<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
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 33-82650
GENMAR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-1778106
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 SOUTH FIFTH STREET 55402
SUITE 2400 (Zip Code)
MINNEAPOLIS, MINNESOTA
(Address of principal executive offices)
(612) 339-7900
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
----- -----
On August 14, 1996, there were 1,779,415 shares of Common Stock, $.01 par value,
of Genmar Holdings, Inc. outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues $152,786 $147,549 $303,810 $277,481
Cost of products and services 131,837 126,218 263,077 237,929
-------- -------- -------- --------
Gross profit 20,949 21,331 40,733 39,552
Selling and administrative expenses 13,748 16,083 29,854 32,529
-------- -------- -------- --------
Operating profit 7,201 5,248 10,879 7,023
Interest expense (5,635) (6,138) (11,279) (12,490)
Investment and other income, net 103 8,726 240 10,866
-------- -------- -------- --------
Income (loss) before income taxes 1,669 7,836 (160) 5,399
Provision for income taxes (301) (607) (471) (1,193)
-------- -------- -------- --------
Net income (loss) $ 1,368 $ 7,229 $ (631) $ 4,206
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
See accompanying notes to condensed consolidated financial statements
1
<PAGE>
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
June 30,
1996 December 31,
(Unaudited) 1995
----------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,315 $ 18,091
Accounts receivable, net 39,734 42,356
Inventories 131,218 129,058
Prepaid expenses 3,949 4,958
----------- ------------
Total current assets 180,216 194,463
Property and Equipment, net 58,051 63,333
Other Assets, principally deferred financing costs 6,629 7,415
Goodwill 47,678 48,669
----------- ------------
Total assets $ 292,574 $ 313,880
----------- ------------
----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 43,114 $ 45,882
Accrued liabilities 55,070 59,000
Customer deposits 18,183 12,633
Accrued income taxes 323 788
Current maturities of long-term debt 757 893
----------- ------------
Total current liabilities 117,447 119,196
Long-Term Debt 135,174 151,445
Other Noncurrent Liabilities 33,968 36,621
----------- ------------
Commitments and Contingencies (Notes 3 and 4)
Stockholders' Equity:
Common stock, $.01 par, 2,000 shares authorized; 1,779
shares issued and outstanding 18 18
Paid-in capital 126,229 126,229
Accumulated deficit (110,017) (109,386)
Cumulative translation adjustment (249) (247)
Treasury stock, 42 shares (9,996) (9,996)
----------- ------------
Total stockholders' equity 5,985 6,618
----------- ------------
Total liabilities and stockholders' equity $ 292,574 $ 313,880
----------- ------------
----------- ------------
</TABLE>
See accompanying notes to condensed consolidated financial statements
2
<PAGE>
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
UNAUDITED
(In Thousands)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) income $ (631) $ 4,206
Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,844 5,673
Gain on the sale of marketable securities - (8,713)
Unrealized gain on marketable securities - (4,264)
Changes in operating assets and liabilities, net (599) (3,472)
Other, net (143) (356)
Payments of noncurrent liabilities (2,653) (1,534)
-------- --------
Net cash provided by (used in) operating activities 1,818 (8,460)
-------- --------
INVESTING ACTIVITIES:
Property and equipment additions (1,399) (8,565)
Proceeds from sales of property 4,187 -
Proceeds from sales of marketable securities - 28,664
-------- --------
Net cash provided by investing activities 2,788 20,099
-------- --------
FINANCING ACTIVITIES:
Proceeds from revolving credit facility 5,000 18,000
Repayment of revolving credit facility (22,000) (27,677)
Repayment of other long-term debt (382) (510)
-------- --------
Net cash used in financing activities (17,382) (10,187)
-------- --------
Net (decrease) increase in cash and cash equivalents (12,776) 1,452
CASH AND CASH EQUIVALENTS:
Balance, beginning of period 18,091 4,699
-------- --------
Balance, end of period $ 5,315 $ 6,151
-------- --------
-------- --------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid during the period $ 9,466 $ 11,190
Income taxes paid during the period 938 887
-------- --------
-------- --------
SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Property and equipment additions from capital leases $ 351 $ -
-------- --------
-------- --------
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. INTRODUCTION -
The condensed consolidated financial statements have been prepared by
Genmar Holdings, Inc. (the "Company"), without audit, pursuant to the Rules
and Regulations of the Securities and Exchange Commission. The information
furnished in the condensed consolidated financial statements includes
normal recurring adjustments and reflects all adjustments which are, in the
opinion of management, necessary for a fair presentation of such financial
statements. 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 presented not misleading, it is suggested
that these condensed consolidated financial statements be read in
conjunction with the audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
Revenues and operating results for the six months ended June 30, 1996
are not necessarily indicative of the results to be expected for the full
year.
