<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR QUARTER ENDED APRIL 1, 2000
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 1-9751
CHAMPION ENTERPRISES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2743168
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 340-9090
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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
47,243,770 shares of the registrant's $1.00 par value Common Stock were
outstanding as of April 28, 2000.
Page 1 of 12
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
CHAMPION ENTERPRISES, INC.
Consolidated Income Statements
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
---------------------
April 1, April 3,
2000 1999
-------- --------
<S> <C> <C>
Net sales $519,549 $624,630
Cost of sales 435,578 513,603
-------- --------
Gross margin 83,971 111,027
Selling, general and administrative expenses 74,801 70,293
-------- --------
Operating income 9,170 40,734
Interest expense, net 6,969 5,979
-------- --------
Income before income taxes 2,201 34,755
Income taxes 900 13,600
-------- --------
Net income $ 1,301 $ 21,155
======== ========
Basic earnings per share $ 0.03 $ 0.44
======== ========
Weighted shares for basic EPS 47,247 48,437
======== ========
Diluted earnings per share $ 0.03 $ 0.43
======== ========
Weighted shares for diluted EPS 47,354 49,520
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 2 of 12
<PAGE> 3
CHAMPION ENTERPRISES, INC.
Consolidated Balance Sheets
(In thousands, except par value)
<TABLE>
<CAPTION>
April 1, January 1,
2000 2000
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 25,909 $ 12,847
Accounts receivable, trade 84,920 66,636
Inventories 295,483 301,885
Deferred taxes and other current assets 80,971 72,344
----------- -----------
Total current assets 487,283 453,712
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Cost 319,893 317,769
Less-accumulated depreciation 99,941 94,871
----------- -----------
219,952 222,898
----------- -----------
GOODWILL
Cost 511,473 511,588
Less-accumulated amortization 41,145 37,716
----------- -----------
470,328 473,872
----------- -----------
OTHER ASSETS 31,259 32,458
----------- -----------
Total assets $1,208,822 $1,182,940
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Floor plan payable $ 170,131 $ 170,553
Notes payable to bank 5,000 -
Accounts payable 88,954 42,160
Accrued dealer discounts 37,508 54,237
Accrued warranty obligations 55,123 55,476
Accrued compensation and payroll taxes 25,056 26,848
Other current liabilities 76,986 79,902
----------- -----------
Total current liabilities 458,758 429,176
----------- -----------
LONG-TERM LIABILITIES
Long-term debt 223,994 224,357
Deferred portion of purchase price 40,500 45,200
Other long-term liabilities 40,301 39,945
----------- -----------
304,795 309,502
----------- -----------
CONTINGENT LIABILITIES (Note 7)
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000
authorized, none issued - -
Common stock, $1 par value, 120,000
authorized, 47,242 and 47,304 shares issued
and outstanding, respectively 47,242 47,304
Capital in excess of par value 32,933 33,160
Retained earnings 366,283 364,982
Accumulated other comprehensive income (1,189) (1,184)
----------- -----------
Total shareholders' equity 445,269 444,262
----------- -----------
Total liabilities and shareholders' equity $1,208,822 $1,182,940
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 3 of 12
<PAGE> 4
CHAMPION ENTERPRISES, INC.
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
----------------------
April 1, April 3,
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,301 $ 21,155
--------- ---------
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 9,728 9,034
Increase/decrease, net of acquisitions
Accounts receivable (18,284) (47,068)
Inventories 4,710 (22,203)
Accounts payable 46,794 20,317
Accrued liabilities (10,094) (4,060)
Cash charged to independent retailer
bankruptcy reserve (6,301) -
Other, net (25) (2,628)
--------- ---------
Total adjustments 26,528 (46,608)
--------- ---------
Net cash provided by (used for) operating activities 27,829 (25,453)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (10,165) (47,242)
Additions to property and equipment (4,918) (13,737)
Investments in and advances to
unconsolidated subsidiaries (3,971) -
Other 497 -
--------- ---------
Net cash used for investing activities (18,557) (60,979)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable to bank, net 5,000 82,000
Increase (decrease) in floor plan payable, net (422) 6,222
Repayment of long-term debt (102) (1,227)
Common stock issued, net 40 2,687
Common stock repurchased (726) (2,939)
Tax benefit of stock options exercised - 500
--------- ---------
Net cash provided by financing activities 3,790 87,243
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 13,062 811
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,847 23,828
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 25,909 $ 24,639
========= =========
ADDITIONAL CASH FLOW INFORMATION:
Cash paid for interest $ 3,396 $ 5,230
Cash paid for income taxes $ 1,310 $ 1,900
CASH FLOWS FROM ACQUISITIONS:
Guaranteed purchase price $ 165 $ 63,846
Less: Unpaid portion of guaranteed purchase price - (3,246)
Less: Cash acquired - (18,325)
Plus: Payments of deferred and contingent
portions of purchase price 10,000 4,842
Plus: Acquisition costs - 125
--------- ---------
$ 10,165 $ 47,242
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 4 of 12
<PAGE> 5
CHAMPION ENTERPRISES, INC.
