<PAGE> 1
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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 quarterly period ended June 28, 1997
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 33-70442
DAN RIVER INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1854637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2291 Memorial Drive 24541
Danville, Virginia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (804) 799-7000
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 common stock outstanding as of June 28, 1997:
Class A: 726,454 Shares
Class B: 82,413 Shares
There are 16 pages in the sequentially numbered, manually signed original of
this report.
Exhibit Index is on page 15.
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<PAGE>
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
See Following Pages.
<PAGE>
<PAGE> 3
DAN RIVER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 28, June 28,
1996 1997
------------ ------------
<S> <C> <C>
(Dollars in thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 5,042 $ 1,823
Accounts receivable, net 55,782 70,457
Inventories 72,493 95,951
Prepaid expenses and other current assets 1,275 4,456
Deferred income taxes 5,643 5,313
------------ ------------
Total current assets 140,235 178,000
Property, plant and equipment 274,698 307,369
Less accumulated depreciation and amortization (99,348) (102,008)
------------ ------------
Net property, plant and equipment 175,350 205,361
Other assets 5,465 7,026
------------ ------------
$ 321,050 $ 390,387
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 6,990 $ 10,774
Accounts payable 21,531 26,936
Accrued compensation and related benefits 13,652 15,994
Other accrued expenses 4,771 8,514
------------ ------------
Total current liabilities 46,944 62,218
Other liabilities:
Long-term debt 162,478 212,726
Deferred income taxes 17,857 15,279
Other deferred items 6,147 10,226
------------ ------------
Total other liabilities 186,482 238,231
Common stock subject to put rights 9,726 10,884
Shareholders' equity:
Common stock, Class A, $.01 par value; 1,500,000
shares authorized; 726,454 shares issued and
outstanding 7 7
Common stock, Class B, $.01 par value; 1,500,000
shares authorized; 82,413 shares issued and
outstanding 1 1
Additional paid-in capital 64,801 63,643
Retained earnings 13,698 16,012
Pension liability adjustment (609) (609)
------------ ------------
Total shareholders' equity 77,898 79,054
------------ ------------
$ 321,050 $ 390,387
============ ============
</TABLE>
See accompanying notes.<PAGE>
<PAGE> 4
DAN RIVER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- ----------------------
June 29, June 28, June 29, June 28,
1996 1997 1996 1997
--------- -------- -------- --------
<S> <C> <C> <C> <C>
(Dollars in thousands)
Net sales $ 93,203 $ 122,199 $ 176,941 $ 227,935
Costs and expenses:
Cost of sales 74,940 95,133 145,074 180,720
Selling, general
and administrative
expenses 11,542 13,237 22,956 25,098
Other operating
costs, net - 7,875 - 7,875
--------- --------- --------- ---------
Operating income 6,721 5,954 8,911 14,242
Other income 121 83 377 123
Interest expense (4,633) (5,514) (9,442) (10,599)
--------- --------- --------- ---------
Income (loss) before
income taxes 2,209 523 (154) 3,766
Provision (benefit) for
income taxes 873 202 (62) 1,452
--------- --------- --------- ---------
Net income (loss) $ 1,336 $ 321 $ (92) $ 2,314
========= ========= ========= =========
</TABLE>
<PAGE>
<PAGE> 5
DAN RIVER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
---------------------------
June 29, June 28,
1996 1997
------------ ------------
(Dollars in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (92) $ 2,314
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Noncash interest expense 594 621
Depreciation and amortization 10,413 14,042
Deferred income taxes (118) (2,248)
Loss on writedown/disposal of equipment 97 46
Writedown-plant closure -- 7,875
Changes in operating assets and liabilities,
net of business acquired:
Accounts receivable 4,123 2,323
Inventories 1,929 (11,143)
Prepaid expenses and other assets (491) (980)
Accounts payable and accrued expenses (2,236) 3,806
Other liabilities 216 1,079
---------- -----------
Net cash provided by operating
activities 14,435 17,735
Cash flows from investing activities:
Total capital expenditures (16,207) (7,285)
Plant and equipment acquired in
exchange for debt 3,224 12
Accrued equipment purchases (1,357) (1,209)
---------- -----------
Capital expenditures in cash (14,340) (8,482)
Acquisition of business -- (66,330)
Proceeds from sale of discontinued product line 2,455 --
Proceeds from sale of assets 1,675 1,722
---------- -----------
Net cash used by investing activities (10,210) (73,090)
Cash flows from financing activities:
Payments of long-term debt (15,200) (5,473)
Net borrowings - working capital facility (13,526) (1,900)
Proceeds from issuance of long-term debt 25,313 60,783
Payments of debt issuance costs -- (1,274)
---------- -----------
Net cash provided (used) by financing
activities (3,413) 52,136
---------- -----------
Net increase (decrease) in cash and cash equivalents 812 (3,219)
Cash and cash equivalents at beginning of period 1,540 5,042
---------- -----------
Cash and cash equivalents at end of period $ 2,352 $ 1,823
========== ===========
</TABLE>
See accompanying notes.<PAGE>
<PAGE> 6
DAN RIVER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of Dan River Inc. and its wholly-owned subsidiary,
Dan River Factory Stores, Inc. (together, the "Company"). In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of results for the interim
periods presented have been included. Interim results are not necessarily
indicative of results for a full year. For further information, refer to
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 28, 1996.
