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: March 31, 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 No.: 33-62598
Fairfield Manufacturing Company, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 63-0500160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
U. S. 52 South, Lafayette, IN 47903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 474-3474
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
The number of shares outstanding of each of the issuer's classes of common
stock as of March 31, 1996 is as follows:
7,701,000 shares of Common Stock
<PAGE> 1
FAIRFIELD MANUFACTURING COMPANY, INC.
Form 10-Q
March 31, 1996
PART I - FINANCIAL INFORMATION
Page
Number
Item 1 - Financial Statements:
Consolidated Balance Sheets, March 31, 1996 (Unaudited) and 3
December 31, 1995
Consolidated Statements of Operations for the three months 4
ended March 31, 1996 and 1995 (Unaudited)
Consolidated Statements of Cash Flows for the three months 5
ended March 31, 1996 and 1995 (Unaudited)
Consolidated Statement of Stockholder's Equity for the 6
three months ended March 31, 1996 (Unaudited)
Notes to Consolidated Financial Statements 7-8
Item 2 - Management's Discussion and Analysis of Financial 9-11
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 5 - Other Information 11
Item 6 - Exhibits and Reports on Form 8-K Reference is 11
made to Exhibit Index, beginning on page 13 herein.
Reports on Form 8-K, none.
SIGNATURE 12
EXHIBIT INDEX 13-17
<PAGE> 2
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, 1996 December 31,
(Unaudited) 1995
ASSETS
Current assets:
Cash and cash equivalents $ 102 $ 4,324
Trade receivables, less allowance of 26,236 24,328
$600 in 1996 and 1995
Inventories 20,386 24,912
Other 862 897
Total current assets 47,586 54,461
Property, plant and equipment, net 71,279 71,056
Other assets:
Excess of investment over net assets 53,698 54,098
acquired, less accumulated
amortization of $10,661 in 1996 and
$10,261 in 1995
Deferred financing costs, less 3,383 3,540
accumulated amortization of $1,842
in 1996 and $1,685 in 1995
Total other assets 57,081 57,638
Total assets $175,946 $183,155
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 2,000 $ 3,000
Due to parent 270 807
Accounts payable 14,806 11,150
Accrued liabilities 14,574 17,524
Deferred income taxes 4,700 4,700
Total current liabilities 36,350 37,181
Accrued retirement costs 14,758 14,758
Deferred income taxes 11,198 11,258
Long-term debt 101,750 110,000
Stockholder's equity:
Common stock:
Par value $.01 per share, 10,000,000 77 77
shares authorized, 7,701,000 issued
and outstanding in 1996 and
7,676,000 in 1995
Paid in capital 35,588 35,209
Retained deficit (23,775) (25,328)
Total stockholder's equity 11,890 9,958
Total liabilities and stockholder's $175,946 $183,155
equity
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE> 3
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
For the three For the three
months ended months ended
March 31, 1996 March 31,
1995
Net sales $ 51,340 $ 42,964
Cost of sales 41,675 34,601
Gross profit 9,665 8,363
Selling, general and administrative 3,638 3,228
expenses
Amortization of excess of investment 400 410
over net assets acquired
Operating income 5,627 4,725
Interest expense, net 2,914 3,084
Amortization of deferred financing costs 156 178
Other expense, net 21 67
Income before income taxes 2,536 1,396
Provision for income taxes 983 630
Net income $1,553 $766
Income per share data:
Net income per common share $0.20 $0.25
Weighted average common shares 7,676,275 3,016,347
outstanding
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE> 4
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
For the three For the three
months ended months ended
March 31, 1996 March 31,
1995
Cash flows from operating activities:
Net income $ 1,553 $ 766
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 3,318 3,145
Decrease in deferred income taxes (60) (330)
Changes in assets and liabilities:
(Increase) in trade receivables (1,908) (2,999)
Decrease in receivable from parent - 922
Decrease (increase) in inventories 4,526 (1,984)
Decrease (increase) in other assets 35 (568)
(Decrease) in payable due to parent (537) -
Increase in accounts payable 3,353 3,430
Decrease (increase) in accrued (3,100) 755
liabilities
(Increase) decrease in accrued 150 (603)
retirement costs
Net cash provided by operating 7,330 2,534
activities
Cash flows from investing activities:
Additions to plant and equipment (2,681) (1,580)
Cash flows from financing activities:
Proceeds from additional capital 379 349
contribution
Proceeds from issuance/borrowings of 5,000 4,000
long-term debt
Payment of debt issuance costs - (133)
Payment of long-term debt (14,250) (1,500)
Net cash (used in) provided by (8,871) 2,716
financing activities
Net (decrease) increase in cash and (4,222) 3,670
cash equivalents
Cash and cash equivalents:
Beginning of period 4,324 1,450
End of period $ 102 $ 5,120
Supplemental schedule of cash flow
information:
Cash paid for:
Interest $ 5,524 $ 5,448
Taxes to parent $ 1,000 $ -
Non cash investing activities:
Additions to plant and equipment
included in accounts payable at
March 31, 1996 and 1995 of $303 and
$4,298, respectively, are excluded
from the change in accounts payable
and additions to plant and
equipment above.