2. INVENTORIES -
Inventories, which are valued at the lower of first-in first-out (FIFO)
costs or market, consisted of the following (in thousands):
June 30, December 31,
1996 1995
-------- ------------
Raw materials $ 41,447 $ 40,006
Work in process 56,076 49,215
Finished goods 33,695 39,837
-------- ------------
$131,218 $129,058
-------- ------------
-------- ------------
4
<PAGE>
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
3. SUBSIDIARY GUARANTEES -
The Company's payment obligations with respect to its 13-1/2% Series A
Senior Subordinated Notes Due 2001 (the "Notes") and its borrowings under
its bank credit facility (the "Credit Facility") are secured by
substantially all of the assets of the Company and its subsidiaries and are
guaranteed by substantially all of the Company's subsidiaries ("Subsidiary
Guarantors").
At June 30, 1996, the aggregate combined net assets, net revenues,
earnings and equity of the Subsidiary Guarantors were substantially
equivalent to the net assets, net revenues, earnings and equity of the
Company, except for certain obligations and operating, interest and other
expenses pertaining to non-guarantor entities. Each of the Subsidiary
Guarantors is a wholly-owned subsidiary of the Company. Management
believes that separate financial statements of the Subsidiary Guarantors
are inconsequential to investors and such financial statements are not
included herein.
4. CONTINGENCIES -
Dealer Inventory Floor Plan Financing:
The Company and its subsidiaries are parties to dealer inventory floor
plan financing arrangements with certain financial institutions pursuant to
which each may be required, in the event of default by a financed dealer,
to repurchase products previously sold to such dealer. The Company
repurchased $1.6 million and $0.7 million of such dealer inventory in the
six month periods ended June 30, 1996 and 1995, respectively. As of
June 30, 1996, the Company was contingently liable under such arrangements
to repurchase inventory in the aggregate maximum amount of $20.5 million.
5
<PAGE>
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
4. CONTINGENCIES - (CONTINUED)
Dealer Inventory Floor Plan Financing:
During 1995, the Company entered into agreements with financial
institutions to transfer limited floor plan financing for certain dealers
and to provide floor plan financing for certain other dealers. Pursuant to
the agreements, the Company is contingently liable for repurchase of
inventory and has recourse liability in the event of dealer default. As of
June 30, 1996, the Company was contingently liable under these agreements
for repurchase and recourse in the aggregate maximum amounts of $21.3
million and $19.3 million, respectively. The Company did not incur any
repurchase or recourse losses under these agreements during the six months
ended June 30, 1996.
The Company generally has not provided reserves, other than immaterial
reserves at certain subsidiaries, for losses and costs which may result
should the Company be required to repurchase product from a defaulting
dealer. Although the ultimate loss which might be incurred as a result of
such contractual obligation is uncertain, the Company believes that any
such losses that may be incurred would not have a material effect on its
consolidated operating results or financial position.
Legal and Environmental:
The Company and its subsidiaries are defendants in legal proceedings
arising in the ordinary course of business. Although the outcome of these
matters cannot be determined, in the opinion of management and outside
counsel, disposition of these proceedings will not have a material effect
on the Company's consolidated financial position or results of operations.
Where appropriate, the Company has established reserves in response to
these matters.
