<PAGE> 1
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 quarter period ended SEPTEMBER 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the transition period from to
------ ------
Commission file number 0-16482
-------
ROADMASTER INDUSTRIES, INC.
---------------------------
(Exact name of Registrant as specified in its charter)
Delaware 84-1065239
-------- ----------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
250 Spring Street NW, Atlanta, Georgia 30303
--------------------------------------------
(Address of principal executive offices, including zip code)
(404)586-9000
-------------
(Registrants telephone number, including area code)
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, net of treasury stock, as of the latest practicable date.
Class Outstanding at October 31, 1995
----- -------------------------------
Common Stock $.01 par value 49,801,929 shares
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,128 $ 6,378
Accounts and notes receivable, net 173,308 187,161
Inventories 185,622 150,856
Prepaid expenses and other assets 16,641 8,786
Prepaid and refundable income taxes 7,424 2,319
Deferred income taxes 2,880 2,669
-------- --------
Total current assets 391,003 358,169
Property, plant and equipment 109,300 96,411
Less: accumulated depreciation and amortization 32,691 25,204
-------- --------
Net property, plant and equipment 76,609 71,207
Deferred income taxes 1,353 1,355
Investments in equity securities, at market 1,461 1,431
Deferred financing and acquisition charges 24,795 22,467
Goodwill 79,873 56,916
Other assets 4,863 5,102
-------- --------
Total assets $579,957 $516,647
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving lines of credit $123,556 $ 61,230
Current portion of long-term debt 2,198 2,429
Accounts payable 83,089 79,501
Accrued expenses 41,830 38,618
-------- --------
Total current liabilities 250,673 181,778
Revolving lines of credit, long-term 82,000 82,000
Long-term debt 146,569 145,279
Other long-term liabilities 4,493 4,493
Stockholders' equity:
Common stock 540 536
Additional paid-in capital 103,575 102,121
Retained earnings 6,168 15,416
Deferred compensation (2,854) (3,479)
Net unrealized loss on equity securities (644) (643)
-------- --------
106,785 113,951
Treasury stock, at cost (10,563) (10,854)
-------- --------
Total stockholders' equity 96,222 103,097
-------- --------
Total liabilities and stockholders' equity $579,957 $516,647
======== ========
</TABLE>
See accompanying notes.
2
<PAGE> 3
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1,
-------------- ---------- ------------- ----------
1995 1994 1995 1994
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales $175,221 $103,102 $523,480 $303,956
Cost of sales 150,845 85,222 455,369 257,789
-------- -------- -------- --------
Gross profit 24,376 17,880 68,111 46,167
Selling, general and
administrative expenses 18,651 7,572 54,890 22,232
-------- -------- -------- --------
Operating income 5,725 10,308 13,221 23,935
-------- -------- -------- --------
Other expense, net:
Interest expense 8,972 5,154 26,075 14,856
Other, net 293 335 2,263 1,289
-------- -------- -------- --------
9,265 5,489 28,338 16,145
-------- -------- -------- --------
Earnings (loss) before income tax
expense (benefit) (3,540) 4,819 (15,117) 7,790
Income tax expense (benefit) (1,337) 1,834 (5,858) 2,960
-------- -------- -------- --------
Net earnings (loss) $ (2,203) $ 2,985 $ (9,259) $ 4,830
======== ======== ======== ========
Earnings (loss) per common share:
Primary $ (0.04) $ 0.10 $ (0.19) $ 0.16
======== ======== ======== ========
Fully diluted $ (0.04) $ 0.09 $ (0.19) $ 0.16
======== ======== ======== ========
Weighted average common shares
outstanding and common stock
equivalents:
Primary 49,107 31,158 48,946 30,681
======== ======== ======== ========
Fully diluted 49,107 44,094 48,946 30,681
======== ======== ======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, OCTOBER 1,
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ (9,259) $ 4,830
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 10,093 4,392
Amortization of deferred compensation 493 145
Gain on sale of marketable securities -- (1,034)
Other non-cash transactions 18 (367)
Change in assets and liabilities:
Accounts receivable 16,456 13,298
Inventories (27,957) (20,014)
