<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 29, 1997 Commission File No. 0-1915
THOMASTON MILLS, INC.
- --------------------------------------------------------------------------------
GEORGIA 58-0460470
- ------------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
115 East Main Street, P.O. Box 311, Thomaston, Georgia 30286
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 647-7131.
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the close of the period covered by this report.
Class A Common Stock $1 Par Value - 5,620,518 Shares including
710,888 Treasury Shares
Class B Common Stock $1 Par Value - 1,873,506 Shares including
243,140 Treasury Shares
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 for
the past 90 days.
Yes X No
------ -------
<PAGE> 2
INDEX
THOMASTON MILLS, INC. AND SUBSIDIARY
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -- March 29, 1997 and
June 29, 1996.
Condensed consolidated statements of operations -- three
months ended March 29, 1997 and three months ended March 30,
1996 and nine months ended March 29, 1997 and nine months
ended March 30, 1996.
Condensed consolidated statements of changes in cash flows --
nine months ended March 29, 1997 and nine months ended March
30, 1996.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to vote of Security Holders
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
THOMASTON MILLS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
MAR. 29, 1997 June 29, 1996
-------------- --------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash & cash equivalents $ 1,297 $ 2,077
Accounts receivable, less allowance of
$415 at both dates 44,987 50,408
Inventories--Note B 52,612 42,710
Other current assets 4,349 1,853
-------------- --------------
TOTAL CURRENT ASSETS 103,245 97,048
PROPERTY, PLANT AND EQUIPMENT 243,227 233,694
Less allowances for depreciation 156,206 143,071
-------------- --------------
87,021 90,623
OTHER ASSETS 2,306 1,788
-------------- --------------
$ 192,572 $ 189,459
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 13,217 $ 15,880
Accrued liabilities 7,545 6,288
Federal and State income taxes 0 844
Current portion of long-term debt
and capital lease obligations 3,024 2,748
-------------- --------------
TOTAL CURRENT LIABILITIES 23,786 25,760
OBLIGATIONS UNDER CAPITAL LEASE -
LESS CURRENT PORTION 1,203 1,486
LONG-TERM DEBT 56,612 46,065
DEFERRED INCOME TAXES 6,874 6,874
OTHER LIABILITIES 236 204
SHAREHOLDERS' EQUITY
Class A Common Stock--5,620,518 shares
outstanding including 710,888 treasury shares 5,621 5,621
Class B Common Stock--1,873,506 shares
outstanding including 243,140 treasury shares 1,873 1,873
Additional paid-in capital 8,904 8,904
Retained earnings 92,883 98,092
-------------- --------------
109,281 114,490
Less treasury stock - at cost 5,420 5,420
-------------- --------------
103,861 109,070
-------------- --------------
$ 192,572 $ 189,459
============== ==============
</TABLE>
NOTE: The Balance Sheet at June 29, 1996 has been
derived from the Audited Financial Statements at that
date. See Note to Condensed Financial Statements.
