<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 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 0-8105
RYKOFF-SEXTON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2134693
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1050 WARRENVILLE RD.
LISLE, ILLINOIS 60532
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(630) 964-1414
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(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 ( )
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
OUTSTANDING AT
CLASS OF COMMON STOCK OCTOBER 31, 1996
--------------------- ----------------
$.10 PAR VALUE 27,768,063 SHARES
<PAGE>
RYKOFF-SEXTON, INC.
INDEX
Page
No.
Part I. Financial Information
Item l. Financial Statements
Condensed Consolidated Balance Sheets
September 28, 1996 and April 27, 1996 1
Condensed Consolidated Statements of Income
Thirteen Weeks ended September 28, 1996 and
October 28, 1995 2
Condensed Consolidated Statements of Cash Flows
Thirteen Weeks ended September 28, 1996 and
October 28, 1995 3
Notes to Condensed Consolidated Financial
Statements 4-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE>
RYKOFF-SEXTON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
ASSETS
September 28, April 27,
1996 1996
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 49,266 $ 10,825
Accounts receivable, net 39,465 182,312
Inventories 249,737 152,805
Prepaid expenses 27,171 19,893
Deferred income taxes 22,800 7,211
------------- ------------
Total current assets 388,439 373,046
------------- ------------
Property, plant and equipment, net 274,263 177,918
Goodwill, net 442,690 41,188
Long-term receivables 108,512 ---
Deferred income taxes, net 34,757 4,881
Other assets, net 26,070 14,823
------------- ------------
Total assets $ 1,274,731 $ 611,856
------------- ------------
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ --- $ 94,000
Accounts payable 265,672 120,828
Accrued liabilities 112,692 48,203
Current portion of long-term debt 9,059 19,708
------------- ------------
Total current liabilities 387,423 282,739
------------- ------------
Long-term debt, less current portion 506,750 135,081
------------- ------------
Other long-term liabilities 42,680 1,536
------------- ------------
Shareholders' equity:
Common stock, at stated value 2,805 1,513
Additional paid-in capital 297,774 95,236
Retained earnings 40,531 99,497
------------- ------------
341,110 196,246
Less: treasury stock, at cost 3,232 3,746
------------- ------------
Total shareholders' equity 337,878 192,500
------------- ------------
Total liabilities and shareholders' equity $ 1,274,731 $ 611,856
------------- ------------
------------- ------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
<PAGE>
RYKOFF-SEXTON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands Except Per Share Amounts)
Thirteen Weeks Ended
-------------------------------
September 28, October 28,
1996 1995
------------- ------------
Net sales $ 904,827 $ 440,545
Cost of sales 727,440 339,745
------------- ------------
Gross profit 177,387 100,800
Operating expenses 155,928 98,068
Amortization of goodwill and other intangibles 2,933 165
Reversal of restructuring reserves --- (6,441)
------------- ------------
Income from operations 18,526 9,008
Interest expense, net 11,272 4,213
Other expenses 3,137 ---
------------- ------------
Income before income taxes 4,117 4,795
Provision for income taxes 2,071 1,918
------------- ------------
Net income $ 2,046 $ 2,877
------------- ------------
------------- ------------
Weighted average number of
shares outstanding 28,051 15,068
------------- ------------
------------- ------------
Earnings per share $ 0.07 $ 0.19
------------- ------------
------------- ------------
Cash dividends per share $ 0.03 $ ---
------------- ------------
------------- ------------
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
RYKOFF-SEXTON, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
-----------------------------------------
September 28, 1996 October 28, 1995
------------------- ------------------
<S> <C> <C>
Cash flows from operating activities--
Net income
Adjustments to reconcile net income to net
cash provided by operating activities -- $ 2,046 $ 2,877
Deferred gain on sale and leaseback transaction (140) (141)
Depreciation and amortization 10,939 4,491
Gain on sale of property, plant and equipment (1,196) (78)
Deferred income taxes 2,154 ---
Changes in assets and liabilities:
(Increase) in receivables (32,937) (12,852)
(Increase) in inventories (11,974) (5,945)
Decrease in prepaid expenses and
other assets 3,184 358
Increase in accounts payable
and accrued liabilities 44,154 29,323
------------------- ------------------
Net cash provided by operating activities 16,230 18,033
------------------- ------------------
Cash flows from investing activities --
Capital expenditures (7,092) (19,691)
Proceeds from disposal of property, plant and
equipment 3,682 116
Cost of acquisition --- (3,833)
------------------- ------------------
Net cash used in investing activities (3,410) (23,408)
------------------- ------------------
Cash flows from financing activities--
Principal payments of long-term debt and capital
lease obligations (386) (34)
Increase under revolving credit line 15,000 17,000