Prepaid expenses and other assets (7,750) (151)
Cash in escrow -- (111)
Other assets (5,389) (5,517)
Accounts payable 3,588 (11,560)
Accrued expenses (3,175) 3,931
Income taxes (5,069) 1,467
Deferred income taxes (245) 6
-------- --------
Net cash used in operating activities (28,196) (10,685)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (11,805) (10,866)
Acquisitions (24,399) (8,042)
Purchase of marketable securities -- (5,077)
-------- --------
Net cash used in investing activities (36,204) (23,985)
-------- --------
Cash flows from financing activities:
Net change in revolving lines of credit 62,326 10,376
Proceeds from issuance of long term debt 2,552 --
Principal payments of long term debt (1,498) (2,947)
Payments related to the issuance of long term debt -- (7,000)
Debt refinancing cost incurred (477) (1,022)
Additions to borrowings -- --
Cumulative translation adjustments 127 (126)
Purchase of treasury stock -- (114)
Proceeds from exercise of stock warrants 120 1,017
-------- --------
Net cash provided by financing activities 63,150 184
-------- --------
Net decrease in cash and cash equivalents (1,250) (34,486)
Cash and cash equivalents, beginning of period 6,378 37,410
-------- --------
Cash and cash equivalents, end of period $ 5,128 $ 2,924
======== ========
</TABLE>
See accompanying notes.
4
<PAGE> 5
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission regarding interim financial reporting. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and should be
read in conjunction with the most recent annual audited financial statements of
the Company. In the opinion of management, these unaudited consolidated
financial statements include all adjustments necessary for a fair presentation
of its financial position as of September 30, 1995, and the results of
operations and its cash flows for the nine months then ended. Such adjustments
were of a normal recurring nature.
The Company's business is seasonal in nature and subject to general
economic conditions and other factors. Accordingly, the results of operations
for the three and nine months ended September 30, 1995 and October 1, 1994 are
not necessarily indicative of the results which may be expected for the full
year.
2. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Nine months ended
September 30, October 1,
1995 1994
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow information:
(in thousands)
Cash paid for:
Interest $16,694 $13,378
======= =======
Income taxes $ 737 $ 1,451
======= =======
Supplemental schedule of non-cash investing
and financing activities:
Common stock contributed to ESOP $ -- $ 776
Shares leveraged to purchase common stock for ESOP -- 478
Treasury stock retired -- 3,191
Purchase of marketable securities on margin -- 1,838
Sale of marketable securities in exchange for note receivable -- 5,887
Exchange of common stock for minority interest of ISF -- 1,308
Exchange of common stock for assets of MZH 1,500 --
Acquisitions of businesses:
Fair value of assets acquired $27,902 $11,687
Issuance of common stock 1,500 2,500
Cash paid 21,478 8,042
------- -------
Liabilities assumed $ 4,924 $ 1,145
======= =======
</TABLE>
5
<PAGE> 6
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
3. INVENTORIES
At September 30, 1995 and December 31, 1994, inventories consisted of:
(in thousands)
<TABLE>
<CAPTION>
September 30, 1995 December 31, 1994
------------------ -----------------
<S> <C> <C>
Raw materials $ 62,120 $ 57,902
Work in process 9,995 8,604
Finished goods 113,507 84,350
-------- --------
Total inventory $185,622 $150,856
======== ========
</TABLE>
4. FINANCIAL REPORTING PERIOD
For comparative purposes the quarter ending September 30, 1995 is
consistent with the same period ending October 1, 1994. The Company prepares
its financial statements on thirteen (13) week quarters comprised of two
four-week periods and one five-week period.
5. ACQUISITIONS
On February 28, 1994, the Company acquired the assets and business of
American Playworld Inc. ("American"), a manufacturer of trampolines distributed
mainly to mass merchants. American had revenues of approximately $17 million
in 1993. The purchase price included $7.0 million in cash, 606,061 shares of
the Company's common stock valued at $2.5 million, and the assumption of
certain trade payables.