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE> 5
FAIRFIELD MANUFACTURING COMPANY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(In thousands)
(Unaudited)
Additional Stock-
Common Paid-in Accumulated holder's
Stock Capital Deficit Equity
Balance, December 31, 1995 $ 77 $35,209 $(25,328) $ 9,958
Issuance of Common Stock - - - -
Capital contribution - 379 - 379
Net Income - - 1,553 1,553
Balance, March 31, 1996 $ 77 $35,588 $(23,775) $11,890
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE> 6
FAIRFIELD MANUFACTURING COMPANY, INC.
NOTES to CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Interim Financial Information:
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-
X. Accordingly, certain information and footnote disclosures normally included
in financial statements prepared under generally accepted accounting principles
have been condensed or omitted pursuant to such regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows have been included. The results for the three
months ended March 31, 1996 and 1995 are not necessarily indicative of the
results to be expected for the full year or for any interim period.
2. Parent Company of Registrant:
The Company was acquired by Central Alabama Grain Company, Inc., ("CAG") a
wholly owned subsidiary of Lancer Industries Inc., in a purchase transaction on
August 21, 1989.
On March 31, 1995, the Company merged with and into CAG, with CAG
continuing as the surviving corporation of the mergers. Concurrent with the
mergers, CAG changed its name to Fairfield Manufacturing Company, Inc.
3. Inventories:
Inventories consist of the following:
March 31, 1996 December 31, 1995
(In thousands)
Raw materials $ 3,845 $ 4,039
Work in process 8,548 10,978
Finished goods 8,588 10,350
20,981 25,367
Less: excess of FIFO cost over LIFO (595) (455)
cost
$ 20,386 $ 24,912
<PAGE> 7
4. Income per Common Share:
Net income per common share is based on the weighted average number of
common shares outstanding during the period, which, for the three months ended
March 31, 1996 was 7,676,275 and for March 31, 1995 was 3,016,347. The increase
in the weighted average common shares outstanding is due to the Company issuing
additional shares of its common stock to Lancer in consideration of certain
capital contributions made by Lancer to the Company, primarily pursuant to the
Tax Sharing Agreement.
5. Debt:
In connection with the refinancing of certain indebtedness, the Company
entered into a Credit Agreement (as amended, the "Credit Agreement") with a
senior lending institution which provided for a revolving credit facility (the
"Revolving Credit Facility") and a term loan (the "Term Loan"). In order to
meet future business demands, the Company amended the Credit Agreement during
March 1995. The Term Loan amortization, as amended, is payable quarterly
through December 1999. The Revolving Credit Facility commitment was increased
from $15,000,000 to $20,000,000 and at the option of the Company may be
increased by an additional $5,000,000 and matures December 1999.
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company's net sales for the three months ended March 31, 1996 were
$51.3 million, an increase of $8.4 million, or 19.5%, compared to the three
months ended March 31, 1995. Increased sales volumes of the Company's products
are the result of additional outsourcing by captive gear manufacturers,
continued growth in sales of products and applications developed over the last
few years, increases in manufacturing capabilities, and improvements in the
markets served by our customers.
The backlog of orders to be shipped in the next six months was, as of March
31, 1996, $80.4 million, down from $124.8 million one year earlier. Due to
capacity constraints, only $98.3 million of the $124.8 million was shipped by
September 30, 1995. Capital investments made during 1996 and 1995 have
significantly reduced these capacity constraints.