Issuance of common stock 619 2,160
Dividends paid (832) ---
------------------- ------------------
Net cash provided by financing activities 14,401 19,126
------------------- ------------------
Net increase in cash and cash equivalents 27,221 13,751
Cash and cash equivalents at beginning of period 22,045 3,177
------------------- ------------------
Cash and cash equivalents at end of period $ 49,266 $ 16,928
------------------- ------------------
------------------- ------------------
Supplemental disclosures of cash flow information --
Cash paid (refunds) during the period for:
Interest $ 8,148 $ 1,424
Income taxes, net (2,481) 1,487
------------------- ------------------
------------------- ------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
RYKOFF-SEXTON, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. 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. The foregoing financial information, not audited
by independent public accountants, reflects, in the opinion of the Company,
all adjustments (which included only normal recurring adjustments)
necessary to present fairly the information purported to be shown and is
not necessarily indicative of the results of the operations for the entire
year ending June 28, 1997. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's latest annual report
on Form 10-K.
The Condensed Consolidated Statements of Income and Condensed Consolidated
Statements of Cash Flows include the results for the thirteen weeks ended
September 28, 1996, compared to the thirteen weeks ended October 28, 1995.
The Company believes it was not practicable to prepare financial statements
for the comparable thirteen-week period in fiscal 1996, nor would such
statements be more meaningful than the reported results for the previously
reported thirteen-week period ended October 28, 1995 given the inclusion of
the results of US Foodservice Inc. ("US Foodservice") in the thirteen-week
period ended September 28, 1996.
2. In connection with the acquisition of US Foodservice, the Company changed
its fiscal year to the Saturday closest to June 30 from the Saturday
closest to April 30.
The financial statements for the prior period reflect certain
reclassifications to conform with classifications adopted in the current
year, including the reclassification of certain items previously included
in operating expenses to cost of sales to conform the accounting treatment
of the Company and US Foodservice.
3. Primary earnings per share of common stock have been computed on the
weighted average number of shares of common stock outstanding and dilutive
common stock equivalents.
4. Inventories are summarized as follows (amounts in thousands):
September 28, April 27,
1996 1996
------------- -------------
Finished Goods $ 240,964 $ 145,899
Raw Materials 8,773 6,906
------------- -------------
$ 249,737 $ 152,805
------------- -------------
------------- -------------
All inventories are stated at the lower of cost or market, with
approximately 13% at September 28, 1996 determined by the last-in, first-out
("LIFO") cost method and the remainder by the first-in, first-out ("FIFO") cost
method.
4
<PAGE>
5. In October 1994, the Company sold all of the stock of its then wholly-owned
subsidiary, Tone Brothers, Inc. ("Tone") to Burns Philp, Inc. ("Burns
Philp"). The sale agreement provided for arbitration in the case of a
dispute and on April 16, 1995, Burns Philp filed a notice of arbitration in
which it claimed contract and fraud damages in excess of $57 million in
connection with the purchase of Tone.
After extensive investigation and discovery, the matter was presented to
the arbitration tribunal in February 1996 and final argument was presented
in April 1996. The arbitration proceeding concluded in October 1996 and
the arbitration award, which is final and binding, is not material and will
not impact the Company's financial results.
6. On May 17, 1996, the Company consummated a merger with US Foodservice, a
privately held broadline foodservice distribution company. As part of the
merger agreement, US Foodservice stockholders received 1.457 shares of
Rykoff-Sexton common stock for each outstanding share of US Foodservice
common stock. Options and warrants to acquire approximately one million
shares of US Foodservice common stock were converted to options to acquire
Rykoff-Sexton common stock on the same basis. The number of shares issued
in connection with the merger was 12,880,519. For financial reporting
purposes, the shares issued have been recorded at $15.40 per share, which
represents the closing market price as defined in the merger agreement. In
addition to the issuance of common stock, Rykoff-Sexton refinanced
substantially all of the outstanding debt of US Foodservice and purchased
all of the outstanding shares of the US Foodservice $15 cumulative
redeemable exchangeable preferred stock. The merger was treated as a
purchase transaction and, as such, the aggregate purchase price has been
preliminarily allocated to the assets and liabilities of US Foodservice
based upon their respective fair values. The excess of the purchase price
over assets acquired approximated $408 million and is being amortized over
the expected period of benefit of forty years.
