<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
-----------------------
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 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 1-8574
UNITED FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-1264568
(State of Incorporation) (I.R.S. Employer Identification No.)
TEN PICTSWEET DRIVE, BELLS, TN 38006
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (901) 422-7600
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
--- ---
On January 10, 1996, 5,108,550 shares of Class A Common Stock and
5,701,379 shares of Class B Common Stock of United Foods, Inc. were outstanding.
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<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I: Financial Information:
Item 1: Financial Statements:
Balance Sheets 2-3
Statements of Operations 4
Statements of Cash Flows 5-6
Notes to Financial Statements 7-8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-10
Part II: Other Information and Signatures 11
Exhibit 11- Computation of Earnings Per Common Share 12
Exhibit 27- Financial Data Schedule (for SEC use only)
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
UNITED FOODS, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 30, FEBRUARY 28,
1995 1995
----------- ------------
Unaudited
-----------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 993 $ 452
Accounts Receivable 19,296 15,328
Inventories (Note 3) 56,099 40,364
Prepaid Expenses and Miscellaneous 3,122 5,061
Refundable Taxes (Note 4) 224 0
Deferred Income Taxes (Note 4) 972 557
--------- ---------
Total Current Assets 80,706 61,762
--------- ---------
Property and Equipment:
Land and Land Improvements 8,960 8,083
Buildings and Leasehold Improvements 21,073 18,224
Machinery, Equipment and Improvements 91,141 75,163
--------- ---------
121,174 101,470
Less Accumulated Depreciation 58,344 52,241
--------- ---------
Net Property and Equipment 62,830 49,229
--------- ---------
Other Assets 2,021 3,166
--------- ---------
Total Assets $ 145,557 $ 114,157
========= =========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 4
UNITED FOODS, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NOVEMBER 30, FEBRUARY 28,
1995 1995
------------ ------------
Unaudited
------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 19,972 $ 8,301
Accruals 10,371 7,404
Income Taxes Payable (Note 4) 21 742
Current Maturities of Long-term Debt 4,561 4,302
--------- ---------
Total Current Liabilities 34,925 20,749
Long-term Debt, Less Current Maturities 50,935 30,076
Deferred Income Taxes (Note 4) 5,452 5,892
--------- ---------
Total Liabilities 91,312 56,717
--------- ---------
Stockholders' Equity:
Common Stock, Class A (Notes 5 and 7) 7,648 7,648
Common Stock, Class B, Convertible (Notes 5 and 7) 7,098 7,098
Additional Paid-in Capital 8,643 8,687
Retained Earnings 40,973 41,921
--------- ---------
64,362 65,354
Less Cost of Treasury Stock (Note 7) (10,117) (7,914)
--------- ---------
Total Stockholders' Equity 54,245 57,440
--------- ---------
Total Liabilities and Stockholders' Equity $ 145,557 $ 114,157
========= =========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 5
UNITED FOODS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED NOVEMBER 30, ENDED NOVEMBER 30,
---------------------- ------------------------
1995 1994 1995 1994
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Gross Sales and Services Less Discounts, Returns
and Allowances $ 52,847 $ 49,632 $ 137,551 $ 138,121
Costs of Sales and Services (Note 3) 44,364 39,192 112,496 107,576
-------- -------- --------- ---------
Gross Profit 8,483 10,440 25,055 30,545
Selling, Administrative and General Expenses 8,526 8,872 23,934 25,127
-------- -------- --------- ---------
Operating Income (Loss) (43) 1,568 1,121 5,418
-------- -------- --------- ---------
Interest Income (Expense) - Net (1,107) (724) (2,649) (1,992)
Miscellaneous Income (Expense) - Net 3 32 (10) (124)
-------- -------- --------- ---------
Total Other Income and (Expense) (1,104) (692) (2,659) (2,116)
-------- -------- --------- ---------
Income (Loss) Before Taxes on Income (Benefit) (1,147) 876 (1,538) 3,302
Taxes on Income ( Benefit) (Note 4) (435) 363 (590) 1,314
-------- -------- --------- ---------
Net Income (Loss) $ (712) $ 513 $ (948) $ 1,988
======== ======== ========= =========
Common Share and Common Share Equivalent
(Note 6) 11,472 12,174 11,689 12,575
======== ======== ========= =========
EARNINGS (LOSS) PER COMMON SHARE AND COMMON
SHARE EQUIVALENT: (NOTE 6) $ (.06) $ .04 $ (.08) $ .16
======== ======== ========= =========
Cash Dividends Per Common Share:
Class A $ -0- $ -0- $ -0- $ -0-
Class B $ -0- $ -0- $ -0- $ -0-
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 6
