<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 33-29035
K & F INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 34-1614845
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 Third Avenue, New York, New York 10016
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (212) 297-0900
--------------
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
------- -------
As of November 1, 1997, there were 740,398 shares of common stock outstanding.
<PAGE> 2
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS:
Current Assets:
Cash and cash equivalents $ 750,000 $ 1,508,000
Accounts receivable, net 40,658,000 36,032,000
Inventory 65,111,000 68,334,000
Deferred tax asset -- 1,411,000
Other current assets 662,000 586,000
------------ ------------
Total current assets 107,181,000 107,871,000
------------ ------------
Property, plant and equipment 142,926,000 136,900,000
Less, accumulated depreciation and amortization 73,859,000 66,914,000
------------ ------------
69,067,000 69,986,000
------------ ------------
Deferred charges, net of amortization 23,961,000 24,674,000
Cost in excess of net assets, net of
amortization 192,426,000 196,446,000
Intangible assets, net of amortization 17,717,000 20,138,000
------------ ------------
$410,352,000 $419,115,000
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
Current Liabilities:
Accounts payable, trade $ 12,133,000 $ 11,253,000
Current portion of senior term loan 1,500,000 6,000,000
Interest payable 4,281,000 6,689,000
Other current liabilities 53,739,000 49,740,000
------------ ------------
Total current liabilities 71,653,000 73,682,000
------------ ------------
Postretirement benefit obligation other
than pensions 76,301,000 75,439,000
Other long-term liabilities 14,619,000 16,300,000
Senior term loan 34,000,000 34,000,000
Senior revolving loan 19,000,000 13,000,000
11 7/8% senior secured notes due 2003 70,000,000 100,000,000
10 3/8% senior subordinated notes due 2004 140,000,000 140,000,000
Stockholders' Deficiency:
Preferred stock, $.01 par value-authorized,
1,050,000 shares; issued and outstanding,
1,027,635 shares (liquidation preference of
$60,110,000) 10,000 10,000
Common stock, Class B, $.01 par value-
authorized, 460,000 shares; issued and
outstanding, 458,994 shares (liquidation
preference of $26,848,000) 5,000 5,000
Common stock, Class A, $.01 par value-
authorized, 2,100,000 shares; issued and
outstanding, 553,344 shares 6,000 6,000
Additional paid-in capital 155,350,000 155,350,000
Deficit (159,777,000) (178,147,000)
Adjustment to equity for minimum pension
liability (10,649,000) (10,649,000)
Cumulative translation adjustment (166,000) 119,000
------------ ------------
Total stockholders' deficiency (15,221,000) (33,306,000)
------------ ------------
$410,352,000 $419,115,000
============ ============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------------------
September 30, September 30,
1997 1996
-------------------- ----------------------
<S> <C> <C>
Sales $224,296,000 $207,455,000
Costs and expenses 167,934,000 162,557,000
Amortization 7,734,000 7,805,000
-------------------- ----------------------
Operating income 48,628,000 37,093,000
Interest and investment income 191,000 784,000
Interest expense (22,969,000) (29,848,000)
-------------------- ----------------------
Income before income taxes and
extraordinary charge 25,850,000 8,029,000
Income tax provision (5,767,000) (220,000)
-------------------- ----------------------
Income before extraordinary charge 20,083,000 7,809,000
Extraordinary charge from early
extinguishment of debt, net of tax (1,713,000) (9,142,000)
-------------------- ----------------------
Net income (loss) $ 18,370,000 $ (1,333,000)
==================== ======================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------------
September 30, September 30,
1997 1996
---------------- ----------------
<S> <C> <C>
Sales $78,122,000 $70,966,000
Costs and expenses 57,137,000 54,182,000
Amortization 2,582,000 2,602,000
---------------- ----------------
Operating income 18,403,000 14,182,000
Interest and investment income 70,000 666,000
Interest expense (7,262,000) (10,398,000)
---------------- ----------------
Income before income taxes and
extraordinary charge 11,211,000 4,450,000
Income tax provision (4,190,000) --
---------------- ----------------
Income before extraordinary charge 7,021,000 4,450,000
Extraordinary charge from early
extinguishment of debt, net of tax -- (9,142,000)
---------------- ----------------
Net income (loss) $7,021,000 $(4,692,000)
================ ================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
K & F INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------
September 30, September 30,
1997 1996
--------------- ---------------
<S> <C> <C>
Cash flow operating activities:
Net income (loss) $18,370,000 $(1,333,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 14,679,000 14,258,000
Non-cash interest expense - amortization
