<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended July 31, 1996 Commission file number 0-12204
GRAPHIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1101633
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
2155 MONROE DRIVE, N.E., ATLANTA, GEORGIA 30324
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (404) 874-3327
NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last report
TITLE OF EACH CLASS SHARES OUTSTANDING AS OF JULY 31 1996
------------------- -------------------------------------
COMMON STOCK, $.10 PAR VALUE 7,208,454
CLASS B COMMON STOCK, $.10 PAR VALUE 4,519,117
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 TWELVE MONTHS (OR SUCH SHORTER PERIODS 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
----- -----
<PAGE>
GRAPHIC INDUSTRIES, INC.
------------------------
INDEX
-----
PART I - FINANCIAL INFORMATION PAGE NUMBER
- ------------------------------ -----------
Item 1. - Financial Statements (Unaudited)
Condensed Consolidated Statements of 1
Income - three months ended July 31,
1996 and July 31, 1995 - six months ended
July 31, 1996 and July 31, 1995
Condensed Consolidated Balance Sheets - 2,3
July 31, 1996 and January 31, 1996
Condensed Consolidated Statements of 4
Cash Flows - six months ended July
31, 1996 and July 31, 1995
Notes to Condensed Consolidated Financial 5,6
Statements - July 31, 1996
Item 2. - Management's Discussion and Analysis 7-10
of Financial Condition and Results of
Operations
PART II - OTHER INFORMATION
- ---------------------------
Item l. Legal Proceedings 11
2. Changes in Securities 11
3. Defaults upon Senior Securities 11
4. Submission of Matters to a Vote of 11
Security Holders
5. Other Information 11
6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31, JULY 31,
------------------------ ----------------------------
1996 1995 1996 1995
------------ ----------- ------------ -------------
<S> <C> <C> <C> <C>
Net sales $102,068,890 $97,007,946 $215,030,091 $202,806,937
Cost of sales 77,270,786 73,675,471 161,651,259 153,773,789
------------ ----------- ------------ ------------
24,798,104 23,332,475 53,378,832 49,033,148
Selling,
general and
administrative
expenses 18,977,889 17,425,061 39,610,841 36,005,977
Restructuring
charge - - 9,000,000 -
Interest and
other income-net 886,756 462,921 1,657,470 896,312
Interest expense 2,729,741 2,840,597 5,418,280 5,767,889
------------ ---------- ------------ ------------
Income before
income taxes 3,977,230 3,529,738 1,007,181 8,155,594
Income taxes 1,591,000 1,412,000 1,030,000 3,262,000
------------ ---------- ------------ ------------
Net income (loss) $ 2,386,230 $2,117,738 $ (22,819) $ 4,893,594
============ ========== ============ ============
Net income (loss)
per share:
Primary $ .21 $ .20 $ - $ .46
====== ====== ===== =====
Fully diluted $ .20 $ .20 $ - $ .45
====== ====== ===== =====
Dividends declared:
Common Stock $.0175 $.0175 $.035 $.035
====== ====== ===== =====
Class B Common
Stock $.0125 $.0125 $.025 $.025
====== ====== ===== =====
</TABLE>
See notes to condensed consolidated financial statements.
