<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 Quarterly Period Ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number:
-----------------------
333-31363-01
CONSUMERS U.S., INC.
--------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2874087
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3140 William Flinn Highway, Allison Park, Pennsylvania 15101
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
412-486-9100
------------
(Registrant's telephone number, including area code)
None
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 .
--- ---
All voting and non-voting stock of the registrant is held by an affiliate
of the registrant.
Number of shares outstanding of each class of common stock at May 14, 1999:
Common Stock, $.01 par value, 17,000,100 shares
1 of 12
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CONSUMERS U.S., INC.
FORM 10-Q
For the Quarterly Period Ended March 31, 1999
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations and Comprehensive Income -
Three Months Ended March 31, 1999 and 1998 3
Condensed Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
PART II - OTHER INFORMATION 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSUMERS U.S., INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1999 1998
-------- --------
<S> <C> <C>
Net sales $146,927 $149,187
Costs and expenses:
Cost of products sold 137,937 143,393
Selling and administrative expenses 8,044 7,193
-------- --------
Income (loss) from operations 946 (1,399)
Other income (expense), net 249 (153)
Interest expense (7,312) (6,204)
-------- --------
Loss before preferred stock dividends of subsidiary
and minority interest (6,117) (7,756)
Preferred stock dividends of subsidiary (1,380) (1,380)
-------- --------
Loss before minority interest (7,497) (9,136)
Minority interest -- --
-------- --------
Net loss $ (7,497) $ (9,136)
======== ========
Comprehensive loss $ (7,497) $ (9,136)
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
CONSUMERS U.S., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, 1999
(unaudited) December 31, 1998
-------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 790 $ 4,106
Accounts receivable 74,198 86,846
Advance to affiliate 17,371 17,866
Inventories:
Raw materials and manufacturing supplies 24,096 23,099
Finished products 87,404 81,230
Other current assets 8,544 8,304
-------- --------
Total current assets 212,403 221,451
Property, plant and equipment, net 317,444 316,705
Other assets 22,270 22,839
Strategic alliances with customers 25,472 26,187
Goodwill 52,328 53,072
-------- --------
$629,917 $640,254
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Revolving credit facility $ 57,870 $ 50,162
Current maturities of long-term debt 987 840
Accounts payable 48,619 51,838
Accrued expenses 31,596 39,971
Accrued interest 9,086 5,970
Accrued compensation and employee benefits 22,995 27,249
-------- --------
Total current liabilities 171,153 176,030
Long-term debt 203,991 202,920
Long-term pension liabilities 33,127 33,855
Long-term post-retirement liabilities 60,060 59,853
Other long-term liabilities 49,383 47,896
-------- --------
346,561 344,524
Commitments and contingencies
Redeemable preferred stock 55,983 55,983
-------- --------
Minority interest 9,993 9,993
-------- --------
Stockholder's equity:
Common stock 170 170
Capital in excess of par value 87,430 87,430
Accumulated deficit (41,215) (33,718)
Amount related to minimum pension liability (158) (158)
-------- --------
46,227 53,724
-------- --------
$629,917 $640,254
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
CONSUMERS U.S., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (7,497) $ (9,136)
Adjustments to reconcile net loss to cash provided
by (used in) operating activities:
Depreciation and amortization 14,715 13,744
Other 119 28
Dividends accrued on preferred stock of subsidiary 1,380 1,380
Decrease in cash resulting from changes in
assets and liabilities (463) (44,875)
-------- ---------
8,254 (38,859)
Cash flows from investing activities:
Expenditures for property, plant and equipment (16,466) (13,491)
Payments of strategic alliance with customers (2,000) (2,000)
Acquisition related contribution to defined benefit
pension plans -- (745)
Other (500) (197)
-------- ---------
(18,966) (16,433)
Cash flows from financing activities:
Proceeds from issuance of long-term debt -- 50,000
Principal payments of long-term debt (175) (79)
Net draws on revolving credit facility 7,708 8,336
Other, primarily financing fees (137) (2,132)
-------- ---------
7,396 56,125
Cash and equivalents:
Increase (decrease) in cash and cash equivalents (3,316) 833
Balance, beginning of period 4,106 1,060
-------- ---------
Balance, end of period $ 790 $ 1,893
======== =========
Supplemental disclosure of cash flow information:
Interest payments, net $ 3,676 $ 1,116
======== =========
Income tax payments (refunds), net $ -- $ --
======== =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
CONSUMERS U.S., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
NOTE 1 - MANAGEMENT'S RESPONSIBILITY
In the opinion of Management, the accompanying condensed financial statements
contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of March 31, 1999 and the
results of operations and cash flows for the three months ended March 31, 1999
and 1998.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the Financial
Statements of Consumers U.S., Inc., consolidated with its majority-owned
subsidiary, Anchor Glass Container Corporation ("Anchor"), (together, the
"Company") included in the Company's Annual Report on Form 10-K for the period
ended December 31, 1998. The results of operations for the interim periods are
not necessarily indicative of the results of the full fiscal year.
