<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended May 23, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _________________
Commission file number: 33-63372
PUEBLO XTRA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 65-0415593
- ---------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1300 N.W. 22nd Street
Pompano Beach, Florida 33069
- ------------------------------------------ ----------------------------------
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 977-2500
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
--- ---
Number of shares of the Registrant's Common Stock, $ .10 par value,
outstanding as of June 23, 1998 -- 200.
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS
Page(s)
-------
<S> <C>
Consolidated Balance Sheets (Unaudited) -
May 23, 1998 and January 31, 1998.................................................................3-4
Consolidated Statements of Operations (Unaudited) -
Sixteen weeks ended May 23, 1998
and May 17, 1997....................................................................................5
Consolidated Statements of Cash Flows (Unaudited) -
Sixteen weeks ended May 23, 1998
and May 17, 1997....................................................................................6
Notes to Consolidated Financial Statements (Unaudited) .........................................................7-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..............................................................9-12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................................................13
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
May 23, January 31,
1998 1998
-------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,397 $ 28,770
Accounts receivable 6,408 2,845
Inventories 60,735 55,945
Assets held for sale 2,190 4,711
Prepaid expenses 16,339 10,461
Deferred income taxes 6,966 6,993
-------- --------
TOTAL CURRENT ASSETS 98,035 109,725
-------- --------
PROPERTY AND EQUIPMENT
Land and improvements 16,501 16,143
Buildings and improvements 63,677 63,936
Furniture, fixtures and equipment 105,385 102,799
Leasehold improvements 36,554 36,214
Construction in progress 7,987 5,191
-------- --------
230,104 224,283
Less accumulated depreciation and amortization 104,023 97,419
-------- --------
126,081 126,864
Property under capital leases, net 8,753 8,980
-------- --------
TOTAL PROPERTY AND EQUIPMENT 134,834 135,844
GOODWILL, net of accumulated amortization of $24,630
at May 23, 1998 and $23,082 at January 31, 1998 177,088 178,636
DEFERRED INCOME TAXES 11,157 11,145
TRADENAMES 30,438 30,704
DEFERRED CHARGES AND OTHER ASSETS 35,205 36,122
-------- --------
TOTAL ASSETS $486,757 $502,176
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-3-
<PAGE> 4
CONSOLIDATED BALANCE SHEETS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
May 23, January 31,
1998 1998
--------- ---------
<S> <C> <C>
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 63,887 $ 69,340
Accrued expenses 42,429 51,584
Salaries, wages and benefits payable 11,959 11,701
Current obligations under capital leases 630 635
--------- ---------
TOTAL CURRENT LIABILITIES 118,905 133,260
LONG-TERM DEBT, net of current portion 10,000 10,000
NOTES PAYABLE 257,740 257,428
CAPITAL LEASE OBLIGATIONS, net of current portion 7,321 7,513
RESERVE FOR SELF-INSURANCE CLAIMS 10,552 11,206
DEFERRED INCOME TAXES 24,985 24,985
OTHER LIABILITIES AND DEFERRED CREDITS 29,477 30,479
--------- ---------
TOTAL LIABILITIES 458,980 474,871
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDER'S EQUITY
Common stock, $.10 par value; 200 shares authorized
and issued -- --
Additional paid-in capital 91,500 91,500
Accumulated deficit (63,723) (64,195)
--------- ---------
TOTAL STOCKHOLDER'S EQUITY 27,777 27,305
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 486,757 $ 502,176
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-4-
<PAGE> 5
CONSOLIDATED STATEMENTS OF OPERATIONS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
16 weeks 16 weeks
ended ended
May 23, May 17,
1998 1997
------------ ------------
<S> <C> <C>
Net sales $ 245,649 $ 297,192
Cost of goods sold 166,916 219,701
--------- ---------
GROSS PROFIT 78,733 77,491
--------- ---------
OPERATING EXPENSES
Selling, general and administrative expenses 57,003 59,634
Depreciation and amortization 11,979 12,048