-1-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JULY 31, JANUARY 31,
1996 1996
------------- -------------
(Unaudited)
<TABLE>
<CAPTION>
A S S E T S
- -----------
<S> <C> <C>
Current Assets
Cash and marketable securities $ 28,678,290 $ 34,507,981
Trade accounts receivable 73,056,428 73,807,212
Inventories:
Materials 10,823,160 11,695,824
Work in process 22,112,268 18,593,850
------------ ------------
32,935,428 30,289,674
Prepaid expenses and other
current assets 4,488,223 3,871,083
------------ ------------
Total Current Assets 139,158,369 142,475,950
Other Assets 10,827,545 5,243,584
Property, Plant and Equipment
Land 8,514,866 8,414,866
Buildings and improvements 40,919,010 39,693,622
Machinery and equipment 155,243,602 157,372,381
------------ ------------
204,677,478 205,480,869
Less accumulated depreciation 86,249,128 83,041,109
------------ ------------
118,428,350 122,439,760
------------ ------------
Goodwill-net 16,457,668 16,343,418
------------ ------------
$284,871,932 $286,502,712
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-2-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 31, JANUARY 31,
1996 1996
----------- ----------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Notes payable $ 17,394,697 $16,917,239
Accounts payable 18,976,663 19,930,381
Other current liabilities 16,090,010 17,948,371
Current portion of long-term
obligations 3,190,328 3,609,760
----------- -----------
Total Current Liabilities 55,651,698 58,405,751
Long-Term Obligations, less
current portion 99,060,524 97,651,125
Deferred Income Taxes 15,206,829 16,043,672
7% Convertible Subordinated
Debentures 20,787,000 20,787,000
Shareholders' Equity
Preferred Stock, no par value;
authorized 500,000
shares; none issued -0- -0-
Common Stock, $.10 par value;
authorized 20,000,000 shares;
issued 7,208,454 at July 31,
1996 and 7,104,250 at January
31,1996, including treasury
shares of 61,376 at July 31,
1996 and 95,791 at January
31, 1996 720,845 710,425
Common Stock, Class B, $.l0 par
value; authorized 10,000,000
shares; issued 4,519,117 in
both periods 451,912 451,912
Additional paid-in capital 18,257,020 17,182,567
Retained earnings 75,342,658 76,229,748
----------- -----------
94,772,435 94,574,652
Less treasury stock at cost (606,554) (959,488)
94,165,881 93,615,164
----------- -----------
$284,871,932 $286,502,712
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
------------------------------------------------------------------
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 31,
----------------------------
1996 1995
------------- -------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income (loss) $ (22,819) $ 4,893,594
Restructuring charge, net of tax benefit 2,101,566 -
Depreciation and amortization 8,886,885 7,934,076
Net loss on sale of property, plant
and equipment and investments 936,476 158,958
Provision for deferred taxes 200,175 163,100
Changes in operating assets and liabilities (6,698,235) (17,586,785)
------------ ------------
Net cash provided by (used in) operating activities 5,404,048 (4,437,057)
INVESTING ACTIVITIES
Additions to property, plant and equipment (8,789,594) (9,439,101)
Proceeds from sale of property, plant and
equipment 3,991,134 2,299,474
Assets of acquired businesses, net of
cash acquired (1,445,121) -
Net (purchase) sale of marketable securities (5,849,177) 502,489
Other investing activities (5,809,340) (5,358)
------------ ------------
Net cash used in investing activities (17,902,098) (6,642,496)
FINANCING ACTIVITIES
Borrowings on long-term obligations 3,000,000 6,858,988
Payments on long-term obligations (2,015,197) (6,539,681)
Net borrowings on notes payable 477,458 6,086,895
Dividends (362,485) (330,152)
Other financing activities 405,480 154,521
------------ ------------
Net cash provided by financing activities 1,505,256 6,230,571
------------ ------------
Net decrease in cash and cash equivalents (10,992,794) (4,848,982)
Cash and cash equivalents at beginning of period 14,476,139 6,617,595
------------ ------------
Cash and cash equivalents at end of period $ 3,483,345 $ 1,768,613
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE>
GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 1996
NOTE A--BASIS OF PRESENTATION
The financial statements included herein have been prepared by the Company,
without audit, 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 rules and
regulations, although the Company believes that the disclosures are adequate to
make the information not misleading. These financial statements should be read
in conjunction with the financial statements and related notes contained in the
1996 Annual Report on Form 10-K. In the opinion of Management, the financial
statements contain all adjustments of a normal recurring nature necessary to
present fairly the financial position as of July 31, 1996 and the results of the
operations and cash flows for the three months and six months then ended. The
results of operations for the six months ended July 31, 1996 are not necessarily
indicative of the results to be expected for the year ending January 31, 1997.
NOTE B--MARKETABLE SECURITIES
The Company determines the appropriate classification of securities at the time
of purchase and reevaluates such securities at each balance sheet date. At July
31, 1996, all marketable securities were classified as "available for sale" and,
therefore, were carried at fair value, with the difference between cost and fair
value, net of tax, reported as a component of retained earnings. At July 31,
1996, this difference was an unrealized loss of $842,107 net of income taxes of
$573,290. This difference was due to the effect of changes in market interest
rates on the fair value of these securities.
