Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 27, 1998 Commission File Number 0-1989
Seneca Foods Corporation
(Exact name of Company as specified in its charter)
New York 16-0733425
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1162 Pittsford-Victor Road, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code 716/385-9500
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
Check mark indicates whether Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding
12 months (or for such shorter period that the Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
The number of shares outstanding of each of the issuer's classes of common stock
at the latest practical date are:
Class Shares Outstanding at July 31, 1998
Common Stock Class A, $.25 Par 3,187,808
Common Stock Class B, $.25 Par 2,796,555
<PAGE>
<TABLE>
PART I FINANCIAL INFORMATION
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands of Dollars)
<CAPTION>
6/27/98 3/31/98
------- -------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Short-term Investments $ 3,116 $ 4,077
Accounts Receivable, Net 40,699 48,647
Inventories:
Finished Goods 148,272 118,067
Work in Process 23,053 25,440
Raw Materials 59,428 50,537
------- -------
230,753 194,044
Off-Season Reserve (Note 3) 26,112 -
Deferred Tax Asset (Net) 3,870 3,870
Refundable Income Taxes 551 1,576
Other Current Assets 1,194 1,680
-------------- ---------------
Total Current Assets 306,295 253,894
Property, Plant and Equipment, Net 214,188 218,408
Other Assets 2,556 2,624
-------------- ---------------
$523,039 $474,926
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 82,112 $ 62,270
Accounts Payable 75,440 46,540
Accrued Expenses 23,920 21,210
Current Portion of Long-Term Debt and Capital
Lease Obligations 11,564 11,575
--------------- ---------------
Total Current Liabilities 193,036 141,595
Long-Term Debt 218,984 219,023
Capital Lease Obligations 8,814 8,835
Deferred Income Taxes 6,221 7,598
Other Long-Term Liabilities 8,984 8,750
10% Preferred Stock, Series A, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
10% Preferred Stock, Series B, Voting, Cumulative,
Convertible, $.025 Par Value Per Share 10 10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value 50 50
Common Stock 2,677 2,666
Paid in Capital 6,585 5,913
Net Unrealized Gain on Available-For-Sale Securities 901 1,026
Retained Earnings 76,767 79,450
--------------- ---------------
Stockholders' Equity 87,000 89,125
--------------- ---------------
$523,039 $474,926
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In Thousands, except Share Data)
<CAPTION>
Three Months Ended
6/27/98 6/28/97
------- -------
<S> <C> <C>
Net Sales $ 103,494 $ 105,078
Costs and Expenses:
Cost of Product Sold 93,830 90,381
Selling, General, and Administrative 6,811 7,929
Interest Expense 6,798 6,469
------------------ -----------------
Total Costs and Expenses 107,439 104,779
------------------ -----------------
Earnings (Loss) Before Income Taxes (3,945) 299
Income Taxes (1,262) 107
------------------ -----------------
Net Earnings (Loss) $ (2,683) $ 192
================== =================
Net Earnings (Loss) Applicable to
Common Stock (2,683) 192
Weighted Average Common
Shares Outstanding 5,954,574 5,939,680
Basic and Diluted Earnings Per
Share of Common Stock (Exhibit II):
Net Earnings (Loss) $ (.45) $ .03
================= =================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<CAPTION>
Three Months Ended
6/27/98 6/28/97
------- -------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Earnings (Loss) $ (2,683) $ 192
Adjustments to Reconcile Net Earnings to
Net Cash Used by Operating Activities:
Depreciation and Amortization 7,252 6,785
Deferred Income Taxes (1,305) -
Changes in Working Capital:
Accounts Receivable 7,948 (1,064)
Inventories (36,709) (33,652)
Off-Season Reserve (26,112) (33,660)
Other Current Assets 486 (760)
Income Taxes 1,025 (1,282)
Accounts Payable and
Accrued Expenses 32,527 53,334
------------------ -----------------
Net Cash Used
by Operations (17,571) (10,107)
------------------ -----------------
Cash Flows From Investing Activities:
Additions to Property, Plant,
and Equipment (3,146) (6,205)
Disposals 113 -
Acquisitions - (53,672)
------------------ -----------------
Net Cash Used in Investing
Activities (3,033) (59,877)
------------------ -----------------
Cash Flows From Financing Activities:
Notes Payable 19,842 69,490
Other (128) 17
Payments and Current Portion of Long-Term
Debt and Capital Lease Obligations (71) (61)
Long-Term Borrowing - 106
Dividends - -
------------------ -----------------
Net Cash Provided by
Financing Activities 19,643 69,552
------------------ -----------------
Net Decrease in Cash and Short-
Term Investments (961) (432)
Cash and Short-Term Investments,
Beginning of Period 4,077 1,584
------------------ -----------------
Cash and Short-Term Investments,
End of Period $ 3,116 $ 1,152
================== ==================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>
<PAGE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 27, 1998
1. Consolidated Condensed Financial Statements
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are normal
and recurring in nature, necessary to present fairly the financial
position of the Company as of June 27, 1998 and March 31, 1998 and
results of operations for the three month periods ended June 27, 1998
and June 28, 1997. All significant intercompany transactions and
accounts have been eliminated in consolidation. The March 31, 1998
balance sheet was derived from audited financial statements.