In April 1995, the Company, finalized the acquisition of certain assets
and the business of MZH, Inc. ("MZH"), a manufacturer and marketer of sleeping
bags. MZH had revenues of approximately $28 million in 1994. The purchase
price included $21.5 million in cash, 400,000 shares of the Company's Common
Stock valued at $1.5 million, and the assumption of certain liabilities.
6. COMMITMENTS AND CONTINGENCIES
In connection with the acquisition of American, the Company granted a
price guarantee for the 606,061 shares issued. The seller is guaranteed a
price of $4.125 per share by the Company. In the event the seller sells the
shares at a price below $4.125, the Company may be required to pay to the
seller the difference between the price received and $4.125 per share. Any
such payment would result in an increase to goodwill.
In connection with the acquisition of MZH, the Company granted a price
guarantee for the 400,000 shares issued. The seller is guaranteed a price of
$3.75 per share by the Company. In the event the seller sells the shares at a
price below $3.75, the Company may be required to pay to the seller the
difference between the price received and $3.75 per share. Any such payment
would result in an increase to goodwill.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales ("sales") increased $72.1 million or 70% and $219.5
million or 72% in the third quarter and first nine months of 1995,
respectively, compared to the third quarter and first nine months of
1994. These increases were due primarily to the acquisition of
Diversified Products Corporation ("DP"), Hutch Sports USA, Inc.
("Hutch"), Nelson/Weather-Rite, Inc. ("Nelson/Weather-Rite"), and
Willow Hosiery Company, Inc. ("Willow"), (defined collectively as the
"Sports Subsidiaries"), from The Actava Group Inc. in December 1994.
The Sports Subsidiaries were responsible for sales of approximately $61
million in the third quarter of 1995 and $190 million in the nine
months ended September 30, 1995. The operations of MZH, Inc. ("MZH"),
which were acquired by the Company in April of 1995, contributed $8.9
million to third quarter sales and $20.2 million to sales for the nine
months ended September 30, 1995. In addition, toy sales were up 20%
from the first nine months of 1994 to the first nine months of 1995.
Approximately 73% of the 20% increase in toy sales was due to the
acquisition of the assets of American Playworld, Inc. in March 1994 and
approximately 19% of the 20% increase in toy sales was due to an
increase in swingset sales.
Gross profit increased $6.5 million or 36% and $21.9 million or
48% in the third quarter and first nine months of 1995, respectively,
compared to the third quarter and first nine months of 1994, primarily
resulting from higher sales volume. Gross profit, expressed as a
percent of sales, was 13.9% in the third quarter of 1995 and 13.0% in
the first nine months of 1995 versus 17.3% and 15.2%, respectively, for
the same periods in 1994. These decreases in gross profit percentages
are the result of increased material costs related to cardboard,
plastics and steel, price commitments under various program buying by
various retailers, and a limited ability to pass along these increased
costs due to domestic and foreign competition in the bicycle and
fitness markets. The Company has implemented a series of price
increases that began positively impacting gross profit in the third
quarter. A second round of price increases on the Company's bicycle
line was effective in July 1995 and the Company implemented price
increases on the lowest margin fitness product lines in August 1995.
Gross profit, expressed as a percent of sales, increased from 11.5% in
the second quarter of 1995 to 13.9% in the third quarter of 1995.
Selling, general and administrative expenses, expressed as a
percent of sales, were 10.6% in the third quarter of 1995 and 10.5% in
the first nine months of 1995 versus 7.3% and 7.3%, respectively, for
the same periods in 1994. This increase was due to higher selling,
general and administrative expenses associated with sales by the Sports
Subsidiaries. Prior to their acquisition by the Company, selling,
general and administrative expenses of the Sports Subsidiaries as a
percentage of their sales had been approximately 13%. Total selling,
general and administrative expenses increased $11.1 million and $32.7
million in the third quarter and first nine months of 1995,
respectively, compared to the third quarter and first nine months of
1994, primarily as a result of volume related expenses such as
commissions and product warranty expense.