The Company's gross profit in the first quarter of 1996 was $9.7 million,
or 18.8% of net sales, compared to $8.4 million, or 19.5% of net sales, for the
first quarter of 1995. The decreased profit percentage resulted primarily from
slight increases in material and manufacturing costs.
Selling, general and administrative expense ("SG&A") was $3.6 million, or
7.1% of net sales, for the three months ended March 31, 1996, compared to $3.2
million, or 7.5% of net sales, in the comparable 1995 period. The $.4 million
increase in SG&A expense from 1995 is results principally from the higher sales
volume and costs related to new product introduction.
<PAGE> 9
Earnings from operations for the three months ended March 31, 1996 were
$5.6 million, or 11.0% of net sales compared to $4.7 million, or 11.0% of net
sales for the comparable 1995 period.
Interest expense in the first quarters of 1996 and 1995 was $2.9 million
and $3.1 million, respectively. Interest expense decreased due to a combination
of lower interest rates and a lower average debt balance during the quarter
ended March 31, 1996 versus the comparable 1995 period.
The Company's income before income taxes was $2.5 million for the first
quarter of 1996, compared to $1.4 million for the comparable 1995 period.
The Company's net income was $1.6 million for the first three months of
1996 as compared to $0.8 million for the comparable 1995 period.
Liquidity and Capital Resources
The Company's liquidity requirements have been met by funds provided by
operations and short-term borrowings under its Credit Facilities.
Net cash provided by operations for the three months ended March 31, 1996
was $7.3 million, an increase of $4.8 million compared with net cash provided by
operations of $2.5 million in the comparable 1995 period. The favorable
comparison to the prior-year period was due to improved cash availability from
working capital changes, primarily a $6.5 million reduction in inventory due to
improved manufacturing cycle times.
<PAGE> 10
Capital expenditures for various machine tools, equipment and building
improvement items totaled $3.0 million and $5.9 million during the first three
months of 1996 and 1995, respectively. Of the $3.0 million in 1996, $.3 million
has been funded by an increase in accounts payable in the balance sheet versus
$4.3 million of the $5.9 million of capital expenditures in 1995. The capital
expenditures for both 1996 and 1995 were principally targeted at increasing
capacity and productivity to meet heightened customer demand.
The Company believes that the amounts available under the existing credit
facilities and cash flow from operations will provide adequate liquidity for the
foreseeable future.
PART II - OTHER INFORMATION
Item 5. Other Information
On August 21, 1989, Lancer Industries, Inc. ("Lancer"), through a wholly-
owned subsidiary, Fairfield Holdings, Inc. ("Holdings"), purchased the Company
from Envirosource, Inc. Holdings was a wholly-owned, non-operating subsidiary
of Central Alabama Grain Company, Inc. ("CAG"), another wholly-owned, non-
operating subsidiary of Lancer. On March 31, 1995, the Company and Holdings
merged, pursuant to two separate mergers, with and into CAG, with CAG continuing
as the surviving corporation of the mergers. Concurrent with the mergers, CAG
changed its name to Fairfield Manufacturing Company, Inc.
Item 6. Exhibits and Reports on Form 8K
See Exhibit Index
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
FAIRFIELD MANUFACTURING COMPANY, INC.
Dated: May 14, 1996 By /s/RICHARD A. BUSH
Richard A. Bush
Vice President Finance
<PAGE> 12
EXHIBIT INDEX
Exhibit Description
No.
(2) (a) Articles of Merger and related Plan of Merger
under the state of Indiana of Fairfield
Manufacturing Company, Inc. with and into
Central Alabama Grain Company, Inc. dated March
31, 1995, incorporated by reference from
Exhibit 2(a) to Fairfield's Form 10-K as filed
with the Securities and Exchange Commission on
March 22, 1995 (the "1994 Form 10-K").
(2) (b) Certificate of Ownership and Merger, merging
Fairfield Manufacturing Company, Inc. into
Central Alabama Grain Company, Inc.,
incorporated by reference from Exhibit 2(b) to
the 1994 Form 10-K.
(3) (a) Restated Certificate of Incorporation of
Fairfield Manufacturing Company, Inc. formally
known as Central Alabama Grain Company, Inc.,
incorporated by reference from Exhibit 3(b) to
the 1994 Form 10-K.