6
<PAGE>
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
4. CONTINGENCIES - (CONTINUED)
Divested Businesses:
In connection with certain previously divested businesses, the Company
retained certain obligations and remains contingently liable under limited
indemnities related to such matters as taxes, insurance, litigation and
postretirement medical benefits. Cash expenditures for such obligations
are expected to be payable over an extended period of time. Where
appropriate, the Company has established reserves in response to these
matters.
The Company also incurs costs from time to time for environmental
claims relating to its previously divested operations. The Company
anticipates total environmental-related costs associated with its divested
operations to range from approximately $6 million to $10 million, which
include Comprehensive Environmental Response Compensation and Liability
Act, as amended ("CERCLA") type liabilities, and which costs are likely to
be incurred over the next 8 to 12 years. With respect to these potential
liabilities, the Company has been identified as a potential responsible
party at approximately 10 sites. Based on currently available information,
the Company believes adequate reserves have been provided to cover such
potential costs as of June 30, 1996.
Letters of Credit:
The Company and its subsidiaries have insurance for workers'
compensation, health, general and auto liability losses in excess of
predetermined loss limits. Provision has been made in the consolidated
financial statements for estimated losses resulting from claims incurred
prior to the balance sheet date, which were below the amounts of the
predetermined loss limits. At June 30, 1996, the Company had outstanding
letters of credit aggregating approximately $28.9 million. Approximately
$20.5 million of such letters of credit secure insurance programs; the
remainder principally relate to dealer floor plan financing arrangements
with certain financial institutions and to liabilities retained by the
Company in connection with divested operations. Subsequent to June 30,
1996, the Company's outstanding letters of credit were reduced by $4.0
million, primarily due to reduced security requirements in connection with
the Company's insurance programs.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
RESULTS OF OPERATIONS
The following table reflects the relationship between certain income and
expense items and net revenues by presenting such items as a percentage of net
revenues for the three month and six month periods ended June 30, 1996 and 1995
and shows the percentage changes in these income and expense items for the
current fiscal periods from the comparable periods of the prior fiscal year:
<TABLE>
<CAPTION>
Percentage of Net Sales Percentage Change
--------------------------------- Between Periods
Three Months Six Months -------------------------
Ended June 30, Ended June 30, Three Months Six Months
--------------- --------------- Ended Ended
1996 1995 1996 1995 June 30 June 30
------ ------ ------ ------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Net Revenues 100.0% 100.0% 100.0% 100.0% 3.5% 9.5%
Cost of Products and Services 86.3 85.5 86.6 85.7 4.5 10.6
------ ------ ------ ------
Gross Profit 13.7 14.5 13.4 14.3 (1.8) 3.0
Selling and Administrative Expenses 9.0 10.9 9.8 11.7 (14.5) (8.2)
------ ------ ------ ------
Operating Profit 4.7 3.6 3.6 2.5 37.2 54.9
Interest Expense (3.7) (4.2) (3.7) (4.5) (8.2) (9.7)
Investment and Other Income, net 0.1 5.9 0.1 3.9 (98.8) (97.8)
------ ------ ------ ------
Income (Loss) Before Income Taxes 1.1 5.3 (0.1) 1.9 (78.7) (103.0)
Provision For Income Taxes (0.2) (0.4) (0.2) (0.4) (50.4) (60.5)
------ ------ ------ ------
Net Income (Loss) 0.9% 4.9% (0.2%) 1.5% (81.1%) (115.0%)
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
Consolidated net revenues for the six months ended June 30, 1996 were
$303.8 million, an increase of 9.5% as compared to net revenues of $277.5
million for the six months ended June 30, 1995. This increase in net
revenues reflected strengthened wholesale demand for the Company's motor
yacht and fiberglass recreational powerboat products. For the six months ended
June 30, 1996, retail unit demand for the Company's products, as compared to the
same period during 1995, was strong for recreational powerboat product, down in
both motor yacht and fishboat product, but overall, approximately equal in total
unit volume. The Company's backlog of orders at June 30, 1996 was approximately
equivalent to backlog as of June 30, 1995.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
(CONTINUED)
Consolidated net revenues for the three months ended June 30, 1996 were
$152.8 million, an increase of 3.5% as compared to net revenues of
$147.5 million for the three months ended June 30, 1995. This increase in net
revenues primarily reflects improved wholesale demand for the Company's
recreational powerboat products.