--------- ---------
OPERATING PROFIT 9,751 5,809
Interest expense on debt (8,946) (8,668)
Interest expense on capital lease
obligations (333) (366)
Interest and investment income, net 278 300
--------- ---------
INCOME, (LOSS), BEFORE
INCOME TAXES AND
EXTRAORDINARY ITEM 750 (2,925)
Income tax (expense), benefit (278) 579
--------- ---------
INCOME, (LOSS), BEFORE
EXTRAORDINARY ITEM 472 (2,346)
Extraordinary item:
Loss on early extinguishment of debt, net of
deferred income taxes of $1,567 -- (2,444)
--------- ---------
NET INCOME, (LOSS) $ 472 $ (4,790)
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-5-
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
16 weeks ended 16 weeks ended
May 23, May 17,
1998 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 472 $ (4,790)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities, net of effects of disposal of
Florida retail operations:
Extraordinary loss on early extinguishment of debt -- 2,444
Depreciation and amortization of property and equipment 7,022 7,209
Amortization of intangible and other assets 4,956 4,839
Amortization of bond discount 312 48
Deferred income taxes 15 (859)
(Gain) / Loss on disposal of property and equipment, net (454) 104
Decrease (increase) in deferred charges, goodwill, and other assets 37 (3,435)
Decrease in reserve for self-insurance claims (654) (925)
Increase (decrease) in other liabilities and deferred credits (77) 774
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (3,562) 1,475
Increase in inventories (7,366) (1,453)
Increase in prepaid expenses (5,879) (7,851)
Increase (decrease) in accounts payable and accrued expenses (14,351) 5,940
Increase in income taxes payable -- 73
-------- --------
(19,529) 3,593
Decrease attributable to disposal of Florida retail operations (925) (632)
-------- --------
Net cash provided by (used in) operating activities (20,454) 2,961
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (6,049) (2,458)
Proceeds from disposal of property and equipment 3,327 18
Proceeds from disposal of Florida retail operations -- 10,000
Proceeds from sales of marketable securities -- 89
-------- --------
Net cash provided by (used in) investing activities (2,722) 7,649
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments from notes payable to a related party -- (10,000)
Principal payments on long-term debt -- (61,227)
Principal payments on short-term debt -- (17,750)
Principal payments on capital lease obligations (197) (183)
Proceeds from long-term borrowing -- 76,712
-------- --------
Net cash used in financing activities (197) (12,448)
-------- --------
Net decrease in cash and cash equivalents (23,373) (1,838)
Cash and cash equivalents at beginning of period 28,770 12,148
-------- --------
Cash and cash equivalents at end of period $ 5,397 $ 10,310
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest $ 12,930 $ 2,920
Income taxes (net of refunds) 597 (983)
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
-6-
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Unaudited)
NOTE 1 -- INTERIM FINANCIAL STATEMENTS
With respect to the unaudited financial information for the 16 weeks
ended May 23, 1998 and May 17, 1997, it is the opinion of management of Pueblo
Xtra International, Inc. and its wholly-owned subsidiaries (collectively, the
"Company") that the adjustments necessary to prepare a fair statement of the
results for such interim periods have been included. Such adjustments were of a
normal and recurring nature.
Operating results for the 16 weeks ended May 23, 1998 and May 17, 1997
are not necessarily indicative of results that may be expected for the full
fiscal years. The Company's fiscal year ends on the last Saturday in January.
Reclassifications
Certain amounts in the prior year's consolidated financial statements
and related notes have been reclassified to conform to the current year's
presentation.
NOTE 2 -- INVENTORY
The results of the Company's operations reflect the application of the
last-in, first-out ("LIFO") method of valuing certain inventories of grocery,
non-food and dairy products. Since an actual valuation of inventories under the
LIFO method is only made at the end of a fiscal year based on inventory levels
and costs at that time, interim LIFO calculations are based on management's
estimates of expected year-end inventory levels and costs and are subject to
year-end adjustments.