(3) (c) By-Laws of Central Alabama Grain Company, Inc.,
incorporated by reference from Exhibit 3(c) to
the 1994 Form 10-K.
(4) (a) Indenture, dated as of July 7, 1993, between
the Company and First Fidelity Bank, National
Association, New York, as trustee, incorporated
by reference from Exhibit 4(a) to Fairfield's
Form 10-Q as filed with the Securities and
Exchange Commission on August 16, 1993 (the
"Second Quarter 1993 Form 10-Q").
(4) (b) Supplemental Indenture No. 1, dated March 31,
1995, between Central Alabama Grain Company,
Inc. as successor-in-interest to Fairfield
Manufacturing Company, Inc. and First Fidelity
Bank, National Association, as trustee,
incorporated by reference from Exhibit 4(b) to
the 1994 Form 10-K.
(9) Voting Trust Agreement
Not Applicable.
(10) (a) Loan Agreement, dated as of July 7, 1993, among
the Company, the lenders named therein and
General Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(a) to
the Second Quarter 1993 Form 10-Q.
(10) (b) Amended and Restated Warrant Agreement, dated
as of July 7, 1993, among the Company, Mitsui
Nevitt Capital Corporation and Principal Mutual
Life Insurance Company, incorporated by
reference from Exhibit 10(b) to the Second
Quarter 1993 Form 10-Q.
<PAGE> 13
(10) (c) Security Agreement, dated as of July 7, 1993,
between the Company and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(c) to the Second
Quarter 1993 Form 10-Q.
(10) (d) Security Agreement, dated as of July 7, 1993,
between T-H Licensing, Inc. ("T-H Licensing")
and General Electric Capital Corporation, as
agent, incorporated by reference from Exhibit
10(d) to the Second Quarter 1993 Form 10-Q.
(10) (e) Stock Pledge Agreement, dated as of July 7,
1993, between the Company and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(e) to the Second
Quarter 1993 Form 10-Q.
(10) (f) Stock Pledge Agreement, dated as of July 7,
1993, between Fairfield Holdings, Inc. and
General Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(f) to
the Second Quarter 1993 Form 10-Q.
(10) (g) Trademark Security Agreement, dated as of July
7, 1993, between the Company and General
Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(g) to
the Second Quarter 1993 Form 10-Q.
(10) (h) Trademark Security Agreement, dated as of July
7, 1993, between T-H Licensing, Inc. and
General Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(h) to
the Second Quarter 1993 Form 10-Q.
(10) (i) Patent Security Agreement, dated as of July 7,
1993, between the Company and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(i) to the Second
Quarter 1993 Form 10-Q.
(10) (j) Patent Security Agreement, dated as of July 7,
1993, between T-H Licensing and General
Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(j) to
the Second Quarter 1993 Form 10-Q.
(10) (k) Subsidiary Guaranty, dated as of July 7, 1993,
between T-H Licensing and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(k) to the Second
Quarter 1993 Form 10-Q.
(10) (l) Mortgage, Assignment of Leases, Rents and
Profits, Security Agreement and Fixture Filing,
dated as of July 7, 1993, between the Company
and General Electric Capital Corporation, as
agent, incorporated by reference from Exhibit
10(l) to the Second Quarter 1993 Form 10-Q.
<PAGE> 14
(10) (m) Collection Account Agreement, dated as of July
7, 1993, among the Company and General Electric
Capital Corporation, and acknowledged by Bank
One, Lafayette, N.A., incorporated by reference
from Exhibit 10(m) to the Second Quarter 1993
Form 10-Q.
(10) (n) Used Machinery Account Agreement, dated as of
July 7, 1993, among the Company and General
Electric Capital Corporation, and acknowledged
by Bank One, Lafayette, N.A., incorporated by
reference from Exhibit 10(n) to the Second
Quarter 1993 Form 10-Q.
(10) (o) Quitclaim Grant of Security Interest, dated as
of July 7, 1993, between the Company and
General Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(o) to
the Second Quarter 1993 Form 10-Q.
(10) (p) Supplemental Quitclaim Grant of Security
Interest (Patents only), dated as of July 7,
1993, between the Company and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(p) to the Second
Quarter 1993 Form 10-Q.
(10) (q) First Amendment to Loan Agreement, dated as of
September 30, 1994, among the Company, the
lenders named therein and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(q) to Fairfield's
Form 10-Q as filed with the Securities and
Exchange Commission on November 14, 1994.