2. Inventories
The components of inventory are as follows:
<TABLE>
<CAPTION>
December 28, June 28,
1996 1997
------------ ------------
(Dollars in thousands)
<S> <C> <C>
Finished goods $ 24,558 $ 28,823
Work in process 38,274 54,213
Raw materials 2,679 3,592
Supplies 6,982 9,323
-------- --------
Total Inventories $ 72,493 $ 95,951
======== ========
</TABLE>
<PAGE>
<PAGE> 7
DAN RIVER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Shareholders' Equity
Activity in Shareholders' Equity is as follows:
<TABLE>
<CAPTION>
Total
Additional Pension Share-
Common Stock Paid-In Retained Liability holders'
Class A Class B Capital Earnings Adjustment Equity
------- -------- ---------- -------- ---------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance at Decem-
ber 28, 1996 $ 7 $ 1 $64,801 $13,698 $ (609) $77,898
Change in common
stock subject to
put rights -- -- (1,158) -- -- (1,158)
Net income -- -- -- 2,314 -- 2,314
------ ------ ------- ------- -------- ------
Balance at June
28, 1997 $ 7 $ 1 $63,643 $16,012 $ (609) $79,054
======= ======= ======= ======= ========= =======
</TABLE>
4. Other Operating Costs, Net
During the quarter ended June 28, 1997, the Company recorded a pre-tax
charge of $7,875,000 as a result of its decision to close its Riverside
apparel fabrics weaving operation in Danville, Virginia. The charge
includes $373,000 for severance and other benefits related to
approximately 200 employees. The remainder of the charge relates
principally to writedowns and other costs associated with the divestitures
of real estate and equipment. The Company anticipates that the facility
will be closed during the second half of 1997 and that substantially all
of the facility's assets will be relocated or disposed of within a 2-year
period.
5. Income Taxes
At December 28, 1996, the Company had net operating loss carryforwards of
$900,000, which expire in 2005. In addition, the Company had available a
minimum tax credit carryforward of $8,100,000, and investment credit and
other general business credit carryforwards of $5,300,000. If not used,
substantially all of the investment credit and other general business
credit carryforwards will expire in the years 1997 through 2000.
On September 3, 1991, the Company completed a financial restructuring (the
"Restructuring") which involved issuing common and preferred stock to
various parties. The Company believes that the Restructuring did not
<PAGE>
<PAGE>8
result in a "change in ownership" under Section 382 of the Internal
Revenue Code. However, Section 382 and related regulations promulgated by
the Internal Revenue Service (IRS) are extremely complex, and the
Company's assessment of whether or not a "change in ownership" occurred
involves judgments as to certain factual issues and interpretations as to
certain legal issues for which there is little guidance.
From the date of the Restructuring through December 28, 1996, the Company
utilized an aggregate of $16,876,000 in net operating loss carryforwards
and $1,723,000 in general business credit carryforwards for federal income
tax purposes that are subject to review by the IRS. The utilization of
these carryforwards and related tax benefits could be significantly
restricted or eliminated if the Restructuring is ultimately deemed to
constitute a "change in ownership."
6. Acquisition
On February 3, 1997, the Company acquired substantially all the assets of
The New Cherokee Corporation ("TNCC") for $65 million in cash, subject to
a working capital adjustment, and the assumption of certain operating
liabilities. The purchase price and associated fees and expenses of
approximately $2 million were funded at closing with $12.1 million of cash
on hand, and borrowings under a new working capital line of credit and
term loan of $19.9 million and $35 million, respectively. In July 1997,
as a result of the working capital adjustment, the Company received $1.7
million from an escrow deposit. The acquisition has been accounted for
using the purchase method of accounting and the preliminary allocation of
the purchase price did not result in the recording of goodwill.