NOTE C--NET INCOME (LOSS) PER COMMON SHARE
Primary earnings (loss) per share are computed based on the weighted average
number of common shares outstanding during the period. Fully diluted earnings
(loss) per share are based on the weighted average number of shares outstanding
and, when dilutive, assumed conversion of convertible securities during the
period, after appropriate adjustments for interest and applicable income tax
effect.
-5-
<PAGE>
NOTE D--RESTRUCTURING CHARGE
On May 14, 1996 the Company announced an agreement in principle for the sale of
its direct-mail subsidiary, Graphic Direct, Inc.-Illinois ("GDI") and the
closing of a commercial printing subsidiary, The Stein Printing Company, Inc.
("SPC"). On May 31, 1996, the sale of certain assets of GDI was concluded. In
connection with these actions, the Company recorded in its first quarter ended
April 30, 1996, a one-time pre-tax restructuring charge of $9,000,000. The
after-tax effect of the charge was $6,026,500 or equivalent to $0.52 per common
share. The charge primarily covers the costs of liquidating and disposing of
certain assets, the write-off of intangible assets, and a provision for certain
expenses, including severance pay and future lease obligations.
The composition of the Company's restructuring reserves as of July 31, 1996 is
as follows:
<TABLE>
<CAPTION>
Writedown Restructuring
Original of Assets Reserves as
Restructuring to Fair Cash of July 31,
Reserve Value Payments 1996
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Restructuring loss on
writedown of current
assets....................... $1,633,665 $(1,633,665) - $ -
Restructuring loss on
writedown of property
and equipment and
other assets................. 2,516,688 (2,516,688) - -
Restructuring expendi-
tures to close
facilities................... 4,161,018 - $(2,234,189) 1,926,829
Impairment loss on
intangible assets............ 688,629 (688,629) - -
---------- ----------- ----------- ----------
Total restructuring
reserves..................... $9,000,000 $(4,838,982) $(2,234,189) $1,926,829
========== =========== =========== ==========
</TABLE>
For the three months ended July 31, 1995, the combined results for GDI and SPC
were net sales of $7,924,074 and pre-tax loss of $(319,684). For the three
months ended July 31, 1996, the combined results were net sales of $2,001,493.
For the six months ended July 31, 1995, the combined results were net sales of
$16,793,281 and pre-tax loss of $(753,698). For the six months ended July 31,
1996 the combined results were net sales of $8,740,440. Operating results for
the three and six month periods ended July 31, 1996 are not comparable to the
prior periods because certain amounts were provided for in the restructuring
charge.
-6-
<PAGE>
ITEM 2
------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following table sets forth items from the Condensed Consolidated
Statements of Income as a percentage of net sales for the indicated periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31 JULY 31
------------------- ------------------
1996 1995 1996 1995
------------------- --------- --------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 75.7 75.9 75.2 75.8
Selling, general and
administrative expenses 18.6 18.0 18.4 17.8
Restructuring charge - - 4.2 -
Interest and other income-net 0.9 0.4 0.8 0.4
Interest expense 2.7 2.9 2.5 2.8
----- ----- ----- -----
Income before income taxes 3.9 3.6 0.5 4.0
Provision for income taxes 1.6 1.4 0.5 1.6
----- ----- ----- -----
Net income (loss) 2.3% 2.2% - % 2.4%
===== ===== ===== =====
</TABLE>
RESULTS OF OPERATIONS
General. As of September 29, 1995 the Company acquired Carpenter Reserve
- --------
Printing Company ("CRPC"), a commercial printing company in Cleveland, Ohio.
The acquisition was financed through the issuance of 246,154 shares of the
Company's Common Stock valued at $2,500,000. On April 18, 1996, the Company
issued an additional 37,770 shares of Common Stock valued at $383,591 as a final
adjustment to the purchase price of CRPC.
As of November 1, 1995 the Company acquired Quadras, Inc. ("Quadras"), a
creative design agency in Atlanta, Georgia. The acquisition was financed
through the issuance of 306,612 shares of the Company's Common Stock valued at
$3,000,000. On June 10, 1996, the Company issued an additional 6,680 shares of
Common Stock valued at $65,359 as a final adjustment to the purchase price of
Quadras.
As of December 1, 1995 Monroe Litho, Inc. ("Monroe"), Rochester, New York, a
subsidiary of the Company, acquired the Graphic Operations Department of Bausch
& Lomb, Incorporated for $2,839,000 in cash and subsequently merged the
operation into its facility.