of deferred financing charges 1,072,000 1,130,000
Deferred income taxes 1,411,000 --
Extraordinary charge from early
extinguishment of debt 1,713,000 9,142,000
Changes in assets and liabilities:
Accounts receivable, net (4,782,000) 246,000
Inventory 3,094,000 (7,684,000)
Other current assets (76,000) (307,000)
Accounts payable, interest payable, and
other current liabilities 2,471,000 5,089,000
Postretirement benefit obligation other
than pensions 862,000 (2,324,000)
Other long-term liabilities (1,681,000) 923,000
--------------- ---------------
Net cash provided by operating activities 37,133,000 19,140,000
--------------- ---------------
Cash flows from investing activities:
Capital expenditures (6,026,000) (15,592,000)
Deferred charges (1,781,000) (462,000)
--------------- ---------------
Net cash used in investing activities (7,807,000) (16,054,000)
--------------- ---------------
Cash flows from financing activities:
Payments of senior term loan (4,500,000) --
Payments of senior revolving loan (33,000,000) (49,000,000)
Payments of long-term debt (30,000,000) (180,000,000)
Borrowings under senior term loan -- 40,000,000
Borrowings under senior revolving loan 39,000,000 58,000,000
Proceeds from issuance of senior subordinated notes -- 140,000,000
Deferred charges - financing costs -- (6,772,000)
Premiums paid on early extinguishment of debt (1,584,000) (4,500,000)
Proceeds from sale and leaseback transaction -- 1,215,000
--------------- ---------------
Net cash used by financing activities (30,084,000) (1,057,000)
--------------- ---------------
Net (decrease) increase in cash and
cash equivalents (758,000) 2,029,000
Cash and cash equivalents, beginning of period 1,508,000 3,178,000
--------------- ---------------
Cash and cash equivalents, end of period $ 750,000 $ 5,207,000
=============== ===============
Supplemental cash flow information:
Cash interest paid during period $ 24,305,000 $34,076,000
=============== ===============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
K & F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited consolidated financial statements have been
prepared by K & F Industries, Inc. and Subsidiaries (the "Company")
pursuant to the rules of the Securities and Exchange Commission ("SEC")
and, in the opinion of the Company, include all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation of financial
position, results of operations and cash flows. 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 SEC rules. The Company believes that
the disclosures made are adequate to make the information presented not
misleading. The consolidated statements of operations for the three and
nine months ended September 30, 1997 are not necessarily indicative of the
results to be expected for the full year. It is suggested that these
financial statements be read in conjunction with the audited financial
statements and notes thereto included in the Company's December 31, 1996
Transition Report on Form 10-K.
2. On October 15, 1997, the Company completed a recapitalization involving the
repayment of all existing indebtedness as well as the repurchase of a
portion of its outstanding capital stock. Financing was provided with $185
million of 9 1/4% Senior Subordinated Notes due 2007 and $345 million in
borrowings under a new credit facility.
The new credit facility consists of $322 million of term loans and a $50
million revolving credit facility. The revolving credit facility matures in
2003. The term loans consist of a $50 million Tranche A term loan and a
$272 million Tranche B term loan. The Tranche A term loan is a six-year
amortizing facility maturing in 2003. The Tranche B term loan is an
eight-year amortizing facility maturing in 2005. The Company will be
required to make mandatory reductions in the credit facility in the event
of certain asset sales, the incurrence of certain additional indebtedness
and from a portion of excess cash flow (as defined).
In connection with the repurchase of a portion of the outstanding capital
stock and the repayment of all existing indebtedness, the Company will
directly increase its stockholders' deficiency by approximately $218.6
million and record an extraordinary charge of approximately $29.8 million
(excluding any related tax benefit) for the write-off of unamortized
financing costs, redemption premiums and tender offer payments. In
addition, the Company will record a charge to operations of approximately
$12.0 million relating to the exercise of stock options and other fees. All
charges will be reflected in the fourth quarter of 1997.
On June 1, 1997, the Company redeemed $30 million aggregate principal
amount of its 11 7/8% Senior Notes at a redemption price of 105.28% of the
principal amount thereof. In connection therewith, the Company recorded an
extraordinary charge of $1,713,000 (net of income tax benefit of $553,000)
for the write-off of unamortized financing costs and redemption premiums.