Interest expense for the three and nine months ended September
30, 1995 was $9.0 million and $26.1 million, respectively, increases of
$3.8 million and $11.2 million from the same periods in 1994. The
increase is due to an increase in the prime rate of interest, which was
approximately 7.25% for the first nine months of 1994 and approximately
9% for the first nine months of 1995, on which the Company's revolving
line of credit is based, higher working capital necessary to support
the 72% increase in sales, and the approximately $60 million of debt
assumed in connection with the acquisition of the Sports Subsidiaries.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS(CONTINUED)
The Company has recorded a tax benefit of $5,858,000 in the
first nine months of 1995, representing an effective tax rate of
approximately 39%. This represents the Company's best estimate of the
1995 effective rate. The effective rate recognized in the first nine
months of 1994 was 38%.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's working capital has been obtained
primarily from internally generated funds and revolving lines of credit
from banks. On a consolidated basis, during the first nine months of
1995, the Company's operations utilized cash flow of approximately
$28.2 million, primarily due to the build-up of inventories. The
seasonal nature of the Company's sales imposes fluctuating demands on
its cash flow due to the temporary buildup of inventories in
anticipation of, and receivables subsequent to, the peak seasonal
period, which historically has occurred around November of each year.
Cash of $11.8 million was used in capital expenditures during the first
nine months of 1995.
The Company entered into a Loan and Security Agreement (the
"Revolver") in December 1994, which included the operating subsidiaries
as borrowers. The Revolver was amended in September 1995, providing
for borrowings of up to $300 million, subject to restrictions on
borrowings pursuant to certain covenants in the indenture, as amended,
for the Company's 11.75% Senior Subordinated Notes due 2002 (the
"Notes"). Interest is calculated at the prime rate, as defined, plus
0.75% and includes a LIBOR option which equals LIBOR plus 2.75%. The
amended Revolver is for a three year term maturing in September 1998
and provides for borrowings based on certain inventories, accounts
receivable and capital expenditures as well as funding for the
Company's structured accounts receivable subsidiary.
The Company has two long-term debt issues, the $51,745,000
Convertible Subordinated Debentures due 2003 (the "Debentures") and the
Notes. The Debentures are redeemable at the option of the Company
beginning September 15, 1996 at a price of 105.875% of the principal
face amount. The redemption price declines to par on or after December
15, 2000. The Notes may be converted by the holders thereof, at any
time prior to redemption, to Common Stock at a conversion price of
$4.00. Before the Company's Debentures can be called for redemption,
the Company's Common Stock also must meet or exceed a minimum closing
price of $5.0625 per share for the thirty day period prior to such
notice of redemption.
The Notes and Debentures are obligations of the Company and the
ability of the Company to meet its debt service obligations is
dependent on the ability of its subsidiaries to generate funds from
operations sufficient to meet their respective debt service and other
obligations and, second, to pay or distribute amounts to the Company
sufficient to enable it to meet its debt service and other
obligations. The Revolver restricts, with limited exceptions,
distributions, dividends and payments to the Company, but, in each
case, permit dividends and interest on intercompany loans to be paid
to the Company for the purpose of making interest payments on the
Notes and Debentures so long as the relevant subsidiary is not in
default under the Revolver.
At September 30, 1995, the Company, on a consolidated basis, had
stockholders' equity of $96.2 million versus $103.1 million at December
31, 1994. Management believes that the Company's financing
arrangements and anticipated cash flow during 1995 are adequate to
provide the funds necessary to support operations and to permit the
Company to meet its obligations.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS(CONTINUED)
INFLATION AND FOREIGN CURRENCY FLUCTUATIONS
Increases in the materials price of plastics, cardboard and
steel had a negative impact on the Company's results of operations for
the first nine months of 1995 and on the industries in which the
Company competes in general. The manner in which sales programs are set
causes a delay in price adjustments which would pass some or all of
these increased costs on to the Company's customers. Although no
assurance can be given, management believes the adverse impact on the
Company's results of operations for 1995 of increased materials cost
will be substantially mitigated for future periods through offsetting
sales price increases implemented during the first nine months of 1995.
Although the Company's management does not currently anticipate further
material increases in materials costs, in the event of further material
increases in materials costs, the Company's future results of
operations could again be adversely affected.
Foreign currency fluctuations did not materially affect the
Company's operations during the third quarter or the nine months ended
September 30, 1995.