NOTE 3 -- DEBT
On April 29, 1997, the Company entered into a refinancing plan (the
"Refinancing Plan"), which included the issuance and sale of $85.0 million
principal amount of 9 1/2% Series C Senior Notes Due 2003 (the "Series C Senior
Notes"), the terms of which are substantially identical to those of the
Company's $180 million principal amount of 9 1/2% Senior Notes (the "Notes"),
which were issued in 1993. The net proceeds from the sale of the Series C Senior
Notes of approximately $73.9 million after deducting expenses, together with
available cash of the Company, were used to repay the senior secured
indebtedness outstanding under the Bank Credit Agreement dated July 31, 1993
(the "Old Bank Credit Agreement"). In connection with the Refinancing Plan, the
Company entered into an amended bank credit agreement (the "New Bank Credit
Agreement"), which provides for a $65.0 million revolving credit facility with
less restrictive covenants compared to the Old Bank Credit Agreement. After the
issuance of standby letters of credit in the amount of $15.3 million, as of May
23, 1998, the Company has borrowing availability on a revolving basis of $49.7
million under the New Bank Credit Agreement. This transaction resulted in an
extraordinary loss of $2.4 million, net of deferred income taxes of $1.6
million, by reason of the early extinguishment of debt. As of May 23, 1998, the
Company had no borrowings outstanding under the revolver of the New Bank Credit
Agreement.
-7-
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
(Unaudited)
NOTE 3 -- DEBT (Continued)
In connection with the Refinancing Plan, on April 29, 1997, the Company
satisfied $10 million of indebtedness payable to a related party by transferring
its interest in two real estate properties from its closed Florida operations to
such related party.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW AND BASIS OF PRESENTATION
The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the consolidated
financial statements and notes thereto included elsewhere in this Form 10-Q.
SELECTED OPERATING RESULTS
(AS A PERCENTAGE OF SALES)
<TABLE>
<CAPTION>
16 WEEKS ENDED
---------------------------------------------
May 23, 1998 May 17, 1997
---------------- -------------------
<S> <C> <C>
Gross Profit 32.1% 26.1%
Selling, General & Administrative
Expenses 23.2 20.1
EBITDA (1) 8.9 6.0
Depreciation & Amortization 4.9 4.1
Operating Profit 4.0 2.0
Income (loss) Before Income Taxes
& Extraordinary Item 0.3 (1.0)
Net Income (loss) 0.2 (1.6)
</TABLE>
- ----------
(1) Represents income before interest, income taxes, and depreciation and
amortization. EBITDA, as disclosed herein, is neither a measurement
pursuant to generally accepted accounting principles (GAAP) nor a
measurement of operating results and is included for informative
purposes only.
RESULTS OF OPERATIONS
As the market leader in Puerto Rico and the U.S. Virgin Islands, the
Company operated a total of 50 supermarkets and 44 BLOCKBUSTER video stores as
of May 23, 1998. The history of store openings, closings and conversions of
in-store PUEBLO VIDEO CLUB outlets to in-store BLOCKBUSTER outlets through May
23, 1998, since the end of the same period of the prior year, as well as the
store
-9-
<PAGE> 10
RESULTS OF OPERATIONS (CONTINUED)
composition, is set forth in the tables below:
<TABLE>
<CAPTION>
<S> <C>
Stores in operation at May 17, 1997 81
Stores opened:
Supermarkets --
BLOCKBUSTER video store conversions from supermarket in-store video outlets 13
----------
Stores in operation at May 23, 1998 94
==========
</TABLE>
<TABLE>
<CAPTION>
May 23, 1998 May 17, 1997
------------------------------------------------
<S> <C> <C>
Store composition at quarter-end:
Retail food stores 50 50
BLOCKBUSTER video stores 44 31
By location:
Puerto Rico 86 73
U.S. Virgin Islands 8 8
</TABLE>
The following is the summary of total and comparable store sales:
<TABLE>
<CAPTION>
PERCENTAGE INCREASE, (DECREASE) IN SALES FOR THE
PERIOD ENDED MAY 23, 1998
---------------------------------------------------------------
<S> <C>
Total Sales (17.34)
=====================
Comparable Stores:
Retail Food Division (20.02)
=====================
Blockbuster Video 21.09
=====================
Total Comparable Store Sales (18.51)
=====================
</TABLE>
Competition, resetting supermarkets in key markets to reposition Pueblo
by offering a broader product mix while eliminating marginally profitable
product lines and changing the promotional program from the first quarter of
last year are the primary factors contributing to the decline in sales. The
basic change in the supermarket marketing efforts has been to improve
profitability by promoting both selection and value across the merchandising mix
rather than promotional items alone. This was offset by an increase in sales for
the Blockbuster division as a result of the expansion from twenty-seven stores
at the beginning of last year to forty-four at the start of the current year.