Gross profit for the six months ended June 30, 1996 was $40.7 million
(13.4% of net revenues) as compared to $39.6 million (14.3% of net revenues) for
the same period during 1995. This overall decrease in gross profit as a
percentage of net revenues was primarily attributable to the increase in motor
yacht and recreational powerboat product sales which generally produce lower
gross margins and a decrease in fishboat product sales which generally produce
higher gross margins. This sales mix impact was partially offset by certain
cost reductions attributable to improved manufacturing efficiencies.
Gross profit for the three months ended June 30, 1996, was $20.9 million
(13.7% of net revenues) as compared to $21.3 million (14.5% of net revenues) for
the same period during 1995. This overall decrease in gross profit was
attributable to the factors discussed above and a slight deterioration in
fishboat product margins.
Selling and administrative expenses for the six months ended June 30, 1996
totaled $29.9 million (9.8% of net revenues) as compared to $32.5 million (11.7%
of net revenues) for the same period during 1995. The decrease in spending as a
percentage of net revenues was a reflection of various cost reduction
initiatives implemented throughout the Company, focusing primarily on
administrative and selling costs.
Selling and administrative expenses for the three months ended June 30,
1996 totaled $13.7 million (9.0% of net revenues) as compared to $16.1 million
(10.9% of net revenues) for the same period during 1995. This spending decrease
reflects the same factors discussed above.
The Company's operating profit for the six months ended June 30, 1996 was
$10.9 million (3.6% of net revenues) as compared to operating profit of $7.0
million (2.5% of net revenues) for the same period during 1995. Operating
profit for the three months ended June 30, 1996 was $7.2 million (4.7% of net
revenues) as compared to operating profit of $5.2 million (3.6% of net revenues)
for the same period during 1995. The improvement in operating profit for both
periods was attributable to the factors discussed above.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
(CONTINUED)
Interest expense for the six months ended June 30, 1996 totaled $11.3
million as compared to $12.5 million for the same period during 1995. Interest
expense for the three months ended June 30, 1996 totaled $5.6 million as
compared to $6.1 million for the same period during 1995. In both comparisons,
the reduction in interest expense resulted from a decrease in bank and other
borrowings outstanding between the two periods.
Investment and other income for the six months ended June 30, 1996 totaled
$0.2 million as compared to $10.9 million for the same period during 1995.
Investment and other income for the three months ended June 30, 1996 totaled
$0.1 million as compared to $8.7 million for the same period during 1995.
Investment and other income for the same six months ended June 30, 1996
consisted principally of interest earned on short-term investments, notes and
other receivables. Investment and other income for the same period during 1995
consisted principally of gains on sales of and dividend income related to the
Company's investment in Amway Japan Limited, a gain on the settlement of a
foreign currency hedge, and interest earned on short-term investments, notes and
other receivables.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, capacity under the bank credit facility ("Credit
Facility"), as amended and restated, totaled $60.0 million, consisting of a
$29.2 million revolving credit facility and a $30.8 million letter of credit
facility. At June 30, 1996, the Company had $40.2 million outstanding under the
Credit Facility, with $18.0 million of availability under the revolving credit
facility. This availability was after the acceleration of certain engine
purchases approximating $5.2 million, made during the final week of June to take
advantage of certain one-time purchase discounts available to the Company.