9
<PAGE> 10
Part II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K.
a) Exhibits:
11 - Computation of Per Share Earnings
27 - Financial Data Schedule (submitted in electronic form to
SEC only)
b) Reports on Form 8-K.
On October 18, 1995, the Company filed a Current report on
Form 8-K announcing that the Company had amended and restated
its Loan and Security Agreement, to, among other things,
increase the facility to $300 million.
10
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ROADMASTER INDUSTRIES, INC.
Dated: November 14, 1995 By: /s/ Charles E. Sanders
------------------- ----------------------------------
Secretary, Principal Financial Officer
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
------ ----------- ------
<S> <C> <C>
11(a) - Computation of Per Share Earnings, Three Months
Ended September 30, 1995 and October 1, 1994 13
11(b) - Computation of Per Share Earnings, Nine Months
Ended September 30, 1995 and October 1, 1994 14
27 - Financial Data Schedule (submitted in electronic form to SEC only) N/A
</TABLE>
12
<PAGE> 1
EXHIBIT 11(a)
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND OCTOBER 1, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, OCTOBER 1,
1995 1994
---- ----
<S> <C> <C>
Primary:
Weighted average common shares outstanding during period 49,107 28,725
Common shares issuable if all warrants had been converted
at the date of issuance - 2,433
------- -------
Average common shares outstanding for primary calculation 49,107 31,158
======= =======
Fully Diluted:
Weighted average common shares outstanding during period 49,107 28,725
Net common shares issuable on exercise of warrants - 2,433
Assumed conversion of 8% convertible subordinated debentures
due 2003 to common stock as of date of issuance, August 15,
1993 - 12,936
------- -------
Average common shares outstanding for fully diluted calculation 49,107 44,094
======= =======
Net earnings for computation of primary earnings per share $(2,203) $ 2,985
Interest savings on assumed conversion of 8% convertible
debentures due 2003 net of tax - 842
------- -------
Net earnings for computation of fully diluted earnings per share $(2,203) $ 3,827
======= =======
Primary earnings per share:
Net earnings $ (0.04) $ 0.10
======= =======
Fully diluted earnings per share:
Net earnings $ (0.04) $ 0.09
======= =======
</TABLE>
13
<PAGE> 1
EXHIBIT 11(b)
ROADMASTER INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND OCTOBER 1, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, OCTOBER 1,
1995 1994
---- ----
<S> <C> <C>
Primary:
Weighted average common shares outstanding during period 48,946 28,148
Common shares issuable if all warrants had been converted
at the date of issuance - 2,533
------- -------
Average common shares outstanding for primary calculation 48,946 30,681
======= =======
Fully Diluted:
Weighted average common shares outstanding during period 48,946 28,148
Net common shares issuable on exercise of warrants - 2,533
------- -------
Average common shares outstanding for fully diluted calculation 48,946 30,681
======= =======
Net earnings $(9,259) $ 4,830
======= =======
Primary earnings per share:
Net earnings $ (0.19) $ 0.16
======= =======
Fully diluted earnings per share:
Net earnings $ (0.19) $ 0.16
======= =======
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,128
<SECURITIES> 1,461
<RECEIVABLES> 173,308<F1>
<ALLOWANCES> 0
<INVENTORY> 185,622
<CURRENT-ASSETS> 391,003
<PP&E> 109,300
<DEPRECIATION> 32,691
<TOTAL-ASSETS> 579,957
<CURRENT-LIABILITIES> 250,673
<BONDS> 0
<COMMON> 540
0
0
<OTHER-SE> 95,682
<TOTAL-LIABILITY-AND-EQUITY> 579,957
<SALES> 523,480
<TOTAL-REVENUES> 523,480
<CGS> 455,369
<TOTAL-COSTS> 455,369
<OTHER-EXPENSES> 83,228
<LOSS-PROVISION> 877
<INTEREST-EXPENSE> 26,075
<INCOME-PRETAX> (15,117)
<INCOME-TAX> (5,858)
<INCOME-CONTINUING> (9,259)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,259)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.19)
<FN>
<F1>Net amount shown in interim report.
</FN>
</TABLE>