Notes to Consolidated Financial Statements
1. The Consolidated Financial Statements are unaudited, but in the opinion of
management include all adjustments necessary for a fair presentation of the
results of the interim period. Financial results of the interim period are
not necessarily indicative of results that may be expected for any other
interim period or for the fiscal year. The balance sheet as of January 1,
2000 was derived from audited financial statements. Accumulated other
comprehensive income consists of foreign currency translation adjustments.
2. For each of the dates indicated, inventories consisted of the following (in
thousands):
<TABLE>
<CAPTION>
April 1, January 1,
2000 2000
-------- ----------
<S> <C> <C>
Raw materials and work-in-process $ 57,784 $ 59,062
Manufactured homes 237,699 242,823
-------- ----------
$295,483 $301,885
======== ==========
</TABLE>
3. The difference between income taxes provided for financial reporting
purposes and expected charges at the U.S. federal statutory rate is due
primarily to state tax charges.
The components of the income tax provisions for the three months ended
April 1, 2000 and April 3, 1999 follow (in thousands):
<TABLE>
<CAPTION>
April 1, April 3,
2000 1999
--------- ----------
<S> <C> <C>
Statutory U.S. tax rate $ 800 $ 12,200
Increase in rate resulting from:
State taxes 100 1,100
Other - 300
--------- ----------
Total provision $ 900 $ 13,600
========= ==========
Effective tax rate 41% 39%
========= ==========
</TABLE>
4. Floor plan liabilities are borrowings from various financial institutions
secured principally by retail inventories of manufactured homes. Interest
on these liabilities generally ranges from the prime rate plus or minus
1.0%.
Notes payable to bank are borrowings under an unsecured line of credit that
currently provides availability totaling $200 million, including $75
million to cover letters of credit. At the registrant's option borrowings
are subject to interest either at the bank's prime rate or the bank's
Eurodollar rate plus 0.575% to 1.0%.
Page 5 of 12
<PAGE> 6
5. Long-term debt consists primarily of $200 million of unsecured Senior Notes
due May 15, 2009 with interest payable semi-annually at an annual rate of
7.625%.
6. Reconciliations of segment sales to consolidated sales and segment EBITA
(earnings before interest, taxes, goodwill amortization and general
corporate expenses) to consolidated operating income follow:
<TABLE>
<CAPTION>
Three Months Ended
----------------------
April 1, April 3,
(in thousands) 2000 1999
--------- ---------
<S> <C> <C>
Net sales
Manufacturing $417,042 $506,476
Retail 167,507 185,154
Less: intercompany (65,000) (67,000)
--------- ---------
Consolidated net sales $519,549 $624,630
========= =========
Operating income
Manufacturing EBITA $ 13,098 $ 41,332
Retail EBITA 5,255 13,177
General corporate expenses (5,754) (6,032)
Intercompany profit elimination - (4,400)
Goodwill amortization (3,429) (3,343)
--------- ---------
Consolidated operating income $ 9,170 $ 40,734
========= =========
</TABLE>
7. As is customary in the manufactured housing industry, Champion has entered
into repurchase agreements with lending institutions that provide wholesale
floor plan financing to its independent retailers. Pursuant to these
agreements Champion is obligated to repurchase its homes during a limited
period after wholesale shipment upon default by the retailer and
repossession by the financial institution. The maximum potential repurchase
obligation at April 1, 2000 was $640 million, before any resale value of
the homes. The loss potential on these obligations consists of remarketing
costs and unrecoverable discounts on the repurchased homes.
At April 1, 2000 the Company was contingently obligated for additional
purchase price of up to $139 million related to its 1999 and 1998
acquisitions. Management currently believes that payment of $75 million of
this contingent purchase price is reasonably possible.
The Company is contingently obligated for approximately $31 million under
letters of credit and $32 million under surety bonds as of April 1, 2000.