In connection with the merger, Rykoff-Sexton entered into a new bank credit
facility providing for loans and other credit facilities equal to $485
million. Rykoff-Sexton also entered into an accounts receivable
securitization facility with two banks totaling $110 million and assumed an
existing $90 million accounts receivable securitization facility already in
place at US Foodservice. Proceeds under the new credit facility and the
accounts receivable securitization facilities were used to pay off existing
debt, repurchase outstanding US Foodservice preferred stock, provide for
initial and ongoing working capital needs and pay related fees and
expenses. Long-term receivables included on the September 28, 1996 balance
sheet represent residual amounts to be collected upon termination of the
accounts receivable securitization facilities.
5
<PAGE>
Pro forma sales for the twelve months ended June 29, 1996, assuming the US
Foodservice acquisition had been made on July 1, 1995 and Rykoff-Sexton
sales had been reported on a fiscal quarter basis assuming a June fiscal
year end, are summarized as follows (amounts in thousands):
September 30, 1995 $ 891,396
December 30, 1995 904,959
March 30, 1996 867,177
June 29, 1996 903,223
--------------
$ 3,566,755
--------------
7. In connection with the US Foodservice merger, the Company recorded a
restructuring charge of $57.6 million ($35.7 million after tax) in the
transition period ended June 29, 1996. Approximately $10.7 million related
to severance and termination benefit costs, $20.2 million related to lease
related costs and $26.7 million related to other exit costs, including the
closure of duplicate facilities and other integration activities. During
the current fiscal quarter, the Company charged $7.7 million against the
restructuring liability for such costs incurred. The estimated cash
outlays for the rest of fiscal 1997 for the above restructuring are
approximately $11.0 million, with the remainder estimated to be paid in
subsequent years (primarily related to non-cancelable operating lease
commitments).
6
<PAGE>
RYKOFF-SEXTON, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BASIS OF PRESENTATION
This report discusses the consolidated results of Rykoff-Sexton, Inc. (the
"Company") for the thirteen weeks ended September 28, 1996, the first fiscal
quarter in the Company's newly adopted fiscal year ending June 28, 1997. Due to
the change in the Company's fiscal year and the combination with US Foodservice
Inc. on May 17, 1996, there are no directly comparable prior year results. To
aid in the analysis of the operating results, the discussion will compare the
current fiscal quarter to the thirteen weeks ended October 28, 1995, the prior
year's second fiscal quarter and the most comparable reporting period.
Management believes that it would not be practicable to prepare financial
statements for the comparable thirteen-week period in fiscal 1996, nor would
such statements be more meaningful than the reported results for the previously
reported thirteen-week period ended October 28, 1995. The operating results for
the thirteen weeks ended October 28, 1995 include certain reclassifications to
conform with classification adopted in the current year.