The Credit Facility, as amended and restated, and the indenture (the
"Indenture") governing the Company's 13-1/2% Series A Senior Subordinated Notes
Due 2001 (the "Notes") contain restrictive covenants which, among other matters,
limit the ability of the Company to incur other indebtedness, engage in
transactions with affiliates, incur liens, make certain restricted payments, and
enter into certain business combination and asset sale transactions. The Credit
Facility also requires the Company to satisfy certain financial tests and ratios
and restricts capital expenditures. In addition, the Credit Facility contains
provisions which may require accelerated repayment of the Credit Facility and/or
limit the Company's access to the facility upon the incurrence of specific
obligations or significant changes in the financial condition, business,
properties, prospects or operations of the Company. As of June 30, 1996, the
Company was in compliance with all the financial covenants under the Indenture
and the Credit Facility, as amended and restated.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES
(CONTINUED)
At June 30, 1996, the Company had $62.8 million of working capital, a
decrease of $12.5 million from December 31, 1995. Contributing to this decrease
for the six months ended June 30, 1996 were net repayments totaling $17.0
million under the revolving credit facility. Cash provided by operating
activities for the six months ended June 30, 1996 totaled $1.8 million, as
compared to a cash use of $8.5 million for the same period during 1995. This
net cash source consisted primarily of $2.4 million provided by operations, net
of non-cash charges and other items, offset in part by a $.6 million net cash
use resulting from changes in working capital items.
Capital expenditures of the Company for the six months ended June 30, 1996
totaled $1.4 million. Proceeds from sales of property and equipment for the
same period during 1996 totaled $4.2 million. Included in this total were
proceeds of approximately $3.8 million from the sale of certain land, buildings
and equipment formerly used to operate the Company's retail marine dealership
located near Minneapolis, Minnesota. No gain or loss was recognized in
connection with this sale.
The Company will require substantial cash flow to meet its interest and
principal obligations under the Indenture and the Credit Facility, and in
meeting the working capital and capital expenditure requirements of its
operations. The Company believes that current cash balances, borrowings under
the Credit Facility, cash flow generated from operations and proceeds from the
sales of certain assets will provide sufficient liquidity to fund its cash
operating expenses and capital expenditures and meet its interest and principal
obligations until the Credit Facility and Notes become due. However, the
Company's ability to meet its debt service and other obligations depends on its
future performance, which, in turn, is subject to general economic conditions
and to financial performance, business and other factors, including factors
beyond the Company's control. If the Company is unable to generate sufficient
cash flows from operations or otherwise to comply with the terms of the Credit
Facility or the Indenture, it may be required to refinance all or a portion of
its existing debt or obtain additional financing, although there can be no
assurance that the Company will be able to obtain such refinancing or additional
financing.
The Company is in the process of evaluating and pursuing, as appropriate,
various strategic alternatives relative to strengthening the Company's financial
position, including the potential sales of non-operating assets and possible
joint venture considerations. The Company continuously evaluates its existing
operations and investigates possible acquisitions to expand its business in
order to maximize profits and increase its share of the motorized pleasure boat
market. Accordingly, while the Company does not have any material arrangement,
commitment or understanding with respect thereto, further acquisitions,
investments and changes in operations are possible.
11
<PAGE>
PART II. OTHER INFORMATION
GENMAR HOLDINGS, INC. AND SUBSIDIARIES
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -- No exhibits have been filed with this Form 10-Q.
(b) No Form 8-K's were filed during the quarter ended June 30, 1996.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENMAR HOLDINGS, INC.
Date: August 14, 1996 /s/ ROGER R. CLOUTIER, II
---------------------------------
Roger R. Cloutier, II
Executive Vice President
and Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SECOND QUARTER FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 5,315
<SECURITIES> 0
<RECEIVABLES> 41,434
<ALLOWANCES> 0
<INVENTORY> 129,518
<CURRENT-ASSETS> 180,216
<PP&E> 58,051
<DEPRECIATION> 0
<TOTAL-ASSETS> 292,574
<CURRENT-LIABILITIES> 117,447
<BONDS> 135,174
0
0
<COMMON> 18
<OTHER-SE> 5,967
<TOTAL-LIABILITY-AND-EQUITY> 292,574
<SALES> 303,810
<TOTAL-REVENUES> 303,810
<CGS> 263,077
<TOTAL-COSTS> 263,077
<OTHER-EXPENSES> 29,854
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,279
<INCOME-PRETAX> (160)
<INCOME-TAX> 471
<INCOME-CONTINUING> (631)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (631)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