(10) (r) Second Amendment to Loan Agreement, dated as of
March 30, 1995, among the Company, the lenders
named therein and General Electric Capital
Corporation, as agent, incorporated by
reference from Exhibit 10(r) to the 1994 Form
10-K.
(10) (s) Third Amendment to Loan Agreement, dated as of
March 31, 1995, among the Company, the lenders
named therein and General Electric Capital
Corporation, as agent, incorporated by
reference from Exhibit 10(s) to the 1994 Form
10-K.
(10) (t) First Amendment to Mortgage Assignment of
Leases, Rents and Profits, Security Agreement
and Fixture Filing, dated as of March 31, 1995,
between the Company and General Electric
Capital Corporation, as agent, incorporated by
reference from Exhibit 10(t) to the 1994 Form
10-K.
(10) (u) Stock Pledge Agreement, dated as of March 31,
1995, between Lancer Industries Inc. and
General Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(u) to
the 1994 Form 10-K.
(10) (v) Amended and Restated Security Agreement, dated
as of March 31, 1995, between the Company and
General Electric Capital Corporation, as agent,
incorporated by reference from Exhibit 10(v) to
the 1994 Form 10-K.
<PAGE> 15
(10) (w) The Employment and Non-Competition Agreement,
dated as of January 1, 1992, between the
Company and W. B. Lechman, as amended on
February 22, 1994 and December 19, 1995,
incorporated by reference from Exhibit 10(w) to
Fairfield's Form 10-K as filed with the
Securities and Exchange Commission on March 15,
1996 (the "1995 Form 10-K").
(10) (x) The Fairfield Manufacturing Company, Inc.
Equity Participation Plan, dated August 21,
1989, incorporated by reference from Exhibit
10(x) to the 1995 Form 10-K.
(10) (y) The Collective Bargaining Agreement, ratified
October 28, 1995, between the Company and
United Auto Workers' Local 2317, incorporated
by reference from Exhibit 10(y) to the 1995
Form 10-K.
(10) (z) The Tax Sharing Agreement, dated as of July 18,
1990, between Fairfield Manufacturing Company,
Inc. and Lancer Industries Inc., incorporated
by reference from Exhibit 10(z) to the 1995
Form 10-K.
(10) (aa) The Fairfield Manufacturing Company, Inc.
(1992) Supplemental Executive Retirement Plan,
incorporated by reference from Exhibit 10(aa)
to the 1995 Form 10-K.
(10) (bb) Letter Agreement, dated December 29, 1989,
granting exclusive license from T-H Licensing,
Inc. to Fairfield Manufacturing Company, Inc.,
incorporated by reference from Exhibit 10(bb)
to the 1995 Form 10-K.
(11) Statement re computation of per share earnings.
Not Applicable.
(12) Statement re Computation of ratios.
Not Applicable.
(13) Annual Report to Security Holders, Form 10-Q or
Quarterly Report to Security Holders.
Not Applicable.
(16) Letter re Change in Certifying Accountant.
Not Applicable.
(18) Letter re change in accounting principles.
Not Applicable.
(21) Subsidiaries of Fairfield Manufacturing
Company, Inc.
T-H Licensing, Inc.
<PAGE> 16
(22) Published report regarding matters submitted to
vote of security holders.
Not Applicable.
(23) Consents of experts and counsel.
Not Applicable.
(24) Power of attorney.
Not Applicable.
(28) Information from Reports Furnished to State
Insurance Regulatory Authorities.
Not Applicable.
(99) Additional exhibits.
Not Applicable.
<PAGE> 17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 102
<SECURITIES> 0
<RECEIVABLES> 26,836
<ALLOWANCES> (600)
<INVENTORY> 20,386
<CURRENT-ASSETS> 47,586
<PP&E> 71,279
<DEPRECIATION> 0
<TOTAL-ASSETS> 175,946
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 77
<OTHER-SE> 11,813
<TOTAL-LIABILITY-AND-EQUITY> 175,946
<SALES> 51,340
<TOTAL-REVENUES> 51,340
<CGS> 41,675
<TOTAL-COSTS> 41,675
<OTHER-EXPENSES> 4,038
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,070
<INCOME-PRETAX> 2,536
<INCOME-TAX> 983
<INCOME-CONTINUING> 1,553
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,553
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