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
In 000's:
Thirteen Weeks Ended Thirteen Weeks Ended
September 28, 1996 % of Sales October 28, 1995 % of Sales
-------------------- ---------- -------------------- ----------
<S> <C> <C> <C> <C>
Net sales $ 904,827 100.0% $ 440,545 100.0%
Cost of sales 727,440 80.4% 339,745 77.1%
-------------------- --------------------
Gross profit 177,387 19.6% 100,800 22.9%
Operating expenses 155,928 17.2% 98,068 22.3%
Amortization of goodwill and other
intangibles 2,933 0.3% 165 0.0%
Reversal of restructuring reserves --- (6,441) (1.5%)
-------------------- --------------------
Income from operations 18,526 2.1% 9,008 2.1%
Interest expense, net 11,272 1.2% 4,213 1.0%
Other expenses 3,137 0.4% --- 0.0%
-------------------- --------------------
Income before income taxes 4,117 0.5% 4,795 1.1%
Provision for income taxes 2,071 0.3% 1,918 0.4%
-------------------- --------------------
Net income $ 2,046 0.2% $ 2,877 0.7%
-------------------- --------------------
-------------------- --------------------
</TABLE>
7
<PAGE>
NET SALES. Net sales for the thirteen weeks ended September 28, 1996 were
$904.8 million, more than double the $440.5 million of net sales for the
thirteen weeks ended October 28, 1995. This increase is primarily the result of
the merger with US Foodservice Inc. ("US Foodservice"), which occurred on May
17, 1996. In connection with this merger, certain distribution centers with
overlapping service areas have been consolidated to allow for improved operating
efficiencies. These consolidations tend to temper the sales growth in the
particular service area as some existing customers choose not to continue with
the combined distribution center. In addition, customers are reviewed
periodically for profitability to the Company and terms are often renegotiated
or, absent successful renegotiation of terms, the Company may resign from these
accounts. Excluding those distribution centers affected by consolidation and
the Company's resignation from a significant customer account, same-distribution
center sales for the first fiscal quarter increased more than 7% over the same
period a year ago.
GROSS PROFIT. Gross profit for the thirteen weeks ended September 28, 1996 was
$177.4 million compared to $100.8 million for the thirteen weeks ended October
28, 1995. Gross margin (gross profit as a percentage of net sales) for the
thirteen weeks ended September 28, 1996 was 19.6% compared to 22.9% for the
thirteen weeks ended October 28, 1995. The decline in gross margin is directly
attributable to the merger with US Foodservice, which yielded a lower gross
margin than the pre-merger Rykoff-Sexton distribution centers, due to both its
mix of products sold and to its mix of customers. The merger with US
Foodservice further enhanced the Company's already ongoing efforts to transition
itself from a specialty distributor to a broadline distributor, which generally
produces lower gross margins but also enjoys lower operating expense levels.
OPERATING EXPENSES. Operating expenses for the thirteen weeks ended September
28, 1996 were $155.9 million, or 17.2% of net sales, compared to $98.1 million,
or 22.3% of net sales, for the thirteen weeks ended October 28, 1995. As noted
above, the Company's move towards broadline distribution has lowered the overall
level of operating expenses as a percentage of net sales. This lower level of
operating expenses is also driven by a change in the mix of customers to more
chain account customers, which typically have higher drop (delivery) sizes and a
consistent delivery schedule. Included in operating expenses are gains
totaling $1.2 million ($0.7 million after tax) related to sales of certain
assets during the first fiscal quarter.
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLES. Amortization of goodwill and
other intangibles for the thirteen weeks ended September 28, 1996 was $2.9
million, or 0.3% of net sales. This amortization resulted primarily from the
combination with US Foodservice, which was accounted for as a purchase
transaction.
INTEREST EXPENSE, NET. Net interest expense for the thirteen weeks ended
September 28, 1996 was $11.3 million compared to $4.2 million for the thirteen
weeks ended October 28, 1995. The increase in net interest expense is directly
attributable to the combination with US Foodservice which increased the overall
debt level of the Company through a new bank credit facility.
OTHER EXPENSES. Other expenses for the thirteen weeks ended September 28, 1996
were $3.1 million. Other expenses consist of the charges generated under the
Company's asset securitization programs.
PROVISION FOR INCOME TAXES. Provision for income taxes for the thirteen weeks
ended September 28, 1996 was $2.1 million, which is an effective tax rate of 50
percent. The effective tax rate for the thirteen weeks ended October 28, 1995
was 40 percent. The increase in the effective tax rate is primarily due to the
non-deductible goodwill associated with the US Foodservice combination.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
For the thirteen weeks ended September 28, 1996, the Company increased its
cash and cash equivalents by $27.2 million. The increase was provided
through net income of $2.0 million, increased by $10.9 million for
depreciation and amortization and $2.2 million of deferred income taxes and
reduced by gains on sales of assets of $1.2 million and amortization of
deferred gain on sale and leaseback transactions of $0.1 million. This,
combined with increases in accounts payable and accrued liabilities of $44.1
million and decreases in prepaid expenses and other assets of $3.2 million
and reduced by increases in receivables of $32.9 million and inventories of
$12.0 million produced total cash from operations of $16.2 million. The
Company had capital expenditures of $7.1 million and generated proceeds on
the sale of assets of $3.7 million. To finance the increase in accounts
receivable and inventories and the capital expenditures, the Company borrowed
$15.0 million under its revolving credit facility. In addition, the Company
paid $0.4 million of long term debt and capital leases, received proceeds
from the issuance of common stock of $0.6 million and paid cash dividends on
common stock of $0.8 million.