UNITED FOODS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED NOVEMBER 30,
--------------------------
1995 1994
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (948) $ 1,988
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization 5,357 5,159
Reduction in carrying value of property held for disposal 0 212
Provision for losses on accounts receivable 105 13
(Gain) Loss on disposal of property and equipment 1 (119)
Deferred income taxes (855) 939
Change in assets and liabilities:
Accounts and notes receivable (4,073) (2,532)
Inventories (15,735) (17,461)
Prepaid expenses and miscellaneous 1,939 1,324
Refundable income taxes (224) (196)
Other assets 566 (344)
Accounts payable and accruals 14,898 12,436
Income taxes payable (721) (27)
------- -------
Net cash provided by operations 310 1,392
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10,659) (8,979)
Proceeds from sale of other property and equipment 19 431
------- -------
Net cash used by investing activities (10,640) (8,548)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 16,445 9,139
Reductions of long-term debt (3,327) (3,271)
Purchase of Treasury Stock (2,283) (2,588)
Exercise of Stock Options 36 4
------- -------
Net cash provided by financing activities 10,871 3,284
------- -------
NET INCREASE (DECREASE) IN CASH FOR THE PERIOD 541 (3,872)
CASH AND CASH EQUIVALENTS, beginning of period 452 3,996
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 993 $ 124
======= =======
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 7
UNITED FOODS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(CONCLUDED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE
MONTHS ENDED NOVEMBER 30,
--------------------------
1995 1994
------- -------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the nine months for:
Interest $ 2,437 $ 1,853
Income taxes $ 1,396 $570
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures of $50, $310, $100 and $1,469 are included
in accounts payable at November 30, 1995, February 28, 1995,
November 30, 1994 and February 28, 1994, respectively.
Mortgage obligations totalling $8,000,000 were incurred when the
Company acquired the Santa Maria, California facility (See "Capital
Expenditures").
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 8
UNITED FOODS, INC.
NOTES TO FINANCIAL STATEMENTS
1. The interim financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K for the year ended February
28, 1995. Significant accounting policies and other disclosures
normally provided have been omitted since such items are disclosed
therein.
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly its financial position
as of November 30, 1995, its results of operations for the three and
nine months ended November 30, 1995 and 1994, and cash flows for the
nine months ended November 30, 1995 and 1994.
2. The results of operations for the three and nine months ended November
30, 1995 and 1994 are not necessarily indicative of the results to be
expected for the fiscal year.
3. Inventories are summarized as follows:
<TABLE>
<CAPTION>
NOVEMBER 30, 1995 FEBRUARY 28, 1995
----------------- -----------------
<S> <C> <C>
Finished products $ 49,772,000 $ 35,358,000
Raw materials 3,520,000 2,296,000
Growing crops 1,851,000 2,008,000
Merchandise and supplies 956,000 702,000
------------ ------------
$ 56,099,000 $ 40,364,000
============ ============
</TABLE>
Substantially all of the Company's inventories are valued at the lower
of cost (first-in, first-out) or market at each fiscal year end.
However, due to the seasonality of vegetable processing, the gross
profit method, at the estimated annual rate, is used to determine
frozen vegetable cost of goods sold in interim financial statements.
4. Taxes on income consist of the current and deferred taxes required to
be recognized for the periods. Approximately $2,700,000 in operating
loss carryforwards is available to reduce future taxable income
through 2008 and, in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes",
the related future income tax benefits have been recognized by the
Company.
5. Each Class B common share is convertible into one share of Class A
common stock at the holder's election. Holders of the Class A common
stock are entitled to a preference dividend of $.025 per share for any
quarter and each preceding quarter of the Company's fiscal year before
the holders of the Class B common stock are entitled to any regular
cash dividend. Class A shareholders have the right to elect a number
of directors that equal at least 25% of the members of the board of
directors. In addition, on matters requiring the classes to vote
together, the Class A holders are entitled to 1/10 vote per share and
holders of Class B common stock are entitled to one vote per share.