6
<PAGE> 7
K&F INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. Receivables are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
Accounts receivable, principally
from commercial customers $37,289,000 $34,086,000
Accounts receivable, on U.S.
Government and other long-term
contracts 3,729,000 2,359,000
Allowances (360,000) (413,000)
------------- ------------
$40,658,000 $36,032,000
============= ============
</TABLE>
4. Inventory consists of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
Raw materials and work-in-process $43,947,000 $46,742,000
Finished goods 9,969,000 10,821,000
Inventoried costs related to U.S.
Government and other long-term
contracts 11,195,000 10,771,000
------------- ------------
$65,111,000 $68,334,000
============= ============
</TABLE>
The Company customarily sells original wheel and brake equipment below cost
as an investment in a new airframe which is expected to be recovered through
the subsequent sale of replacement parts. These commercial investments
(losses) are recognized when original equipment is shipped. Losses on U.S.
Government contracts are immediately recognized in full when determinable.
Inventory is stated at average cost, not in excess of net realizable value.
In accordance with industry practice, inventoried costs may contain amounts
relating to contracts with long production cycles, a portion of which will
not be realized within one year.
5. Other current liabilities consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
Accrued payroll costs $15,689,000 $15,170,000
Accrued taxes 7,567,000 6,504,000
Accrued costs on long-term contracts 5,876,000 5,744,000
Accrued warranty costs 9,580,000 6,695,000
Customer credits 4,901,000 7,483,000
Postretirement benefit obligation other
than pensions 2,000,000 2,000,000
Other 8,126,000 6,144,000
------------- ------------
$53,739,000 $49,740,000
============= ============
</TABLE>
7
<PAGE> 8
K & P INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. Contingencies
On December 15, 1995, the Company's Aircraft Braking Systems subsidiary
commenced an action in the Court of Common Pleas, Summit County, Ohio
against Hitco Technologies, Inc. ("Hitco") after Hitco threatened to breach
existing supply contracts unless prices were renegotiated. Until recently,
Hitco was the principal supplier of the carbon used by Aircraft Braking
Systems for its carbon brakes. Hitco claimed that Aircraft Braking Systems
breached the supply arrangements by electing to begin to expand its own
carbon production facility. The Aircraft Braking Systems' complaint, as
amended, seeks injunctive relief and damages for various breaches of
contract which have recently been estimated at up to $57 million. Hitco has
counterclaimed in the matter seeking, among other things, damages for lost
profits, which Hitco has recently estimated at up to $78 million (subject to
mitigation) for the alleged breach by Aircraft Braking Systems of alleged
long-term contracts to purchase carbon. Hitco was enjoined from refusing to
perform its obligations pursuant to existing contracts and purchase orders
without change in terms. Accordingly, through mid-December 1996, Hitco
continued to supply carbon to the Company, although Hitco failed to fill
certain acknowledged purchase orders. Aircraft Braking Systems has sought to
hold Hitco in contempt of the court's injunction, which motion has not been
decided by the court. An injunction requested by Hitco that would require
the Company to turn over to Hitco technology allegedly jointly developed and
owned under the prior contractual arrangements has been denied. The case is
presently scheduled for trial in January 1998.
In related actions, a suit filed by Hitco in Superior Court, Los Angeles
County, California against Aircraft Braking Systems seeking substantially
the same relief as is asserted in the Ohio action, has been stayed. Hitco
also filed suit in the Federal District Court in the Northern District of
Ohio for damages and injunctive relief against a third party claiming that
such party, in supplying certain carbon to Aircraft Braking Systems, has
acquired trade secrets of Hitco from Aircraft Braking Systems and has
misappropriated trade secrets and technology developed under the same
research and development contracts between Hitco and Aircraft Braking
Systems which are the subject of the Ohio case and the California case.
Aircraft Braking Systems has been granted leave to intervene and Hitco has
moved to dismiss the Federal action.
Management intends to vigorously advocate its interest in all lawsuits, to
seek dismissal of the California action and to proceed in the Ohio case to
seek damages from Hitco. Based upon the proceedings to date, management does
not expect the outcome of the litigation to be unfavorable to the Company.
There can be no assurance, however, as to the outcome of the litigation or
that a judgment against the Company would not materially adversely affect
the Company.