<PAGE> 4
THOMASTON MILLS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands except Share and Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
MAR. 29, 1997 Mar. 30, 1996 MAR. 29, 1997 Mar. 30, 1996
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Net sales $ 70,730 $ 66,150 $ 207,815 $ 196,131
Cost of sales 67,445 61,612 195,812 180,858
------------ ------------ ------------ ------------
3,285 4,538 12,003 15,273
Selling, general
and administrative expenses 5,724 4,785 15,856 14,786
------------ ------------ ------------ ------------
(2,439) (247) (3,853) 487
Other income (expense)-net 120 128 283 441
------------ ------------ ------------ ------------
(2,319) (119) (3,570) 928
Interest expense 672 836 2,458 2,402
Income (loss) before
income taxes (2,991) (955) (6,028) (1,474)
Provision for income taxes
(benefit) (1,136) (363) (2,290) (560)
------------ ------------ ------------ ------------
Net income (loss) $ (1,855) $ (592) $ (3,738) $ (914)
============ ============ ============ ============
AVERAGE NUMBER OF SHARES 6,547,733 6,537,196 6,547,080 6,536,800
Data Per Share:
Net income (loss) $ (0.2800) $ (0.0900) $ (0.5700) $ (0.1400)
Dividends paid $ 0.0750 $ 0.0725 $ 0.2250 $ 0.2175
</TABLE>
<PAGE> 5
THOMASTON MILLS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
March 29, 1997 March 30, 1996
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (3,738) $ (914)
Adjustments to reconcile net (loss) income
to net cash provided by operating
activities:
Depreciation and amortization 13,561 12,542
(Gain) loss on sale of property, plant
and equipment (7) 8
Changes in operating assets and
liabilities:
Accounts receivable 5,421 9,909
Inventories (9,902) (4,985)
Other assets (3,014) (2,091)
Accounts payable and Accrued expenses (1,841) (7,631)
------------------ -----------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 480 6,838
INVESTING ACTIVITIES
Purchases of property, plant and equipment (9,963) (10,337)
Less capital lease obligations incurred 0 557
------------------ ------------------
Cash for property, plant and equipment (9,963) (9,780)
Proceeds from sales of property, plant
and equipment 11 0
Decrease in unexpended construction funds 0 3,556
------------------ ------------------
NET CASH USED IN INVESTING
ACTIVITIES (9,952) (6,224)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit
and long-term debt 33,000 5,557
Less capital lease obligations incurred 0 (557)
------------------ ------------------
Cash proceeds from borrowing 33,000 5,000
Principal payments on revolving lines of
credit, long-term debt and capital lease
obligations (22,836) (4,223)
Exercise of stock options 0 54
Cash dividends paid (1,472) (1,422)
------------------ ------------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 8,692 (591)
------------------ ------------------
(DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (780) 23
Cash and cash equivalents at beginning
of period 2,077 1,544
------------------ ------------------
Cash and cash equivalents at end
of period $ 1,297 $ 1,567
================== ==================
</TABLE>
<PAGE> 6
THOMASTON MILLS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 29, 1997
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 29, 1997
are not necessarily indicative of the results that may be expected for the year
ending June 28, 1997. Certain Fiscal 1996 balances have been reclassified to
conform with the Fiscal 1997 classifications. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report for the year ended June 29, 1996.
NOTE B -- INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
(Dollars in Thousands)
MARCH 29, 1997 June 29, 1996
-------------- --------------
<S> <C> <C>
Raw materials $ 9,556 $ 9,978
Work in process 32,831 21,776
Finished products 22,331 24,037
LIFO reserve (12,106) (13,081)
-------------- --------------
$ 52,612 $ 42,710
============== ==============
</TABLE>
<PAGE> 7
THOMASTON MILLS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Sales for the third fiscal quarter ended March 29, 1997 increased 6.9% to
$70,730,000 as compared to sales of $66,150,000 for the third quarter last year.
For the first nine months of fiscal year 1997, sales were $207,815,000, which
reflects a 6.0% increase over sales of $196,131,000 for the first nine months of
fiscal year 1996. On a quarter to quarter basis, sales in the Company's Consumer
group increased while Apparel sales remained relatively constant and sales in
the Industrial area declined. For the nine months this year, sales in each of
the Company's product areas are ahead of sales in the nine months a year ago.
Cost of goods sold was 95.4% of sales for the third quarter and 94.2% of sales
for the nine months ended March 29, 1997. For the third quarter and nine months
last year, cost of goods sold was 93.1% of sales and 92.2% of sales,
respectively. Although the increases in sales for the most recent nine months
have resulted in some improvement in capacity utilization, current sales levels
do not allow for optimum usage of the Company's manufacturing facilities. Low
capacity utilization generated higher fixed cost per unit. A decline in raw
material prices was offset by increased price competition in the markets served
by the Company's Apparel and Industrial products.
Gross profit for the third quarter was 4.6% of sales as compared to 6.9% of
sales for the third quarter last year. For the most recent nine months, gross
profit was 5.8% of sales. For the nine months last year, gross profit was 7.8%
of sales. Increased sales were more than offset by increased cost of goods sold
resulting in decreased profit margins.