6. Earnings per share of common stock and common stock equivalents have
been computed based upon the weighted average number of shares
outstanding during the three and nine months ended November 30, 1995
and November 30, 1994, respectively. The assumed exercise of common
stock options does not materially dilute earnings per share for the
three and nine months ended November 30, 1994 and common stock
equivalents are not considered in the computation for the three and
nine months ended November 30, 1995 as the effect would be
anti-dilutive.
7. On November 1, 1995, the Company purchased 831,169 shares (or
approximately 14%) of its Class A Common Stock and 181,400 shares (or
approximately 3%) of its Class B Common Stock from The Baupost Group,
Inc. and The Baupost Fund, for a purchase price of $2.25 per share or
total of $2,278,280 in cash. The transaction was funded with
borrowings against the Company's revolving line of credit.
7
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and earnings
during the periods included in the accompanying balance sheets and statements
of income.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of cash are operations and external committed
credit facilities. At November 30, 1995, the Company's revolving credit
facilities provide a maximum availability of $31,000,000, which is scheduled to
be reduced to $29,000,000 at December 31, 1995, to $28,000,000 at January 30,
1996, and to $26,000,000 at February 29, 1996. The Company's sources of
liquidity are expected to adequately meet requirements for the fiscal year and
the foreseeable future; however, new financing alternatives are constantly
evaluated to determine their practicality and availability in order to provide
the Company with sufficient and timely funding at the least possible cost. The
Company's revolving credit facilities mature in fiscal 1999, however, one-year
extensions of the maturity dates of the revolving credit facilities are
considered by the lenders annually. If annual extensions are not granted, the
Company will then investigate revolving credit facilities with other lenders
and believes it can replace any current revolving credit facility within 24
months.
Operations provided cash of $310,000 during the nine months ended November 30,
1995, as compared with $1,392,000 provided during the same period of the prior
year. A substantial portion of this change is attributable to increases in
accounts receivable and timing of income tax payments, partially offset by a
less dramatic increase in inventories, primarily due to timing of deliveries
under the Supply Agreements. The increase in accounts receivable is largely due
to the increase in sales experienced by the Company during the quarter ended
November 30, 1995.
Investing activities used cash of $10,640,000 for the nine months ended
November 30, 1995, compared with cash used of $8,548,000 during the same period
of the prior year. Current year capital expenditures include $2,464,000 under
the program discussed below in "Capital Expenditures" designed to restore the
throughput of the Company's facilities to original capacity and to expand
production capacity.
Financing activities provided cash of $10,871,000 for the nine months ended
November 30, 1995, compared to cash provided of $3,284,000 for the same period
of the prior year. During November 1995, the Company also repurchased an
aggregate of 1,012,569 shares of its outstanding Class A and Class B common
stock for $2,278,000, funded with borrowings against the Company's revolving
credit facilities.
Working capital at November 30, 1995 was $45,781,000 compared to $41,013,000 at
February 28, 1995. The increase is primarily due to the increase in accounts
receivables and inventories, offset in part by related increases in accounts
payable and accruals.
The Company's ratio of debt to equity increased to 1.68 to 1 at November 30,
1995, from .99 to 1 at February 28, 1995.
CAPITAL EXPENDITURES
Capital expenditures for fiscal 1996, are expected to approximate $20,000,000,
which is approximately $13,000,000 more than depreciation expense expected to
be recorded in fiscal 1996 and includes the $8,000,000 purchase of the
Company's leased facility located in Santa Maria, California on September 29,
1995. The facility was acquired in exchange for $8,000,000 of mortgage notes
which bear interest at 9 1/4% and provide for monthly payments of principal and
interest of $82,335 through September 2010.
Capital expenditures will be for normal replacement of older equipment with
more efficient and energy saving equipment, to restore the throughput of the
Company's facilities to their approximate original capacity, and to expand
production capacity to permit the Company to meet its customer needs and
obligations under two multi-year reciprocal supply agreements with other food
processors. These expenditures are expected to be funded from operations and
the Company's revolving credit facilities.