In connection with the merger with US Foodservice on May 17, 1996, the
Company entered into a new bank credit facility with a syndicate of financial
institutions providing for loans and other credit facilities equal to $485
million. The Company also entered into an accounts receivable securitization
program with two banks totaling $110 million and assumed the existing US
Foodservice accounts receivable securitization program totaling $90 million.
Term loans outstanding under the bank credit facility at September 28, 1996
were $335 million. Availability under the Company's revolving credit
facility, net of outstanding letters of credit, was $92 million. As a result
of an ongoing working capital management program, the Company also had $19
million of cash equivalents at September 28, 1996. These amounts could not
be applied against the revolving credit facility due to LIBOR elections.
On July 23, 1996, the Company paid a regular dividend of $0.03 per share of
common stock, or $832 thousand, to shareholders of record at July 5, 1996.
Under the Company's current financing arrangements, the Company's ability to pay
dividends is limited to a cumulative total of $5 million. The July dividend
payment and future dividend payments will be accumulated toward the $5 million
limitation for the foreseeable future.
Management believes that the Company will continue to be able to generate cash
flows from operations and have sufficient capital resources to meet its
operating needs, as well as debt obligations and other cash outlays for the
foreseeable future. For the remainder of fiscal 1997, the Company has plans for
the expenditure of approximately $47 million of capital in the construction or
expansion of its distribution facilities. In addition, ongoing maintenance
capital expenditures are expected to total approximately $17 million.
FORWARD-LOOKING STATEMENTS
From time to time Rykoff-Sexton may publish forward-looking statements about
anticipated results. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. In order to comply
with the terms of the safe harbor, the Company notes that such
forward-looking statements are based upon internal estimates which are
subject to change because they reflect preliminary information and management
assumptions, and that a variety of factors could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements. The
factors which could cause actual results or outcomes to differ from such
expectations include the extent of the company's success in (i) integrating
all operations within the planned time frame; (ii) achieving increased sales
and marketing allowances from its enhanced purchasing leverage; and (iii)
achieving budgeted cost reductions, as well as gains or losses from sales of
the company's operations, along with the uncertainties and other factors,
including unusually adverse weather conditions, described from time to time
in the company's SEC filings and reports. This report includes
"forward-looking statements" including, without limitation, statements as to
liquidity and capital resources.
9
<PAGE>
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the thirteen
weeks ended September 28, 1996.
10
<PAGE>
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.
RYKOFF-SEXTON, INC.
Date: November 7, 1996 /s/MARK VAN STEKELENBURG
---------------------------------
Mark Van Stekelenburg
Chairman and Chief Executive Officer
Date: November 7, 1996 /s/RICHARD J. MARTIN
---------------------------------
Richard J. Martin
Senior Vice President and
Chief Financial Officer
Date: November 7, 1996 /s/ROBERT D. SMITH
---------------------------------
Robert D. Smith
Assistant Controller
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-30-1996
<PERIOD-END> SEP-28-1996
<CASH> 49,266
<SECURITIES> 0
<RECEIVABLES> 39,465
<ALLOWANCES> 0
<INVENTORY> 249,737
<CURRENT-ASSETS> 388,439
<PP&E> 425,885
<DEPRECIATION> 151,622
<TOTAL-ASSETS> 1,274,731
<CURRENT-LIABILITIES> 387,423
<BONDS> 506,750
0
0
<COMMON> 2,805
<OTHER-SE> 335,073
<TOTAL-LIABILITY-AND-EQUITY> 1,274,731
<SALES> 904,827
<TOTAL-REVENUES> 904,827
<CGS> 727,440
<TOTAL-COSTS> 155,928
<OTHER-EXPENSES> 6,070
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,898
<INCOME-PRETAX> 4,119
<INCOME-TAX> 2,071
<INCOME-CONTINUING> 2,046
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,046
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
</TABLE>