In addition to the foregoing, there are various lawsuits and claims pending
against the Company incidental to its business. Although the final results
in suits and proceedings cannot be predicted with certainty, in the opinion
of the Company's management, the ultimate liability, if any, will not have a
material adverse effect on the Company.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Comparison of Results of Operations for the Nine Months Ended September 30,
1997 and September 30, 1996
Sales for the nine months ended September 30, 1997 totaled $224,296,000
reflecting an increase of $16,841,000, or 8.1%, compared with $207,455,000 for
the same period in the prior year. This increase was due to higher sales of
wheels and brakes for commercial transport and general aviation aircraft of
$19,695,000, primarily on the Fokker Fo-100, Canadair Regional Jet, Boeing
MD-80, DC-10 and Lear programs. Partially offsetting this increase were lower
military sales of $2,854,000 primarily on the F-16 program.
Operating income increased 31.1% or $11,535,000 to $48,628,000 or 21.7% of
sales for the nine months ended September 30, 1997 compared with $37,093,000 or
17.9% of sales for the same period in the prior year. Operating margins
increased primarily due to the overhead absorption effect relating to the
higher sales volume, a favorable sales mix whereby commercial sales, with
higher margins, composed a greater percentage of total sales, lower costs
relating to litigation and lower independent research and development costs
relating to the MD-90 program and carbon research.
Interest expense, net decreased $6,286,000 for the nine months ended September
30, 1997 compared with the same period in the prior year. This decrease was due
to lower interest rates on outstanding debt as a result of the refinancing in
August 1996 of the 13 3/4% Senior Subordinated Debentures with 10 3/8% Senior
Subordinated Debentures and borrowings under the Amended and Restated Credit
Agreement.
The Company's effective tax rate of 22.3% for the nine months ended September
30, 1997 differs from the statutory rate of 35% due to a net decrease in the
valuation allowance and a $631,000 charge for foreign taxes. For the same
period in the prior year the effective tax rate of 2.7% differed from the
statutory rate of 35% due to a net decrease in the valuation allowance. The
increase in the effective rate in 1997 is primarily due to the charge for
foreign taxes and a net change in the valuation allowance.
Approximately 400 hourly employees of the Company's Aircraft Braking Systems
subsidiary are represented by the United Auto Workers' Union. Aircraft Braking
Systems has not had a ratified collective bargaining agreement since August 10,
1991, but has operated under Company implemented terms and conditions of
employment. From time to time the Company has been involved in discussions with
union representatives regarding a new collective bargaining agreement but a new
agreement has not been reached. The Company believes that, whether or not a
satisfactory agreement is reached, there should be no material disruption to
the business of Aircraft Braking Systems.
Comparison of Results of Operations for the Three Months Ended September 30,
1997 and September 30, 1996
Sales for the three months ended September 30, 1997 totaled $78,122,000
reflecting an increase of $7,156,000, or 10.1%, compared with $70,966,000 for
the same period in the prior year. This increase was due to higher sales of
wheels and brakes for commercial transport and general aviation aircraft of
$6,034,000, primarily on the Fokker Fo-100, Boeing MD-80 and DC-10 programs.
Military sales increased $1,122,000 due to a higher sales of fuel tanks
primarily on the F/A-18 C/D program.
9
<PAGE> 10
Operating income increased 29.8% or $4,221,000 to $18,403,000 or 23.6% of sales
for the three months ended September 30, 1997 compared with $14,182,000 or 20.0%
of sales for the same period in the prior year. Operating margins increased
primarily due to the overhead absorption effect relating to the higher sales
volume and lower litigation costs.
Interest expense, net decreased $2,540,000 for the three months ended September
30, 1997 compared with the same period in the prior year. This decrease was due
to lower interest rates on outstanding debt as a result of the refinancing in
August 1996 of the 13 3/4% Senior Subordinated Debentures with 10 3/8% Senior
Subordinated Notes and borrowings under the Amended and Restated Credit
Agreement.
The Company's effective tax rate of 37.4% for the three months ended September
30, 1997 differs from the statutory rate of 35% due to a net change in the
valuation allowance and a $631,000 charge for foreign taxes. For the same
period in the prior year the effective tax rate of 0.0% differed from the
statutory rate of 35% due to a net decrease in the valuation allowance. The
increase in the effective rate in 1997 is primarily due to the charge for
foreign taxes and a net change in the valuation allowance.