8
<PAGE> 10
RESULTS OF OPERATIONS
OVERVIEW AND TRENDS
The Company's product line is made up of agricultural products which are
subject to the cyclical conditions and risks inherent in the agricultural
industry. The Company bears part of the growing risks and all of the
processing and marketing risks of these agricultural products. Weather
abnormalities and excess inventories sometimes cause substantial reductions in
the annual volume of product processed in facilities that are owned or leased
by the Company. When this happens, the unit cost of that year's production
will increase substantially, resulting in reduced profit margins for one or
more years. On the other hand, when bumper crops occur unit costs will
decrease but selling prices will, in general, be depressed.
The Company has always been faced with very strong competition in the
marketplace from large brand name competitors, private regional U. S. vegetable
processors, and privately-owned Mexican vegetable processors. These
competitive pressures, coupled with low overall industry growth, have led to
weak market pricing. We anticipate that this condition will continue.
In addition to general inflation and the growing, processing and marketing
risks described above, the Company is facing the significant costs associated
with increasing governmental regulation, the loss of land and water available
for agriculture in California and the increasing competition due to world-wide
facilitation of trade. As a result of these factors, the Company's earnings
history is cyclical and will continue to be so in the future.
The effect on the Company's operations and its ability to withstand the costs
of future healthcare, labeling, OSHA, EPA, taxation and other governmental
regulations is unknown.
SUPPLY AGREEMENTS
The Company has entered into two multi-year reciprocal supply agreements
("Supply Agreements") with other food processing companies. Through these
agreements the Company procures vegetables grown and processed in the United
States. Also, the Company sells frozen vegetables processed at the Company's
Tennessee and California facilities to the other food processors.
REVENUES
Net sales and service revenue increased $3,215,000 (6.5%) and decreased
$570,000 (.4%) for the three and nine months periods ended November 30, 1995,
respectively, as compared with the same periods of the prior year. Sales
volume increased 7.3% and decreased 1.1% for the three and nine month periods,
respectively. The decrease in revenues and volume for the nine months is
primarily attributable to extremely competitive market conditions. The adverse
effect of the competitive market conditions on the Company's sales and
operating results is expected to continue. However, the effect of these
conditions on year-to-date sales was mitigated by distribution gains for
certain of the Company's marketing programs which benefitted the current year's
third quarter as well as generally stronger third quarter sales volumes for
existing distribution as compared with the third quarter of the prior year.
Sales allowances increased $183,000 (2.0%) for the quarter and decreased
$323,000 (1.3%) for the nine months, as compared to the prior year sales.
However, sales allowances, as a percent of gross product sales, decreased for
both periods as compared to the prior year, due primarily to changes in the
sales mix of the Company's various marketing programs which promote at
differing rates.
COST OF SALES AND SERVICES AND GROSS PROFIT
Gross profit decreased $1,957,000 (18.7%) and $5,490,000 (18.0%) for the three
and nine month periods ended November 30, 1995, respectively, as compared with
the same periods of the prior year. The gross margin decreased from 21.03% to
16.05% and from 22.12% to 18.22% for the three and nine months, respectively.
Further, the gross profit method, at the estimated annual gross profit rate, is
used to determine cost of goods sold in interim financial statements (See Note
3 - Notes to Financial Statements). Cost of sales and services increased
$5,172,000 (13.2%) for the three months and $4,920,000 (4.6%) for the nine
months, as compared with same periods of the prior year, primarily as a result
of the 7.3% sales volume for the most recent quarter combined with increased
packaging, raw material and plant operating costs.
9
<PAGE> 11
Additionally, during the three and nine months, the Company incurred minor
repair and maintenance charges as part of an ongoing program to restore the
throughput of the Company's facilities to their approximate original capacity.
As discussed in "Financial Condition, Liquidity and Capital Resources", the
Company made approximately $2,464,000 of related capital asset additions under
this program during the nine month period ended November 30, 1995. Repair and
maintenance charges and capital asset additions to restore the throughput of
the Company's facilities are expected to be significant for the next 2-3 years.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
Selling, administrative and general expenses decreased $346,000, (3.9%) and
$1,193,000 (4.7%), respectively, for the three and nine month periods ended
November 30, 1995, as compared to the same periods of the prior year.