The following summarized, unaudited pro forma results of operations assume
the acquisition of TNCC had occurred at the beginning of each period
presented. The pro forma information is presented for informational
purposes and is not indicative of results which would have occurred or
which may occur in the future.
<TABLE>
<CAPTION>
Six Months Ended
---------------------------
June 29, June 28,
1996 1997
------------ ------------
(Dollars in thousands)
<S> <C> <C>
Net sales $226,506 $237,145
Net income (loss) (1,533) 2,785
</TABLE>
<PAGE>
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
Acquisition of The New Cherokee Corporation
The Company acquired substantially all the assets and assumed certain
liabilities of The New Cherokee Corporation ("TNCC") for $63.3 million in cash.
TNCC manufactured and sold substantially the same types of light weight yarn
dyed apparel fabrics as the Company. The results of TNCC have been included
since the date acquired, February 3, 1997.
The purchase included the inventory, receivables, property, plant, and
equipment of TNCC, including the Sevierville Plant located in Sevierville,
Tennessee, the Spindale Plant in Spindale, North Carolina, and the Harris
Finishing Plant in Harris, North Carolina. The Company also assumed certain
liabilities of TNCC including trade payables and some accrued liabilities.
Funding for the acquisition is described in the Liquidity and Capital Resources
portion of this section.
General
Net sales for the second quarter of 1997 were $122.2 million, an increase of
$29.0 million or 31.1%, compared to the second quarter of 1996. Sales of home
fashions products increased $2.1 million or 3.6%, while sales of apparel
fabrics were up $26.9 million or 77.6%.
The increase in sales in home fashions products resulted from higher unit
volumes and higher average pricing reflecting a better sales mix of products.
The increase in sales of apparel fabrics resulted primarily from the
acquisition of TNCC on February 3, 1997. Unit volume of apparel fabrics more
than doubled, offset by lower average pricing reflecting a less rich sales mix
that included lower price greige fabrics that are sold to the converter trade.
Gross profit for the second quarter of 1997 was $27.1 million, 22.1% of sales,
up $8.8 million or 48.2% from the second quarter of 1996, during which gross
profit represented 19.6% of sales. The increase in gross profit was due to
higher unit volumes, better manufacturing performance (particularly in apparel
fabrics where there was increased activity levels) and lower raw material
prices.
The Company incurred a one-time charge in the second quarter of 1997 as a
result of the decision to close its Riverside apparel fabrics weaving operation
in Danville, Virginia. The production from this facility will be moved to
other company facilities. Accordingly, its closure will reduce fixed costs
without any decrease in production. The $7.9 million pre-tax charge, reflected
under "Other Operating Costs, Net", includes $0.4 million for severance and
other employee benefit costs. The remainder of the charge relates principally
to writedowns and other costs associated with the divestiture of real estate
and equipment.
Selling, general and administrative expenses for the second quarter of 1997
were $13.2 million (10.8% of sales) as compared to $11.5 million (12.4% of <PAGE>
<PAGE> 10
sales) during the second quarter of 1996. The increase relates to higher
incentive compensation expense, increased product design and rollout costs
associated with the introduction of the Nautica(R) brand of home fashions
products and increased selling and administrative expense as a result of the
acquisition of TNCC.
Due to the factors described above, operating income of $6.0 million was down
$767,000 or 11.4% from the second quarter of 1996. Excluding the one-time
charge related to the closure of the Riverside Plant, operating income would
have been $13.8 million, an increase of $7.1 million or 106% compared with the
second quarter of 1996.
Interest expense for the second quarter of 1997 was $5.5 million, an increase
of $0.9 million or 19.0% from the second quarter of 1996. The increase in
interest expense was due to higher debt levels reflecting the acquisition of
TNCC offset somewhat by lower average rates. The lower average rates reflect
the acquisition debt related to TNCC, most of which is financed at floating
rates which are lower than the Company's fixed rate public debt, thereby
reducing the average interest rate.
An income tax provision of $0.2 million was recorded in the second quarter of
1997 (38.6% of pre-tax income), compared to a provision of $0.9 million (39.5%
of pretax income) for the second quarter of 1996. Accordingly, the Company
recorded net income of $0.3 million for the second quarter of 1997 compared to
$1.3 million for the second quarter of 1996.
