on maintaining the
level of performance reflected in the last twelve months, which will be
dependent on a number of factors, many of which are beyond its control, and the
continued availability of revolving credit borrowings.
Page 8
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) On July 23, 1998, the Company's sole stockholder executed and
delivered a written consent of stockholder.
(b) The consent provided for the re-election of the Company's Board
of Directors in its entirety and for the appointment of Ernst &
Young LLP as the Company's auditors for the fiscal year ending
March 31, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
-------------------
The Registrant was not required to file a Form 8-K during the
quarter ended June 30, 1998.
Page 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 hereunto duly authorized.
EARLE M. JORGENSEN COMPANY
/s/ Maurice S. Nelson, Jr.
--------------------------
Date: August 14, 1998 Maurice S. Nelson, Jr.
President, Chief Executive Officer
/s/ Charles P. Gallopo
----------------------
Date: August 14, 1998 Charles P. Gallopo
Vice President, Chief Financial Officer and
Secretary (Principal Financial and
Accounting Officer)
Page 10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEET AND THE UNAUDITED CONSOLIDATED STATEMENT OF
OPERATIONS AS OF AND FOR THE PERIOD ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 16,089
<SECURITIES> 0
<RECEIVABLES> 97,184
<ALLOWANCES> 541
<INVENTORY> 217,175
<CURRENT-ASSETS> 336,298
<PP&E> 160,175
<DEPRECIATION> 55,351
<TOTAL-ASSETS> 469,210
<CURRENT-LIABILITIES> 146,780
<BONDS> 335,082
0
0
<COMMON> 0
<OTHER-SE> (29,160)
<TOTAL-LIABILITY-AND-EQUITY> 469,210
<SALES> 250,576
<TOTAL-REVENUES> 250,576
<CGS> 178,438
<TOTAL-COSTS> 178,438
<OTHER-EXPENSES> 30,493
<LOSS-PROVISION> 266
<INTEREST-EXPENSE> 10,048
<INCOME-PRETAX> 8,892
<INCOME-TAX> 580
<INCOME-CONTINUING> 8,312
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,312
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