Administrative and general expenses accounted for $619,000 (13.0%) and
$1,541,000 (10.9%) of the decrease for the three and nine months respectively,
primarily as the result of decreased incentive compensation and related
benefits and decreased production incentive compensation related to the
Company's mushroom farms. Storage expenses decreased $44,000 (1.6%) and
increased $163,000 (2.4%) for the three and nine months respectively, primarily
due to higher average inventories in fiscal 1996. Other expenses increased
$317,000 (22.2%) and $185,000 (4.3%) for the three and nine months,
respectively, primarily as the result of increased brokerage, advertising and
other selling expenses.
INTEREST EXPENSE
Interest expense - net increased $383,000 (52.9%) for the three months and
$657,000 (33.0%) for the nine months as compared to the same periods of the
prior year due to higher average borrowings related to higher inventories,
acquisition of treasury stock, the Santa Maria, California facility mortgage,
and higher average interest rates.
MISCELLANEOUS INCOME (EXPENSE)
Miscellaneous Income in the amount of $3,000 and Miscellaneous Expense in the
amount of $10,000 for the three and nine months ended November 30, 1995 relate
to net gains/losses on the sales of plant, property and equipment and
miscellaneous expenses for the periods.
Miscellaneous Income in the amount of $32,000 and Miscellaneous Expense in the
amount of $124,000 for the three and nine months ended November 30, 1994,
respectively, reflect a $212,000 charge resulting from a reduction in the
carrying value of property held for disposal plus $30,000 in anticipated
expenses related thereto, offset by net gains on sales of property, plant and
equipment for nine months.
TAXES ON INCOME
Taxes on income for the three and nine months ended November 30, 1995 and 1994
consist of current and deferred taxes provided at the estimated effective
federal and state tax rates expected to be recognized for the respective
periods.
10
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit - Computation of Earnings Per Common Share.
11 - Computation of Earnings Per Common Share
27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K - There was one Form 8-K filed
for during the three months ended November 30, 1995,
reporting under Item 5, Other Events, dated
September 5, 1995.
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 FOODS, INC.
Date: January 15, 1996 By /s/ C.W. Gruenewald, II
--------------------------------------
C.W. Gruenewald, II
Senior Vice President,
Chief Financial Officer & Treasurer
11
<PAGE> 1
PART II - EXHIBIT 11
UNITED FOODS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED NOVEMBER 30, ENDED NOVEMBER 30,
---------------------------- ---------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
SHARES:
Weighted average number of common
shares outstanding 11,471,926 11,790,168 11,688,654 12,213,736
Effect of shares issuable under option
plan and warrants as determined by the
treasury stock method (A) 383,444 (A) 361,621
----------- ----------- ----------- -----------
Weighted average number of common
shares outstanding as adjusted 11,471,926 12,173,612 11,688,654 12,575,357
----------- ----------- ----------- -----------
PER COMMON SHARE COMPUTATIONS:
Net Income (Loss) $ (712,000) $ 513,000 $ (948,000) $ 1,988,000
=========== =========== =========== ===========
Net Income (Loss) $ (.06) $ .04 $ (.08) $ .16
=========== =========== =========== ===========
</TABLE>
(A) Not considered in computation as the effect would be anti-dilutive.
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> NOV-30-1995
<CASH> 993
<SECURITIES> 0
<RECEIVABLES> 19,643
<ALLOWANCES> 347
<INVENTORY> 56,099
<CURRENT-ASSETS> 80,706
<PP&E> 121,174
<DEPRECIATION> 58,344
<TOTAL-ASSETS> 145,557
<CURRENT-LIABILITIES> 34,925
<BONDS> 50,935
0
0
<COMMON> 14,746
<OTHER-SE> 39,499
<TOTAL-LIABILITY-AND-EQUITY> 145,557
<SALES> 137,551
<TOTAL-REVENUES> 137,551
<CGS> 112,496
<TOTAL-COSTS> 112,496
<OTHER-EXPENSES> 23,944
<LOSS-PROVISION> 105
<INTEREST-EXPENSE> 2,649
<INCOME-PRETAX> (1,538)
<INCOME-TAX> (590)
<INCOME-CONTINUING> (948)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (948)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