-7-
<PAGE>
As of May 31, 1996 Mercury Printing Company, Inc. ("Mercury"), Memphis,
Tennessee, a subsidiary of the Company, acquired The Wimmer Companies, Inc., a
printer and publisher of cookbooks in Memphis, Tennessee. The acquisition was
financed through the issuance of 53,830 shares of the Company's Common Stock
valued at $583,376 and cash payments amounting to $1,042,281 to retire certain
debt obligations.
As of April 30, 1996 the Company recorded a one-time pre-tax restructuring
charge of $9,000,000. The after-tax effect of the charge was $6,026,500. The
charge is discussed in Note D of the Notes to Condensed Consolidated Financial
Statements. Excluding the one-time charge, net income for the six months ended
July 31, 1996 was $6,003,681 or $0.52 per share, an increase of 22.7% versus
last year.
NET SALES. Net sales, for the three months ended July 31, 1996, increased
- ----------
approximately $5.1 million or 5.2% as compared to the same period last year. Of
this increase, approximately 6.5% was attributable to the net sales of the
acquisitions discussed above in the General section. Excluding the sales of the
acquired businesses and of the subsidiaries affected by the restructuring, net
sales of the remaining operations increased by approximately 5.8%. Net sales,
for the six months ended July 31, 1996, increased approximately $12.2 million or
6.0% as compared to the same period last year. Of this increase, approximately
5.7% was attributable to the net sales of the acquisitions discussed above in
the General section. Excluding the sales of the acquired businesses and of the
subsidiaries affected by the restructuring, net sales of the remaining
operations increased by approximately 5.2% for the six months ended July 31,
1996. In the prior year, sales were affected by the pass through to revenues of
the significant increase in paper prices. In the current fiscal year, paper
prices have stabilized and it is therefore difficult to make complete year to
year comparisons.
COST OF SALES. Cost of sales, as a percentage of sales, decreased 0.2%, for the
- --------------
three months ended July 31, 1996 and 0.6% for the six months ended July 31,
1996, as compared to the same periods last year. The improvement in both
periods resulted from the stabilization of paper prices which has allowed our
companies to more fully recover these costs in their pricing.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
- ---------------------------------------------
administrative expenses increased 0.6%, as a percentage of sales for both the
three months and six months ended July 31, 1996, as compared to the same periods
last year. The increase is due primarily to higher sales costs resulting from
adding new sales personnel and to a higher level of business activity.
RESTRUCTURING CHARGE. See Note D of the Notes to Condensed Consolidated
- ---------------------
Financial Statements.
-8-
<PAGE>
INTEREST AND OTHER INCOME-NET. Interest and other income-net, as a percentage
------------------------------
of sales, increased 0.5% for the three months ended July 31, 1996 and 0.4% for
the six months ended July 31, 1996, as compared to the same periods last year.
The increases are due to an increase in investment income this year and an
increase in net income related to the sale of fixed assets other than those
relating to the restructuring, compared to a net loss on similar asset
transactions in the prior year.
INTEREST EXPENSE. Interest expense, as a percentage of sales, decreased 0.2%
- -----------------
for the three months ended April 30, 1996 and 0.3% for the six months ended July
31, 1996, as compared to the same periods last year. This decrease is the
result of lower borrowing costs due to the refinancing of substantially all
floating rate obligations in December 1995, partially offset by higher average
borrowings compared to the same periods last year.
INCOME TAXES. The effective income tax rate was 40.0% for the three months
- -------------
ended July 31, 1996 and July 31, 1995. The effective tax rate for the six
months ended July 31, 1996 was 102.3%. The high tax rate for the six months
ended July 31, 1996 was due to the restructuring charge booked at April 30, 1996
and discussed in Note D of the Notes to Condensed Consolidated Financial
Statements. A portion of the restructuring charge related to the write-off of
intangible assets for which there is no tax benefit. The effective income tax
rate without the restructuring charge was 40.0% for the six months ended July
31, 1996. The effective tax rate for the six months ended July 31, 1995 was
40.0%.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At July 31, 1996, the Company had approximately $83.5 million in working capital
as compared to approximately $51.4 million at July 31, 1995. Capital
expenditures for property, plant and equipment were approximately $8.8 million
during the six months ended July 31, 1996.