Selling, general and administrative expenses were $5,724,000 or 8.1% of sales in
third quarter and $15,856,000 or 7.6% of sales in the first nine months of
fiscal year 1997. Selling, general and administrative expenses for the third
quarter and first nine months of fiscal year 1996 were $4,785,000 or 7.2% of
sales and $14,786,000 or 7.5% of sales, respectively. The increase in selling,
general and administrative expenses can be attributed to the planned
strengthening of the Company's sales and marketing function along with a general
wage increase implemented January 1, 1997. The Company strives to maintain
selling, general and administrative expenses at a low percentage of sales ratio.
Other income was $120,000 in third quarter and $283,000 for the first nine
months of fiscal year 1997 as compared to $128,000 in third quarter and $441,000
for the first nine months of fiscal year 1996. Other income consists primarily
of interest earned and sales of miscellaneous obsolete equipment.
Interest expense decreased $164,000 from $836,000 in third quarter fiscal year
1996 to $672,000 in third quarter fiscal year 1997. This decrease was primarily
the result of capitalized interest on borrowings associated with the Company's
expansion of the Lakeside Comforter Plant and the addition of a new Dye Range.
For the first nine months of fiscal year 1997, interest expense was $2,458,000
as compared to $2,402,000 for the first nine months last year.
<PAGE> 8
Income tax expense (benefit) for the third quarter and first nine months of
fiscal years 1997 and 1996 was 38% of taxable income (loss), which approximates
the statutory income tax rate for the tax jurisdictions in which the Company
operates.
The Company lost $1,855,000 or $.28 per share for the third quarter and
$3,738,000 or $.57 per share for the first nine months of fiscal year 1997. Net
loss for the comparable quarter and nine months last year was $592,000 or $.09
per share and $914,000 or $.14 per share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a strong financial position. At March 29, 1997 working
capital was $79,459,000 as compared to $73,287,000 at March 30, 1996. The ratio
of current assets to current liabilities was 4.3:1 at March 29, 1997 and 5.4:1
at March 30, 1996.
Cash provided by financing activities totaling $8,692,000 was the principal
source of funds for the nine months ended March 29, 1997. Net cash provided by
operating activities totaled $480,000 for this same nine months. The Company's
primary use of funds during the first nine months of fiscal year 1997 was
$9,952,000 in purchases of property, plant and equipment.
During the first quarter of fiscal year 1997, the Company completed the
financing for an expansion of the Lakeside Comforter Plant and an addition of a
new Dye Range. This project was begun in the fourth quarter of fiscal year 1996.
Financing is provided with $18,000,000 in taxable Industrial Revenue Bonds
issued through the Thomaston-Upson County Industrial Development Authority.
These bonds will be retired over a fifteen year period with interest only
payable for the first three years. Proceeds from the sale of the bonds were
applied to the Company's revolving credit facility until needed for the project.
During the fourth quarter of fiscal year 1996, the Company revised and expanded
its revolving credit agreement which provides for unsecured borrowings of up to
$27,000,000. At March 29, 1997, $6,500,000 was available under this agreement
The Company had capital expenditure commitments at March 29, 1997 for $5.2
million, primarily for machinery and equipment. Management believes that cash
provided by operating activities and the revolving credit agreement will be
sufficient to finance capital requirements and operating needs of the Company
for fiscal 1997.
INVENTORIES
Inventories at March 29, 1997 and March 30, 1996 were $45,402,000 and
$41,431,000, respectively. This increase in inventory is primarily the result of
a buildup in work in process inventory to cover future orders. Total inventory
turns on an average annualized rate were 5.1 times for the first nine months of
fiscal year 1997 and 5.5 times for the first nine months of fiscal year 1996.
RAW MATERIALS
The Company's primary raw material is cotton. As a commodity, cotton is traded
on established markets and periodically experiences price fluctuations. The
Company monitors
<PAGE> 9
the cotton market and buys its cotton from brokers. The Company has not had and
does not anticipate any material difficulty in obtaining cotton.