The results of operations for the three month periods ended June 27,
1998 and June 28, 1997 are not necessarily indicative of the results to
be expected for the full year.
The accounting policies followed by the Company are set forth in Note 1
to the Company's financial statements in the 1998 Seneca Foods
Corporation Annual Report and 10-K.
Other footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these consolidated
condensed financial statements be read in conjunction with the financial
statements and notes included in the Company's 1998 Annual Report and
10-K.
2. Basic earnings per share are calculated on the basis of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share"
which the Company adopted in the fourth quarter of 1998. The additional
shares and dividends were not considered in the diluted calculation
since diluting a loss is not allowed under SFAS No. 128.
3. Off-Season Reserve is the excess of absorbed expenses over incurred
expenses to date. The seasonal nature of the Company's Food Processing
business results in a timing difference between expenses (primarily
overhead expenses) incurred and absorbed into product cost. All
Off-Season Reserve balances are zero at fiscal year end.
4. On June 22, 1998, the Company entered into a Stock Purchase Agreement
with Carl Marks Strategic Investments, L.P., a Delaware limited
partnership, Carl Marks Strategic Investments II, L.P., and related
entities (collectively, the "New Investors"), whereby the New Investors
agreed to purchase from the Company 1,166,667 shares of Convertible
Participating Preferred Stock, with $0.025 par value per share (the "New
Preferred Stock") for a total investment of $14,000,004 (or $12.00 per
share)(the "Stock Purchase Agreement"). The shares of New Preferred Stock
are convertible immediately on a share-for-share basis into shares of the
Company's Class A common stock, $0.25 par value per share ("Class A
Common Stock"). To complete the equity investment transaction
contemplated by the Stock Purchase Agreement, the Company will declare a
distribution payable to
<PAGE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 27, 1998
the holders of Class A Common Stock and Class B common stock, $0.25 par value
per share ("Class B Common Stock") whereby each holder (a "Rights Holder") will
receive one-half of a right (the "Right") to purchase at a subscription price of
$12.00 per share, (the "Subscription Price") shares of the New Preferred Stock
(the "Rights Offering"). Each whole Right will entitle the Rights Holder to
receive, upon payment of the Subscription Price, one share of New Preferred
Stock.
The New Investors have agreed to purchase from the Company up to 2,500,000
shares of New Preferred Stock which the Company's shareholders do not purchase
in the Rights Offering. Under no circumstances shall the Company be required to
issue more than 4,166,667 shares of New Preferred Stock, or a total sale of
$50,000,004 (the "$50 Million Limit") to the New Investors and shareholders who
exercise their purchase rights under the Rights Offering in the total equity
investment transaction. This limitation affects only the purchase rights of the
New Investors. Assuming (i) the New Investors acquire the maximum number of
shares which they can acquire in the Transaction; (ii) the New Investors convert
all shares of New Preferred Stock acquired by them into shares of Class A Common
Stock and, except for that conversion, neither reduce nor increase their
aggregate holdings of Company voting stock; (iii) the Wolcott and Kayser
families neither reduce nor increase their aggregate holdings of Company voting
stock after the Transaction; and (iv) the Company issues no more shares of
voting stock after the Transaction except in conversion of New Preferred Stock:
(A) the New Investors will own, in the aggregate, 4.6% of the voting power of
the Company and (B) the combined voting power of the New Investors and certain
long-standing shareholders of the Company that are related to the New Investors
through family relationships and the common ownership of family-held investments
will own, in the aggregate, 16.6% of the voting power of the Company in the
election of directors. The Wolcott and Kayser family shareholders referred to in
the following paragraph would then own 40% of the total voting power of the
Company in the election of directors.