Net sales for the first six months of 1997 were $227.9 million, which was $51.0
million (28.8%) higher than the corresponding period in 1996. Sales of home
fashions products were up $3.6 million or 3.2%, while sales of apparel fabrics
were up $47.4 million or 73.9% during the applicable period.
The increase in sales of home fashions products for the first six months of
1997 as compared to the corresponding period in 1996 was due to higher unit
volume offset somewhat by lower average pricing. The increase in sales of
apparel fabrics resulted primarily from the acquisition of TNCC on February 3,
1997. Unit volumes more than doubled for the six months ended June 28, 1997.
This was offset somewhat by lower average pricing reflecting a less rich sales
mix that includes lower price greige fabrics that are sold to the converter
trade.
Gross profit for the first six months of 1997 was $47.2 million (20.7% of
sales) up $15.3 million or 48.2% from the first six months of 1996, during
which gross margins were 18.0% of sales. The increase in gross profit was due
to higher unit volumes, better manufacturing performance (particularly in
apparel fabrics where there was increased activity levels) and lower raw
material prices.
The Company incurred a one-time charge of $7.9 million in the second quarter of
1997 primarily as a result of the decision to close its Riverside apparel
fabrics weaving operation. The charge is more fully described above in the
discussion of the results for the three months ended June 28, 1997.
Selling, general and administrative expenses for the first six months of 1997
were $2.1 million (9.3%) higher than the corresponding period during 1996. The
<PAGE>
<PAGE> 11
increase was caused by higher incentive compensation expense, increased product
design and rollout costs associated with the introduction of the Nautica(R)
brand of home fashions products, and increased selling and administrative
expense as a result of the acquisition of TNCC. For the six months, these
expenses represented 11.0% of sales as compared to 13.0% of sales for the
comparable period in 1996.
For the reasons described above, operating income was $14.2 million, up $5.3
million or 59.8% from the first six months of 1996.
Interest expense for the first six months of 1997 was $10.6 million up $1.2
million or 12.3% from the first six months of 1996. The increase in interest
expense was due to higher debt levels reflecting the acquisition of TNCC offset
somewhat by lower average rates. The lower average rates reflect the
acquisition debt related to TNCC, most of which is financed at floating rates
which are lower that the Company's fixed rate public debt, thereby reducing the
average interest rate.
An income tax provision of $1.5 million was recorded for the first six months
of 1997 (38.6% of pretax income), compared to an income tax benefit of $0.1
million recorded for the first six months of 1996. Accordingly, the Company
recorded net income of $2.3 million for the six months ended June 28, 1997
compared to a net loss of $0.1 million for the six months ended June 29, 1996.
LIQUIDITY AND CAPITAL RESOURCES
General
The Company believes that internally generated cash flow, supplemented by
borrowings under its revolving credit facility and vendor financing, will be
sufficient to meet its foreseeable debt service requirements, capital
expenditures, and working capital needs. The Company is considered highly
leveraged, with a debt to total capital ratio of 71.3% at June 28, 1997.
Credit Facilities and Vendor Financing
The total cash requirement on February 3, 1997 to consummate the acquisition of
The New Cherokee Corporation assets was $67 million including an escrow deposit
of $6.5 million and approximately $2 million for fees, expenses and certain
closing items. The funds were provided by using $12.1 million of cash on hand
and borrowings of $19.9 million and $35 million, respectively, under a new
working capital credit line and term loan, described as follows. The Company
received $1.7 million from the escrow deposit in July 1997.
The Company replaced its $60 million revolving credit facility with a new four
year $90 million working capital line of credit and a $35 million four year
term loan. The working capital line of credit is tied to a borrowing base
formula, and both this facility and the $35 million term loan are secured by
the Company's accounts receivable, inventories, the personal property located
at the three TNCC manufacturing facilities, and the real property of the TNCC
North Carolina manufacturing facilities.
The working capital line of credit bears interest at the Base Rate, as defined
(8.50% as of July 23, 1997) or LIBOR plus 2% (7.72% as of July 23, 1997), for
periods of one, three or six months, at the Company's option. The working
<PAGE>
<PAGE> 12
capital line is non-amortizing and any amounts outstanding are due at the final
maturity of February 3, 2001. The initial borrowing under the line was $19.9
million on February 3, 1997. At June 28, 1997, the aggregate borrowings under
the line were $18 million, $0.8 million in letters of credit were outstanding
and the Company had unused availability of $65.5 million on the working capital
line.