Liquidity and Financial Condition
The Company expects that its principal use of funds for the next several years
will be to fund capital expenditures, to make investments in new airframes
(which were $20.8 million and $19.9 million for the nine months ended September
30, 1997 and 1996, respectively) and to pay interest and principal on
indebtedness. The Company's primary source of funds for conducting its business
activities and servicing its indebtedness has been cash generated from
operations and borrowings under its existing revolving loan facility.
On October 15, 1997, the Company completed a recapitalization involving the
repayment of all existing indebtedness as well as the repurchase of a portion
of its outstanding capital stock. Financing was provided with $185 million of
9 1/4% Senior Subordinated Notes due 2007 and $345 million in borrowings under
a new credit facility.
The new credit facility consists of $322 million of term loans and a $50
million revolving credit facility, of which $23 million was drawn on October
15, 1997. The revolving credit facility matures in 2003. The term loans consist
of a $50 million Tranche A term loan and a $272 million Tranche B term loan.
The Tranche A term loan is repayable over a six-year period in 21 quarterly
installments of $125,000 and thereafter, four quarterly installments of
$11,843,750. The Tranche B term loan is repayable over an eight-year period in
28 quarterly installments of $250,000 and, thereafter, four quarterly
installments of $66.25 million. The Company will be required to make mandatory
reductions in the credit facility in the event of certain asset sales, the
incurrence of certain additional indebtedness and from a portion of excess cash
flow (as defined).
The Company believes that its cash flow from operations together with available
borrowings under the new revolving credit facility, will be adequate to meet
its anticipated requirements for capital expenditures, investments in new
airframes, interest payments and scheduled principal payments.
10
<PAGE> 11
In connection with the repurchase of a portion of the capital stock and the
repayment of all existing indebtedness, the Company will directly increase its
stockholders' deficiency by approximately $218.6 million and record an
extraordinary charge of approximately $29.8 million (excluding any related tax
benefit) for the write-off of unamortized financing costs, redemption premiums
and tender offer payments. In addition, the Company will record a charge to
operations of approximately $12.0 million relating to the exercise of stock
options and other fees. All charges will be reflected in the fourth quarter of
1997.
On June 1, 1997, the Company redeemed $30 million aggregate principal amount
of its 11 7/8% Senior Notes at a redemption price of 105.28% of the principal
amount thereof. In connection therewith, the Company recorded an extraordinary
charge of $1,713,000 (net of income tax benefit of $553,000) for the write-off
of unamortized financing costs and redemption premiums. The Company used
borrowings under its existing revolving loan facility to effect such
redemption.
11
<PAGE> 12
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K dated September 15, 1997, under
Item 5 (Other Events) reporting the Company's press release relating to
the commencement by the Company of a tender offer for its 10 3/8% Senior
Subordinated Notes due 2004.
12
<PAGE> 13
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.
K & F INDUSTRIES, INC.
______________________
Registrant
DIRKSON R. CHARLES
______________________
Dirkson R. Charles
Chief Financial Officer
and
Registrant's Authorized
Officer
Dated: November 14, 1997
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 750,000
<SECURITIES> 0
<RECEIVABLES> 41,018,000
<ALLOWANCES> 360,000
<INVENTORY> 65,111,000
<CURRENT-ASSETS> 107,181,000
<PP&E> 142,926,000
<DEPRECIATION> 73,859,000
<TOTAL-ASSETS> 410,352,000
<CURRENT-LIABILITIES> 71,653,000
<BONDS> 264,500,000
0
10,000
<COMMON> 11,000
<OTHER-SE> (15,242,000)
<TOTAL-LIABILITY-AND-EQUITY> 410,352,000
<SALES> 224,296,000
<TOTAL-REVENUES> 224,296,000
<CGS> 140,707,000
<TOTAL-COSTS> 140,707,000
<OTHER-EXPENSES> 13,527,000
<LOSS-PROVISION> 25,000
<INTEREST-EXPENSE> 22,969,000
<INCOME-PRETAX> 25,850,000
<INCOME-TAX> 5,767,000
<INCOME-CONTINUING> 20,083,000
<DISCONTINUED> 0
<EXTRAORDINARY> 1,713,000
<CHANGES> 0
<NET-INCOME> 18,370,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