Pursuant to the terms of the Stock Purchase Agreement, the New Investors have
the option to purchase for $12.00 per share up to 1,181,996 shares (the "Option
Shares") of New Preferred Stock prior to the Rights Offering and prior to the
closing of the Transaction. The New Investors may elect to purchase the Option
Shares by providing written notice to the Company setting forth the aggregate
number of Option Shares purchased and the date of such purchase (which must be
prior to the closing and no earlier than 15 business days after the date of such
notice). The New Investors' right to purchase the Option Shares shall expire
immediately prior to the closing of the Transaction.
Concurrently with the Stock Purchase Agreement, the New Investors, the Company,
and certain of its substantial shareholders, entered into a Shareholders
Agreement dated as of June 22, 1998 (the "Shareholders Agreement") whereby
certain substantial shareholders of the Company, including the Wolcott and
Kayser families, agreed that they would not exercise, sell or otherwise transfer
the Rights to which they were entitled pursuant to the terms of the Rights
Offering. The Pillsbury Company has separately agreed that it will not exercise,
sell or otherwise transfer the Rights to which it is entitled pursuant to the
terms of the Rights Offering. The members of the Kayser and Wolcott families
have also agreed to certain restrictions on sales by them of shares of (i) Class
A Common Stock, (ii) Class B Common Stock, (iii) New Preferred Stock and (iv)
other securities of the Company that are entitled to vote in the election of
directors (the "Shares") including a general restriction against sales of Shares
to third persons within two years of the closing of the final transaction of the
equity investment.
<PAGE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 27, 1998
The consummation of the Stock Purchase Agreement, the Shareholders Agreement and
Rights Offering result in significant participation by the New Investors in the
governance of the Company. The number of directors comprising the Company's
Board of Directors will be increased from seven to nine members, with the two
new positions being filled by designees of the New Investors (the "Investor
Designees"). The Investor Designees will continue to be nominated for election
to the Board and shareholders who executed the Shareholders Agreement will
continue to vote for the Investor Designees until the Stock Purchase Agreement
is terminated or such time as the New Investors no longer own, in the aggregate,
at least 10% of the Company's Class A Common Stock (assuming conversion of all
shares of the New Preferred Stock into Class A Common Stock). The Shareholders
Agreement also requires that the Investor Designees will comprise at least 22%
of any committee of the Board of Directors. Moreover, the Company has agreed to
require unanimous approval of the Company's Board of Directors (excluding
directors who abstain from voting) for certain defined "major corporate
actions", including (i) any amendment or modification to the Company's
Certificate of Incorporation or Bylaws; (ii) any business combination; (iii) any
sale or transfer of all or substantially all of the assets of the Company; (iv)
certain issuances of securities; (v) any acquisition or disposition or series of
related acquisitions or dispositions of assets involving gross consideration in
excess of $15 million; (vi) certain changes in the Company's line of business;
(vii) any change in the Company's certified public accountants; (viii) the
settlement of certain litigation; or (ix) the commencement by the Company of
proceedings relating to bankruptcy, insolvency, reorganization or relief of
debtors. The requirement of unanimous Board approval (excluding directors who
abstain from voting) terminates when the New Investors no longer own, in the
aggregate, at least 15% of the Company's Class A Common Stock (assuming
conversion of all shares of New Preferred Stock into shares of Class A Common
Stock).
Pursuant to the terms of the Stock Purchase Agreement, the Company has agreed
that between June 22, 1998 and the closing of the transaction, it will not
declare or pay any dividends on its capital stock (except for amounts owing to
holders of certain existing classes of its preferred stock).
On June 19, 1998, the Board of Directors of the Company exempted the New
Investors and their affiliates from the provisions of Section 912(b) of the New
York Business Corporation Law, which impose certain restrictions and limitations
on certain "business combinations" between the Company and an "interested
shareholder" as such quoted terms are defined in Section 912.
Pursuant to a Registration Rights Agreement dated June 22, 1998, the Company
granted to the New Investors certain registration rights under the Securities
Act of 1933 (the "Registration Rights") with respect to the shares purchased by
the New Investors pursuant to the Stock Purchase Agreement and the Rights
Offering. The Registration Rights Agreement gives the New Investors, subject to
certain limitations, (i) demand Registration Rights and (ii) Registration Rights
to participate in other public securities offerings initiated on behalf of the
Company or other holders.