The $35 million term loan bears interest at the Base Rate or LIBOR plus 2.50%,
(8.22% as of July 23, 1997), for periods of one, three or six months, at the
Company's option. Principal payments are required in the following amounts for
each fiscal year: 1997, $1.75 million; 1998, $4.25 million, 1999, $5.0 million,
and 2000, $24.0 million, of which $20.25 million is due November 2000.
Both of the above-described facilities are provided pursuant to a Loan and
Security Agreement which contains certain covenants including requirements for
the maintenance of a certain cash interest coverage ratio and a minimum net
worth. The amount available to be borrowed under the working capital line of
credit is tied to a borrowing base formula which is dependent on the level of
eligible accounts receivable and inventories, less $10 million.
In addition, the Company finances certain capital expenditures through vendors
of the capital assets, and will continue to utilize this method of financing
where it deems appropriate.
Working Capital
Net cash generated from operating activities was $17.7 million in the six
months ended June 28, 1997. Included in that amount is a use of cash for
operating assets and liabilities of $4.9 million, primarily comprised of a $5.0
million use for operating working capital (accounts receivable - $2.3 million
source, inventories - $11.1 million use, and accounts payable and accrued
expenses - $3.8 million source).
During the comparable six month period ended June 29, 1996, net cash generated
from operating activities was $14.4 million. Included in that amount is a
source of cash from operating assets and liabilities of $3.5 million, primarily
comprised of a $3.8 million source from operating working capital (accounts
receivable - $4.1 source, inventories - $1.9 million source, and accounts
payable and accrued expenses - $2.2 million use).
Capital Improvements
During the first six months of 1997, the Company purchased $7.3 million in
equipment and manufacturing improvements. The Company expects to continue
modernizing and making capital improvements over the next several years, which
are anticipated to be financed through cash generated by operations, vendor
financing, and borrowings under the credit agreement.
<PAGE>
<PAGE> 13
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Pursuant to action taken by written consent of shareholders in lieu
of an annual meeting, effective on April 22, 1997 the Board of
Directors as previously reported to the Commission was re-elected in
its entirety. Consents of holders of 501,263 shares of the Class A
voting common stock of the Company were solicited and received in
favor of the re-election of each of the directors. Consents of the
remaining shareholders of the Company were not solicited.
Item 6. Exhibits and Reports on Form 8-K.
(a) (The exhibits to this Form 10-Q are listed in the accompanying
index to Exhibits.)
(b) On April 18, 1997 the Registrant filed a Current Report on Form
8-K/A, Amendment No. 1 to its Current Report on Form 8-K filed
February 18, 1997. The Form 8-K/A included: (i) TNCC's
unaudited consolidated financial statements as of December 28,
1996 and for the three months ended December 28, 1996 and
December 30, 1995, (ii) TNCC's audited consolidated financial
statements as of September 28, 1996 and for the year ended
September 28, 1996 and (iii) pro forma consolidated financial
information as of December 28, 1996 for the Registrant's fiscal
year ended December 28, 1996.
<PAGE>
<PAGE> 14
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.
DAN RIVER INC.
<TABLE>
<S> <C>
Date: July 30, 1997 /s/ Barry F. Shea
-----------------------------------
Barry F. Shea
Vice President-Chief Financial Officer
(Authorized Signing Officer and
Principal Financial Officer)
</TABLE>
<PAGE>
<PAGE> 15
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
<S> <C> <C>
27 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only and not filed. 16
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET OF DAN RIVER INC. AS OF JUNE 28, 1997 AND
THE RELATED CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED
JUNE 28, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> JUN-28-1997
<CASH> 1,823
<SECURITIES> 0
<RECEIVABLES> 70,457
<ALLOWANCES> 0
<INVENTORY> 95,951
<CURRENT-ASSETS> 178,000
<PP&E> 307,369
<DEPRECIATION> 102,008
<TOTAL-ASSETS> 390,387
<CURRENT-LIABILITIES> 62,218
<BONDS> 212,726
10,884
0
<COMMON> 8
<OTHER-SE> 79,046
<TOTAL-LIABILITY-AND-EQUITY> 390,387
<SALES> 227,935
<TOTAL-REVENUES> 227,935
<CGS> 180,720
<TOTAL-COSTS> 188,595
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,599
<INCOME-PRETAX> 3,766
<INCOME-TAX> 1,452
<INCOME-CONTINUING> 2,314
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,314
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