8. Substantially all of the registrant's subsidiaries are guarantors of
indebtedness under the $200 million Senior Notes. Separate financial
statements for each guarantor subsidiary are not included in this filing
because each guarantor subsidiary is fully, unconditionally, jointly and
severally liable for the Senior Notes. In addition, the aggregate total
assets and pretax income of, and the Company's net investment in, the
nonguarantor subsidiaries is not material to the consolidated totals of the
Company.
Page 6 of 12
<PAGE> 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
CHAMPION ENTERPRISES, INC.
THREE MONTHS ENDED APRIL 1, 2000 VERSUS THREE MONTHS ENDED APRIL 3, 1999
CONSOLIDATED
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
-------------------
April 1, April 3, %
2000 1999 Change
-------- -------- ------
<S> <C> <C> <C>
Net sales
Manufacturing $ 417.0 $ 506.5 (18%)
Retail 167.5 185.1 (10%)
Less: intercompany (65.0) (67.0)
-------- --------
Total net sales $ 519.5 $ 624.6 (17%)
======== ========
Gross margin $ 84.0 $ 111.0 (24%)
SG&A 74.8 70.3 6%
-------- --------
Operating income $ 9.2 $ 40.7 (77%)
======== ========
As a percent of sales
Gross margin 16.2% 17.8%
SG&A 14.4% 11.3%
Operating income 1.8% 6.5%
</TABLE>
OVERVIEW
In the first quarter ended April 1, 2000, Champion's net sales were $520
million, compared to $625 million a year ago. Consolidated revenues decreased
17% due to reduced wholesale demand as a result of the industry's excess number
of retailers, excess retail inventory, and tightened consumer credit standards.
These tightened standards have affected retail sales at independent retailers
and company-owned stores.
Gross margins as a percent of sales in 2000 were impacted by the effects of
lower volume on fixed costs, particularly in the manufacturing segment. Selling,
general and administrative expenses ("SG&A") rose in 2000 due to marketing
programs to stimulate retail and wholesale demand. Due primarily to the factors
noted above, net income for the quarter decreased to $1.3 million, compared to
$21.2 million in the prior year's first quarter. Income per diluted share
declined to $0.03 in 2000, compared to $0.43 in 1999.
MANUFACTURING OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
-------------------
April 1, April 3, %
2000 1999 Change
-------- -------- ------
<S> <C> <C> <C>
Net sales (in millions) $ 417.0 $ 506.5 (18%)
Segment EBITA (in millions) $ 13.1 $ 41.3 (68%)
Segment margin 3.1% 8.2%
Homes sold 15,351 18,830 (18%)
Floors sold 25,701 31,291 (18%)
Multi-section mix 66% 65%
Average home price $27,200 $26,900 1%
Manufacturing facilities at period end 59 65 (9%)
</TABLE>
Lower sales volume and increased consumer and Internet marketing expenses
affected manufacturing margins in the first three months of 2000. The
Page 7 of 12
<PAGE> 8
registrant's wholesale home shipments and floors sold were each down 18% from a
year ago. A floor is a section of a home. A single-section home is comprised of
one floor, while a multi-section home is comprised of two or more floors. Of the
registrant's total wholesale shipments for the quarter, 85% were to independent
retailers and 15% were to company-operated sales centers.
According to data reported by the National Conference of States on Building
Codes and Standards ("NCSBCS"), U.S. industry wholesale shipments for the first
three months of 2000 decreased 21.6% in homes and 19.8% in floors from the
comparable 1999 period. The registrant's first quarter U.S. wholesale shipments
of HUD code homes and floors sold decreased 18.5% and 18.0%, respectively, from
a year earlier. Based on industry data from NCSBCS, the registrant's U.S.
wholesale market share improved to 21.2% from 19.9% for the 12 months ended
December 1999.
Although dealer orders can be cancelled at anytime without penalty, and unfilled
orders are not necessarily an indication of future business, the registrant's
unfilled orders for wholesale housing at April 1, 2000 totaled approximately $36
million, compared to $65 million a year ago.
At April 1, 2000 the registrant was operating 59 homebuilding facilities,
compared to 65 a year earlier. During 1999 the registrant closed and
consolidated eight manufacturing facilities as a result of market conditions.
The registrant may consider other adjustments to manufacturing capacity in
response to changes in market conditions.