<PAGE>
SENECA FOODS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 27, 1998
To effect the foregoing Stock Purchase Agreement and Rights Offering, the
Company will amend its Certificate of Incorporation to: (i) increase the
number of authorized shares of Class A Common Stock from 10,000,000
shares to 20,000,000 shares; (ii) increase the number of authorized
shares of Preferred Stock with $.025 par value per share, Class A from
4,000,000 shares to 8,200,000 shares; (iii) set forth the rights,
preferences and limitations of the New Preferred Stock; (iv) require
unanimous board approval, in accordance with Section 709 of the New York
Business Corporation Law, of the major corporate actions; and (v) remove
the acquisition by the New Investors of Class A Common Stock issuable
upon conversion of the New Preferred Stock from the operation of certain
provisions of the Certificate of Incorporation with respect to the
purchase of Class A Common Stock. Consequently, the complete equity
investment transaction cannot be effected without prior shareholder
approval. The Wolcott and Kayser family shareholders who signed the
Shareholder Agreement and The Pillsbury Company have agreed to vote all
their shares of the Company's voting stock in favor of the amendments to
the Certificate of Incorporation.
The Company intends to use the proceeds from the total equity investment
to reduce the Company's indebtedness.
5. As stated in our 1998 Annual Report, effective April 1, 1998, the Company
adopted SFAS No. 130, "Reporting Comprehensive Income." This statement
requires reporting and disclosure of comprehensive income and its
components in financial statement format. Comprehensive income is defined
as the change in equity of a business enterprise during a period from
transaction and other events and circumstances from nonowner sources. The
Company has determined that at March 31, 1998 it will display
comprehensive income in a separate statement of comprehensive income. The
Company's comprehensive earnings were as follows (In Thousands):
Three Months Ended
June 27,
1998 1997
---- ----
Net Earnings (Loss) (2,683) 192
Other Comprehensive Earnings, Net of Tax:
Net Unrealized Gain Change on Moog, Inc. Stock (125) 229
---------------------
Comprehensive Earnings (Loss) (2,808) 421
=====================
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION RESULTS OF OPERATIONS
June 27, 1998
Results of Operations:
Sales:
Sales reflect a decrease of 1.6% for the first three months versus 1997. The
lower sales, in large part, are due to lower canned vegetables and juice and
fruit quantities sold under the Company's Non-Alliance business. Non-Alliance
vegetable sales quantities were down 2.9% while juice and fruit sales quantities
were down 3.4%.
Costs and Expenses:
The following table shows costs and expenses as a percentage of sales:
Three Months Ended
6/27/98 6/28/97
------- -------
Cost of Product Sold 90.7% 86.1%
Selling 5.0 6.1
Administrative 1.5 1.4
Interest Expense 6.6 6.1
-------------------------
103.8% 99.7%
=========================
Higher Cost of Product Sold percentages (i.e. lower Gross Margins) reflect, in
part, substantially lower selling prices in the juice and fruit business.
Income Taxes:
The effective tax rate used in fiscal 1998 is 32% and 1997 is 36%.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 27, 1998
Financial Condition:
The financial condition of the Company is summarized in the following table and
explanatory review (In Thousands):
<TABLE>
<CAPTION>
For the Quarter For the Year
Ended June Ended March
---------- -----------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Working Capital Balance $113,259 $105,241 $112,299 $128,732
Quarter Change 960 (23,491) - -
Notes Payable 82,112 87,490 62,270 18,000
Long-Term Debt 227,798 224,169 227,858 224,128
Current Ratio 1.59:1 1.52:1 1.79:1 2.65:1
Inventory (Average) Turnover 1.8 1.9 3.7 3.5
</TABLE>
The change in the Working Capital for the June 1998 quarter from the June 1997
quarter is largely due to the two acquisitions in the prior year and lower
capital expenditures in the current year quarter than the prior year quarter
($3,146,000 as compared to $6,205,000 last year).
As part of the Alliance with Pillsbury (see 1998 Annual Report for details),
Pillsbury takes Green Giant inventory as it needs it or at least by the
take-or-pay date (varies by commodity).