Gross profit margin for the 16 weeks ended May 23, 1998, as a
percentage of sales (gross profit rate), was 32.1% compared to 26.1% for the
same period last year. Approximately two-thirds of the increase in the
consolidated gross profit rate is a result of the Retail Food Division's
operations. Decreased inventory shrinkage, improved acquisition costs and the
change in the Division's promotional programs are primary factors contributing
to this increase. The remainder of the increase in the consolidated gross profit
rate is attributable to expansion of the Blockbuster Division which has resulted
in that division representing a larger portion of consolidated sales and
therefore, consolidated gross profit.
Selling, general and administrative expenses for the 16 weeks ended May
23, 1998, as a percentage of sales, were 23.2% compared to 20.1% of sales for
the first quarter of the prior year.
-10-
<PAGE> 11
RESULTS OF OPERATIONS (CONTINUED)
However, selling, general and administrative expenses for the 16 weeks
ended May 23, 1998 decreased by $2.6 million in comparison to the first quarter
last year. The $2.6 million decrease is due to a $3.3 million decrease in the
Retail Food Division store operating expenses and the non-recurrence of $0.6
million of consulting fees which were incurred during the first quarter of last
year. These decreases in costs were offset by a $1.3 million increase in the
Blockbuster Division operating costs as a result of the expansion of the chain.
Depreciation and amortization for the 16 weeks ended May 23, 1998
decreased by $0.1 million in comparison to the same period last year.
Interest expense, net of interest and investment income, for the 16
weeks ended May 23, 1998 increased by $0.3 million or 3.1%, compared to the same
period last year due primarily to the Refinancing Plan, as described in Note
3-Debt.
The income tax expense for the 16 weeks ended May 23, 1998 was $0.3
million compared to the income tax benefit of $0.6 million for the 16 weeks
ended May 17, 1997. The income tax expense for the 16 weeks ended May 23, 1998
is a result of permanent book-tax differences such as goodwill that are added
back to pretax income (loss). The pretax loss for the 16 weeks ended May 17,
1997 created a tax benefit because it was large enough to exceed any permanent
book-tax differences. The pretax income for the 16 weeks ended May 23, 1998 was
not sufficient to exceed the permanent book-tax differences and therefore this
was a tax expense.
During the 16 weeks ended May 17, 1997, the Company recorded a $2.4
million extraordinary loss, net of deferred income taxes of $1.6 million, by
reason of the early extinguishment of debt due to the Refinancing Plan as
described in Note (3) - Debt of the notes to the Company's consolidated
financial statements in this Form 10-Q. The extraordinary loss pertains to the
unamortized portion of deferred costs associated with the Old Bank Credit
Agreement.
LIQUIDITY AND CAPITAL RESOURCES
Company operations have historically provided a cash flow which, along
with the available credit facility, have provided adequate liquidity for the
Company's operational needs.
On April 29, 1997 the Company entered into a refinancing plan (the
"Refinancing Plan") in connection with which it issued $85.0 million principal
amount of 9 1/2% Series C Senior Notes Due 2003 (the "Series C Senior Notes").
The net proceeds from the sale of the Notes of approximately $73.9 million after
deducting expenses, together with available cash of the Company, were used to
repay the senior secured indebtedness outstanding under the Old Bank Credit
Agreement. In connection with the Refinancing Plan, the Company entered into the
New Bank Credit Agreement, which provides for a $65.0 million revolving credit
facility with less restrictive covenants compared to the Old Bank Credit
Agreement. After the issuance of standby letters of credit in the amount of
$15.3 million, as of May 23, 1998, the Company has borrowing availability on a
revolving basis of $49.7 million under the New Bank Credit Agreement. As of May
23, 1998, the Company had no borrowings outstanding under the revolver of the
New Bank Credit Agreement.