RETAIL OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
--------------------
April 1, April 3, %
2000 1999 Change
-------- -------- ------
<S> <C> <C> <C>
Net sales (in millions) $ 167.5 $ 185.1 (10%)
Segment EBITA (in millions) $ 5.3 $ 13.2 (60%)
Segment margin 3.1% 7.1%
New homes sold 3,315 3,833 (14%)
Pre-owned homes sold 906 996 (9%)
Total homes sold 4,221 4,829 (13%)
% Champion-produced new homes sold 68% 57%
New multi-section mix 58% 52%
Average new home price $47,300 $44,900 5%
Average number of new homes
in inventory per sales center 19 23 (17%)
Sales centers at period end 285 268 6%
</TABLE>
Retail sales decreased in 2000 due to the industry's excess number of retailers,
retail inventory levels, and tightened consumer credit standards. At April 1,
2000 Champion's retail sales centers totaled 285 locations in 28 states,
compared to 268 locations a year ago and 280 at December 1999. During the first
quarter of 2000, 12 locations were added through internal expansions and minor
acquisitions of other retail companies, and seven underperforming locations were
closed.
Segment EBITA, before inventory financing charges, was $5.3 million, or 3.1% of
related sales. Margins in the quarter were affected by lower sales volume per
store. Due to market conditions the registrant has been reducing its company
stores' inventories and related carrying costs. In the first quarter of 2000,
68% of new retail homes sold were produced by Champion facilities, up from 57% a
year ago.
Page 8 of 12
<PAGE> 9
OTHER MATTERS
During the first quarter of 1999, a non-cash accounting charge of approximately
$4.4 million was recorded to eliminate the manufacturing profits in inventories
of Champion-produced homes at company-operated sales centers. The decrease in
2000 was due to no acquisitions during the year and inventory reductions at
company-owned stores. Interest expense was higher in 2000 due to amounts
outstanding on the registrant's Senior Notes payable and floor plan borrowings.
Income tax expense in 2000 decreased due to lower pretax income. The effective
tax rate was 41% in 2000, compared to 39% in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash balances totaled $26 million at April 1, 2000. During the quarter, $28
million of cash was provided by operations and $5 million was borrowed on the
registrant's bank credit facility. Earnings before interest, taxes, depreciation
and amortization totaled $19 million for the quarter. Expenditures for the three
months included $5 million for capital improvements, $10 million for contingent
purchase price payments, and $4 million for investments in and advances to
unconsolidated subsidiaries. Cash of $726,000 was used to repurchase 90,000
shares of common stock during the quarter. These buybacks are pursuant to a
Board of Directors authorization for up to 3.0 million shares, of which 1.9
million shares have been repurchased.
Accounts receivable and accounts payable increased during the quarter due to
seasonality and year end levels generally being low due to the holidays and
vacations. Inventories declined $10 million due to the liquidation of homes
repurchased in 1999 upon the bankruptcy of the registrant's former largest
independent retailer, Ted Parker Home Sales, Inc. Dealer discounts decreased
during the first quarter due to payments made under annual programs.
The Company has a five-year $200 million unsecured bank line of credit, which
was completed in May 1998 and includes letters of credit. Outstanding at quarter
end were $5 million on the line and $31 million of letters of credit to support
insurance obligations and industrial revenue bond financing.
On May 3, 1999 the registrant completed an offering of $200 million of unsecured
Senior Notes due May 15, 2009 with interest payable semi-annually at an annual
rate of 7.625%. The net proceeds from the offering were used to reduce bank debt
that resulted from acquisitions. At quarter end total debt was 47% of total
capital.
The Company finances most of the new home inventory at its company-owned stores
through borrowings from floor plan lenders, of which Conseco Finance is the
primary lender. Floor plan borrowings at April 1, 2000 totaled $170 million.
During the past year some of the manufactured housing industry floor plan
lenders have exited the market. Currently in the industry there are four primary
national floor plan lenders, which finance a substantial portion of floor plan
borrowings of the registrant's owned and independent retailers.
The Company enters into repurchase agreements with lending institutions that
provide wholesale floor plan financing to independent retailers. At April 1,
2000 the maximum contingent repurchase obligation was approximately $640
million, before any resale value of the homes. In the first quarter of 2000,
Champion repurchased 66 homes and provided for losses of $700,000 resulting from
the consolidation, closing or bankruptcy of 20 independent retail locations. For
the 12 months ended December 1999, the registrant recorded losses of $2.9
million from the repurchase of 480 homes from 100 independent retail locations,
excluding the loss from the bankruptcy of its former largest independent
retailer. Management monitors its contingent repurchase obligation for potential
losses, which include remarketing expenses and unrecoverable
Page 9 of 12
<PAGE> 10
discounts. The Company is focusing on improving retailer inventory turnover,
rewarding retailers for retail selling of homes purchased, and promoting sound
business practices to reduce its loss potential.