In order to assure a continuous supply of cotton, the Company enters into cotton
purchase contracts for several months in advance of delivery which either
provide for (1) fixed quantities to be purchased at a pre-determined price, or
(2) fixed quantities to be purchased at a price to be determined (at a later
date). When the Company sells its product to its customers, the cost of cotton
under existing cotton purchase contracts is taken into account in calculating
the price for the Company's product. The Company generally attempts to match
product sales contracts with fixed price cotton purchase contracts and uses
market price cotton contracts to anticipate future needs and subsequent product
sales contracts. To the extent prices are sometimes fixed in advance of
shipment, the Company may benefit from its cotton purchase contracts, to the
extent prices thereafter rise, or may incur increased cost, to the extent prices
thereafter fall.
GATT
In December 1993, 117 countries reached an agreement under the General Agreement
on Tariffs and Trade that would cover new areas of trade, further cut tariffs
and strengthen multilateral free-trade rules by creating a World Trade
Organization (WTO) as its successor. This agreement was ratified by the United
States Congress and went into effect on July 1, 1995. As part of this new
agreement, the Multifiber Arrangement (MFA) under which textile and apparel
trade had been controlled, will be phased out along with its import quotas over
a 10-year period. Tariffs on textiles will be cut by an average of 11.6% over 10
years. A weighted average tariff for products sold by Thomaston Mills, if
imported, would be cut by 8.8%. Under the agreement, quotas on the least
sensitive import products will be phased out over the first five years and
quotas on the most sensitive import products will not be affected until the
latter part of the ten-year period.
The WTO agreement contains some provisions which may have a favorable impact on
the textile industry. An assembly rule of origin amendment makes it illegal for
a non-WTO member country to assemble garments from pieces cut in a member
country and then export the garments as originating in the country where they
were cut. Additionally, the agreement preserves the authority of the President
of the United States to control imports from non-WTO countries such as Taiwan or
China.
Although the WTO agreement may reduce the cost of certain imported textiles, the
Company believes that upgraded technology resulting in increased productivity
and lower costs will enable it to compete in a global market. In addition the
Company is expanding its offerings into higher thread count products which are
less vulnerable to competition from imports.
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(a) As of March 29, 1997, there were no material pending
legal proceedings, other than routine litigation
incidental to its business, to which the Company was
a party or to which any property of the Company was
subject. Such routine legal proceedings are not
believed to be material to the Company.
(b) Not applicable
ITEM 2. CHANGE IN SECURITIES
(a) (b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) (b) Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) (b) (c) (d) Not applicable
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
13.1 Quarterly Report to Shareholders dated
March 29, 1997
27 Financial Data Schedule (for SEC purposes only)
(b) The Company did not file any reports on Form 8-K
during the three months ended March 29, 1997.
<PAGE> 11
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.
Thomaston Mills, Inc.
/s/ Neil H. Hightower
---------------------
Neil H. Hightower
President and Chief
Date: May 12, 1997 Executive Officer
---------------------
/s/ Rosser R. Raines
--------------------
Rosser R. Raines
Treasurer-Principal Financial
Date: May 12, 1997 Officer
---------------------
<PAGE> 1
EXHIBIT 13.1
[THOMASTON MILLS LETTERHEAD]
THIRD QUARTER REPORT
1997
TO THE SHAREHOLDERS:
Sales for the third quarter ended March 29, 1997 increased to $70,730,000, up
6.9% from the same quarter a year ago. Sales for the nine months were
$207,815,000, up 6.0%. The Company sustained a net loss after taxes for the
quarter of $1,855,000, or $.28 per share. The net loss for the nine month
period was $3,738,000, or $.57 per share.
Markets for the Company's products have changed, and Thomaston Mills is in the
process of changing with these markets to reinstate profits. Imports have
drastically impacted the lower thread count muslin business which has been one
of the Company's mainstays. Open end spun yarn prices have continued under
pressure, and demand for denim has softened.
The Company's higher thread count 180,200 and 250-count sheets were well
received at the New York Market earlier this month, and we are confident about
securing new business from new customers for these products. The Company's new
state-of-the-art dye range project continues on schedule, and it appears that
the timing for this project is quite good in that demand for piece dyed fabrics
and dyed career apparel fabrics is improving.