Net cash used in operating activities was $20.5 million for the 16
weeks ended May 23, 1998.
The working capital deficit during the 16 weeks ended May 23, 1998
decreased from $23.5 million at January 31, 1998 to of $20.9 million at May 23,
1998.
-11-
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Net cash used in investing activities was $2.7 million for the 16 weeks
ended May 23, 1998. Total capital expenditures, net of proceeds from disposals,
were $2.7 million for the 16 weeks ended May 23, 1998.
Net cash used in financing activities decreased to $0.2 million for the
16 weeks ended May 23, 1998. On April 29, 1997, the Company entered into a
Refinancing Plan (as described above) which provided net proceeds of $76.7
million. These proceeds together with available cash were used to repay $63.0
million in term loans and $16.0 million in revolving loans under the Old Bank
Credit Agreement. The Company also satisfied $10.0 million of indebtedness
payable to a related party for the 16 weeks ended May 17, 1997.
The Company believes that the cash flows generated by its normal
business operations together with its available credit facility will be adequate
for its liquidity and capital resource needs.
IMPACT OF INFLATION AND CURRENCY FLUCTUATIONS
The inflation rate for food prices continues to be lower than the
overall increase in the U.S. Consumer Price Index. The Company's primary costs,
products and labor, can be affected by inflation. Increases in inventory costs
can typically be passed on to the customer. Other cost increases must be
recovered through operating efficiencies and improved gross margins. Currency in
Puerto Rico and the U.S. Virgin Islands is the U.S. dollar. As such, the Company
has no exposure to foreign currency fluctuations.
FORWARD LOOKING STATEMENTS
Certain of the matters discussed under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this Form 10-Q contain certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, concerning the
Company's belief that the cash flows generated by its normal business operations
together with its available credit facility will be adequate for its liquidity
and capital resource needs. These statements are based on the Company's
expectations and are subject to various risks and uncertainties. Actual results
could differ materially from those anticipated due to a number of factors,
including but not limited to the Company's substantial indebtedness and high
degree of leverage, which continue as a result of the Refinancing Plan
(including limitations on the Company's on ability to obtain additional
financing and trade credit, to apply operating cash flow for purposes in
addition to debt service, to respond to price competition in economic downturns
and to dispose of assets pledged to secure such indebtedness or to freely use
proceeds of any such dispositions), the Company's limited geographic markets and
competitive conditions in the markets in which the Company operates and buying
patterns of consumers.
-12-
<PAGE> 13
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
None.
-13-
<PAGE> 14
SIGNATURE
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.
PUEBLO XTRA INTERNATIONAL, INC.
Dated: June 23, 1998 /s/ Daniel J. O'Leary
--------------------------------
Daniel J. O' Leary
Executive Vice President
and Chief Financial Officer
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS ON PAGES
THREE THROUGH FIVE OF THE COMPANY'S FORM 10-Q FOR THE 16 WEEKS ENDED MAY 23,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> MAY-23-1998
<CASH> 5,397
<SECURITIES> 0
<RECEIVABLES> 6,408
<ALLOWANCES> 0
<INVENTORY> 60,375
<CURRENT-ASSETS> 98,035
<PP&E> 241,564
<DEPRECIATION> 106,729
<TOTAL-ASSETS> 486,757
<CURRENT-LIABILITIES> 118,905
<BONDS> 275,379
0
0
<COMMON> 0
<OTHER-SE> 27,777
<TOTAL-LIABILITY-AND-EQUITY> 486,757
<SALES> 245,649
<TOTAL-REVENUES> 245,649
<CGS> 166,916
<TOTAL-COSTS> 68,941
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,000
<INCOME-PRETAX> 750
<INCOME-TAX> (278)
<INCOME-CONTINUING> 472
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 472
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