Additional borrowings may be necessary during 2000 for working capital needs,
common stock repurchases, contingent purchase price payments, and capital
expenditures. Total expenditures of up to $30 million are planned in 2000 for
facility maintenance and retail expansions, including $5 million for community
development operations.
The Company believes that existing cash balances, cash flow from operations,
additional availability under its line of credit, and floor plan lending, as
currently available, are adequate to meet its anticipated financing needs,
operating requirements, capital expenditures, and common stock repurchases in
the foreseeable future. However, management may explore other opportunities to
raise capital to finance growth. Consistent with its plan to improve shareholder
value through investments in sound operating businesses and common stock
repurchases, the registrant does not plan to pay cash dividends in the near
term.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements," and its
effective date was amended in March 2000 by SAB No. 101A. SAB 101 draws on
existing accounting rules and provides specific guidance on how those accounting
rules should be applied to revenue recognition. The Registrant believes that its
accounting practices already comply with the provisions of SAB 101.
FORWARD LOOKING STATEMENTS
Certain statements contained in this report, including the registrant's plans
for retail expansion, anticipated capital expenditures, new market initiatives,
and the adequacy of cash to meet financing needs, could be construed as forward
looking statements within the meaning of the Securities Exchange Act of 1934. In
addition, Champion or persons acting on its behalf may from time to time publish
or communicate other items which could also be construed to be forward looking
statements. Statements of this sort are or will be based on the registrant's
estimates, assumptions and projections, and are subject to risks and
uncertainties, including those contained in the registrant's most recently filed
Annual Report on Form 10-K, that could cause actual results to differ materially
from those included in the forward looking statements.
If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, actual results may vary materially from those
expected, estimated or projected. The registrant does not undertake to update
its forward looking statements or risk factors to reflect future events or
circumstances.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The registrant's floor plan borrowings at April 1, 2000 were $170 million
and are subject to interest primarily based on the prime rate. A 100 basis point
increase in the prime rate would result in additional annual interest cost of
$1.7 million, assuming average floor plan borrowings of $170 million.
Page 10 of 12
<PAGE> 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report:
Exhibit No. Description
- ----------- -----------
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the registrant during the
quarter ended April 1, 2000.
Page 11 of 12
<PAGE> 12
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.
CHAMPION ENTERPRISES, INC.
By: JOSEPH H. STEGMAYER
--------------------------
Joseph H. Stegmayer
Executive Vice President, Chief
Strategic and Financial Officer
(Principal Financial Officer)
And: RICHARD HEVELHORST
-------------------------
Richard Hevelhorst
Vice President and Controller
(Principal Accounting Officer)
Dated: May 12, 2000
Page 12 of 12
<PAGE> 13
Exhibit Index
-------------
Exhibit No. Description
- ------------ -----------
11 Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
Statement Regarding Computation of Earnings Per Share
(in 000's, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
April 1, April 3,
2000 1999
<S> <C> <C>
Weighted average shares outstanding 47,247 48,437
Effect of dilutive securities 107 1,083
Shares for diluted EPS 47,354 49,520
Net income $ 1,301 $ 21,155
Per share amounts:
Basic $ 0.03 $ 0.44
Diluted $ 0.03 $ 0.43
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDING APRIL
1, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-END> APR-01-2000
<CASH> 25,909
<SECURITIES> 0
<RECEIVABLES> 85,421
<ALLOWANCES> 501
<INVENTORY> 295,483
<CURRENT-ASSETS> 487,283
<PP&E> 319,893
<DEPRECIATION> 99,941
<TOTAL-ASSETS> 1,208,822
<CURRENT-LIABILITIES> 458,758
<BONDS> 223,994
0
0
<COMMON> 47,242
<OTHER-SE> 398,027
<TOTAL-LIABILITY-AND-EQUITY> 1,208,822
<SALES> 519,549
<TOTAL-REVENUES> 519,549
<CGS> 435,578
<TOTAL-COSTS> 435,578
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,522
<INCOME-PRETAX> 2,201
<INCOME-TAX> 900
<INCOME-CONTINUING> 1,301
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,301
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