The Company's capital expenditures and increase in other assets have been
financed by funds from operations, from additional borrowings and from use of
cash and cash equivalents during the first six months. The increase in other
assets is primarily due to advance payments for several capital projects.
The Company believes that existing working capital, including a cash and
marketable securities balance of approximately $28.7 million at July 31, 1996,
funds provided from operations, undrawn bank lines and additional bank financing
will be adequate to satisfy the Company's presently anticipated needs for
working capital and capital expenditures, including possible future
acquisitions.
-9-
<PAGE>
IMPACT OF INFLATION
-------------------
The Company has experienced increases in the costs of materials, labor,
equipment and machinery as well as other operating expenses. Its ability to
pass on such increased costs through increased prices has been affected
differently in different time periods; however, the Company has generally been
able to mitigate cost increases by increasing its production efficiencies or by
passing on increased costs to customers.
-10-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM ONE - LEGAL PROCEEDINGS
- ----------------------------
At July 31, 1996, there were no material pending legal proceedings to which
the Company was a party or to which any of its property was the subject.
ITEM TWO - CHANGES IN SECURITIES
- --------------------------------
None
ITEM THREE - DEFAULTS UPON SENIOR SECURITIES
- --------------------------------------------
None
ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------
None
ITEM FIVE - OTHER INFORMATION
- -----------------------------
None
ITEM SIX - EXHIBITS AND REPORTS ON 8-K
- --------------------------------------
Exhibit 11 - Statement Regarding Computation of Earnings Per Share.
Reports on Form 8-K - A Form 8-K was filed May 28, 1996, with respect to
the restructuring plan discussed in Note D of the Notes to Condensed
Consolidated Financial Statements.
-11-
<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.
GRAPHIC INDUSTRIES, INC.
----------------------------------------
DATE: September 13, 1996
------------------
/s/ Mark C. Pope III
----------------------------------------
Mark C. Pope III
Chairman and Chief Executive Officer
DATE: September 13, 1996
------------------
/s/ David S. Fraser
----------------------------------------
Chief Financial Officer and Treasurer
-12-
<PAGE>
EXHIBIT 11
GRAPHIC INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31, JULY 31,
----------------------- --------------------------
1996 1995 1996 1995
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss) $2,386,230 $2,117,738 $ (22,819) $4,893,594
Add interest on 7% convertible
subordinated debentures(2) 218,264 218,264 436,528 436,528
---------- ---------- ---------- -----------
TOTAL $2,604,494 $2,336,002 $ 413,709 $5,330,122
========== ========== ========== ===========
Shares (1)
Primary
Weighted average shares
outstanding 11,626,471 10,685,451 11,586,385 10,681,076
Fully Diluted
Add common shares
applicable to assumed
conversion of 7%
convertible sub-
ordinated debentures 1,279,200 1,279,200 1,279,200 1,279,200
---------- ---------- ---------- ----------
Weighted average shares
outstanding, as adjusted 12,905,671 11,964,651 12,865,585 11,960,276
========== ========== ========== ==========
Primary earnings (loss) per
share $ .21 $ .20 $ - $ .46
========== ========== ========== ==========
Fully diluted earnings (loss)
per share $ .20 $ .20(3) $ - (3) $ .45
========== =========== ========= ==========
</TABLE>
(1) No significant dilutive common stock equivalents were outstanding in
any year.
(2) Net of income tax effect.
(3) Fully diluted earnings (loss) per share, as computed, were not dilutive
and, therefore, equal primary earnings (loss) per share.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 28,678
<SECURITIES> 0
<RECEIVABLES> 73,056
<ALLOWANCES> 0
<INVENTORY> 32,935
<CURRENT-ASSETS> 139,158
<PP&E> 204,677
<DEPRECIATION> 86,249
<TOTAL-ASSETS> 284,872
<CURRENT-LIABILITIES> 55,652
<BONDS> 20,787
0
0
<COMMON> 1,173
<OTHER-SE> 92,993
<TOTAL-LIABILITY-AND-EQUITY> 284,872
<SALES> 215,030
<TOTAL-REVENUES> 215,030
<CGS> 161,651
<TOTAL-COSTS> 161,651
<OTHER-EXPENSES> 46,953
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,418
<INCOME-PRETAX> 1,007
<INCOME-TAX> 1,030
<INCOME-CONTINUING> (23)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