We are having a bad year, but Thomaston Mills is a great company with fine
people that are all committed to reinstating profits and making Thomaston Mills
a rewarding investment for the shareholders of the Company.
Sincerely,
/s/ NEIL H. HIGHTOWER
- ---------------------
NEIL H. HIGHTOWER
PRESIDENT AND CEO
April 22, 1997
<PAGE> 2
THOMASTON MILLS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
MARCH 29, March 30, MARCH 29, March 30,
1997 1996 1997 1996
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 70,730 $ 66,150 $ 207,815 $ 196,131
Cost of sales 67,445 61,612 195,812 180,858
- ---------------------------------------------------------------------------------------------------------------
3,285 4,538 12,003 15,273
Selling, general and administrative expenses 5,724 4,785 15,856 14,786
Other income (expense) net 120 128 283 441
- ---------------------------------------------------------------------------------------------------------------
(2,319) (119) (3,570) 928
Interest expense 672 836 2,458 2,402
- ---------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes (2,991) (955) (6,028) (1,474)
Provision for income taxes (benefit) (1,136) (363) (2,290) (560)
- ---------------------------------------------------------------------------------------------------------------
Net income (loss) $ (1,855) $ (592) $ (3,738) $ (914)
- ---------------------------------------------------------------------------------------------------------------
Average Number of shares 6,547,733 6,537,196 6,547,080 6,536,800
Net income (loss) per share $ (0.2800) $ (0.0900) $ (0.5700) $ (0.1400)
Dividends paid per share $ 0.0750 $ 0.0725 $ 0.2250 $ 0.2175
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
CONDENSED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
MARCH 29, March 30,
1997 1996
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSET
Current Assets
Cash and cash equivalents $ 1,297 $ 1,567
Accounts receivable 45,402 41,431
Less allowance for uncollectible accounts (415) (415)
Inventories 52,612 44,651
Other current assets 4,349 2,612
- ---------------------------------------------------------------------------------------------------------------
Total Current Assets 103,245 89,846
Property, Plant and Equipment 243,227 227,181
Less allowance for depreciation (156,206) (140,760)
Other assets 2,306 1,477
- ---------------------------------------------------------------------------------------------------------------
$ 192,572 $ 177,744
- ---------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 13,217 $ 6,677
Accrued liabilities 7,545 6,695
Current portion of capital lease obligations 376 439
Current portion of long-term debt 2,648 2,748
- ---------------------------------------------------------------------------------------------------------------
Total Current Liabilities 23,786 16,559
Obligations under capital leases 1,203 1,533
Long-term debt 56,612 44,260
Deferred income taxes 6,874 7,233
Other liabilities 236 165
Shareholders' Equity 103,861 107,994
- ---------------------------------------------------------------------------------------------------------------
$ 192,572 $ 177,744
===============================================================================================================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULES CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THOMASTON MILLS, INC. FOR THE 9 MONTH PERIOD ENDED MARCH
29, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-30-1996
<PERIOD-END> MAR-29-1997
<CASH> 1,297
<SECURITIES> 0
<RECEIVABLES> 45,402
<ALLOWANCES> 415
<INVENTORY> 52,612
<CURRENT-ASSETS> 103,245
<PP&E> 243,227
<DEPRECIATION> 156,206
<TOTAL-ASSETS> 192,572
<CURRENT-LIABILITIES> 23,786
<BONDS> 36,112
0
0
<COMMON> 7,494
<OTHER-SE> 96,367
<TOTAL-LIABILITY-AND-EQUITY> 19,257
<SALES> 207,815
<TOTAL-REVENUES> 208,098
<CGS> 195,812
<TOTAL-COSTS> 195,812
<OTHER-EXPENSES> 15,856
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,458
<INCOME-PRETAX> (6,028)
<INCOME-TAX> (2,290)
<INCOME-CONTINUING> (3,738)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,738)
<EPS-PRIMARY> (.57)
<EPS-DILUTED> (.57)
</TABLE>