See Consolidated Condensed Statements of Cash Flows for further details.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
See Note 4 to the Consolidated Condensed Financial
Statements for explanation of a Rights Offering and Stock
Purchase Agreement.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
2(a) The Stock Purchase Agreement dated as of June 22, 1998 (incorporated by
reference to Exhibit 2(a) to the Company's Current Report on Form 8-K
filed July 2, 1998)
(b) The Shareholders Agreement dated as of June 22, 1998 (incorporated by
reference to Exhibit 2(b) to the Company's Current Report on Form 8-K
filed July 2, 1998)
(c) The Registration Rights Agreement dated as of June 22, 1998
(incorporated by reference to Exhibit 2(c) to the Company's Current
Report on Form 8-K filed July 2, 1998)
3(a) Certificate of Amendment to the Company's Restated Certificate of
Incorporation, as amended setting forth the terms of the New Preferred
Stock (incorporated by reference to Exhibit 3(i) to the Company's
Current Report on Form 8-K filed July 2, 1998)
10(a) Amendment No. 1 to Alliance Agreement dated February 25, 1997
(incorporated by reference to Exhibit 10(b)(ii)
of amendment No. 1 to the Company's Registration Statement on Form S-1
(no. 333-58739) filed on August 7, 1998).
<PAGE>
(b) Amendment No. 2 to Alliance Agreement dated July 1, 1998
(incorporated by reference to Exhibit 10(b)(iii)
of amendment No. 1 to the Company's Registration Statement on Form S-1
(no. 333-58739) filed on August 7, 1998).
11 (11) Computation of earnings per share (filed herewith)
27 (27) Financial Data Schedules (filed herewith)
99(a) Subscription Certificate for the shares of Convertible Participating
Preferred Stock (incorporated by reference to Exhibit 99(a) of amendment
No. 1 to the Company's Registration Statement on Form S-1 (no.
333-58739)filed on August 7, 1998).
(b) Notice of Guaranteed Delivery for Subscription Certificates issued by
the Company (incorporated by reference to Exhibit 99(b) of amendment
No. 1 to the Company's Registration Statement on Form S-1 (no.
333-58739) filed on August 7, 1998)
(c) Instructions to Shareholders as to Use of the Company's Subscription
Certificates (incorporated by reference to Exhibit 99(c) of amendment
No. 1 to the Company's Registration Statement on Form S-1 (no.
333-58739) filed on August 7, 1998)
Reports on Form 8-K - June 22, 1998 concerning of a Rights Offering and Stock
Purchase Agreement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Seneca Foods Corporation
(Company)
/s/Kraig H. Kayser
------------------------
August 11, 1998 Kraig H. Kayser
President and
Chief Executive Officer
/s/Jeffrey L. Van Riper
------------------------
August 11, 1998 Jeffrey L. Van Riper
Controller and
Chief Accounting Officer
<PAGE>
<TABLE>
EXHIBIT 11
SENECA FOODS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In thousands except share data)
<CAPTION>
Three Months Ended
6/27/98 6/28/97
------- -------
<S> <C> <C>
Net Earnings Applicable to Common Stock:
Net Earnings $ (2,683) $ 192
Deduct Preferred Cash Dividends - -
----------------------------------
Net Earnings Applicable to
Common Stock $ (2,683) $ 192
==================================
Weighted Average Common
Shares Outstanding 5,954,574 5,939,680
Effect of Common Stock Equivalent - -
---------------------------------
Weighted Average Common Shares Outstanding
for Primary Earnings per Share 5,954,574 5,939,680
=================================
Basic and Diluted
Earnings Per Share $ (.45) $ .03
================================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Commercial and Industrial Companies
Article 5 of Regulation S-X
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> JUN-27-1998
<CASH> 3116
<SECURITIES> 0
<RECEIVABLES> 40847
<ALLOWANCES> 148
<INVENTORY> 230753
<CURRENT-ASSETS> 306295
<PP&E> 395332
<DEPRECIATION> 181144
<TOTAL-ASSETS> 523039
<CURRENT-LIABILITIES> 193036
<BONDS> 227798
0
70
<COMMON> 2677
<OTHER-SE> 84253
<TOTAL-LIABILITY-AND-EQUITY> 523039
<SALES> 103494
<TOTAL-REVENUES> 103494
<CGS> 93830
<TOTAL-COSTS> 93830
<OTHER-EXPENSES> 6811
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6798
<INCOME-PRETAX> (3945)
<INCOME-TAX> (1262)
<INCOME-CONTINUING> (2683)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2683)
<EPS-PRIMARY> (0.45)
<EPS-DILUTED> (0.45)
<FN>
Other Expenses is Selling, General and Administrative Expenses
</FN>
</TABLE>