NOTE 2 - PLANT CLOSING COSTS
In an effort to reduce the Company's cost structure and improve
productivity, the Company closed its Houston, Texas plant effective February
1997 and its Dayville, Connecticut plant effective April 1997. Amounts charged
against the liability, of approximately $300 in the 1999 first quarter, complete
these closing activities as follows:
<TABLE>
<CAPTION>
Amount Charged
Exit Charges Against Liability
------------ -----------------
<S> <C> <C>
Severance and employee benefit costs $13,000 $13,000
Plant shutdown costs related to consolidation
and discontinuation of manufacturing facilities 12,800 12,800
</TABLE>
NOTE 3 - SUBSEQUENT EVENT
On April 30, 1999, Stroh Brewing Company ("Stroh's") closed on an
agreement to sell its assets to a consortium made up of Pabst Brewing Company
("Pabst") and Miller Brewing Company ("Miller"). Under the terms of this
agreement, Anchor received $5,000 in cash and a non-interest bearing note of
$14,000 from Miller in satisfaction of the unamortized balance of the Stroh's
strategic alliance agreement. In satisfaction of a portion of the Stroh's
outstanding trade accounts receivable, Anchor received from Pabst, a five year
note receivable for $5,000 and an additional 4.5 year note for $5,000
representing a strategic alliance with Pabst. Pabst is committed to take a
specified quantity of production during the note period or repay the strategic
alliance note receivable.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company was formed in January 1997 to consummate the Anchor
Acquisition. On February 5, 1997, pursuant to an Asset Purchase Agreement, the
Company acquired substantially all of the assets and assumed certain
liabilities, of Anchor Glass Container Corporation ("Old Anchor"), now being
liquidated in a proceeding under Chapter 11 of the U.S. Bankruptcy Code of
1978, as amended. The Company purchased eleven operating glass container
manufacturing facilities and other related assets (the "Anchor Acquisition").
Prior to the Anchor Acquisition, the Company had no operations.
RESULTS OF OPERATIONS
Net Sales. Net sales for the 1999 first quarter were $146.9 million
compared to $149.2 million for the first quarter of 1998, a decline of $2.3
million on a volume increase of approximately 8%. This slight decrease in net
sales dollars was principally as a result of a shift in sales to slightly
higher volume, lower margin, product lines in the 1999 first quarter.
Cost of Products Sold. The Company's cost of products sold in the
first quarter of 1999 was $137.9 million (or 93.9% of net sales), while the
cost of products sold for the first quarter of 1998 was $143.4 million (or
96.1% of net sales). The decrease in the percentage of cost of products sold
for the first quarter of 1999 as compared with 1998 principally reflects the
benefits of the cost savings strategies which the Company began to implement
during 1998. Additionally, this improvement reflects a slight cost savings
related to freight and outside warehouse costs, as well as reductions in
employee benefit costs as a result of favorable census experience, which
experience may be nonrecurring.
Selling and Administrative Expenses. Selling and administrative
expenses for the first three months of 1999 were approximately $8.0 million (or
5.5% of net sales), while selling and administrative expenses in the first
three months of 1998 were $7.2 million (or 4.8% of net sales). This increase in
selling and administrative expenses as a percentage of net sales reflects costs
associated with Year 2000 upgrades incurred in the first three months of 1999.
Net Income (Loss). The Company had a net loss in the first quarter of
1999 of approximately $7.5 million as compared to a net loss of $9.1 million in
1998.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of 1999, operating activities provided $8.3
million in cash as compared to $38.9 million of cash used in the same period of
1998. This increase in cash provided reflects the lower net loss adjusted for
changes in working capital items. Accounts receivable decreased approximately
$12.6 million from year end 1998 reflecting the receipt of $20.0 million of
intercompany receivable balances, offset by the impact of higher sales in March
1999 as compared with December 1998 and the impact of extended credit terms
with certain customers. Cash consumed in investing activities for the first
three months of 1999 and 1998 were $17.0 million and $14.4 million,
respectively, principally reflecting capital expenditures. Capital expenditures
in the 1999 first quarter were $16.5 million compared to $13.5 million in the
same quarter of 1998. Net cash of $7.4 million was provided by financing
activities in the 1999 first quarter, principally reflecting borrowings under
Anchor's Revolving Credit Facility.
In conjunction with the Anchor Acquisition, Anchor entered into a
credit agreement providing for a $110.0 million Revolving Credit Facility (the
"Revolving Credit Facility"). At May 7, 1999, advances outstanding under Anchor
Revolving Credit Facility were $65.6 million and the total outstanding letters
of credit on this facility were $11.3 million.
In September 1998, G&G (acting on behalf of Consumers) entered into an
agreement to purchase the controlling interest in a European glass manufacturer
and had advanced $17.3 million toward that end.
7
<PAGE> 8
This amount was funded by G&G through a loan from Anchor of approximately $17.3
million in September 1998. The loan is evidenced by a promissory note which
originally matured in January 1999. This loan was permitted through an amendment
to the Intercompany Agreement, which was approved by Anchor's Board of
Directors. Anchor's management extended the maturity of the promissory note to
May 15, 1999. The funds were obtained through borrowings under Anchor's
Revolving Credit Facility. Anchor has pledged the promissory note to the lenders
under its Revolving Credit Facility and G&G has provided security against the
promissory note to the lenders. Interest on the note is payable at the interest
rate payable by Anchor on its revolving credit advances plus 1/2%, and is
presently outstanding. A number of issues have arisen and the transaction has
not closed. Should the transaction not close, the sellers are obligated to
return the advance to G&G. G&G has demanded the return of the advance plus
interest accrued to date, and will upon receipt, repay the loan from Anchor.
Discussions are continuing, but as of this date outstanding issues have not been
resolved. Failing a resolution of the issues or a repayment of the advance, G&G
intends to begin an arbitration proceeding in accordance with the terms of the
agreement to secure a return of the advance.
The indentures covering Anchor's $150,000 aggregate principal amount
of 11 1/4% First Mortgage Notes due 2005 (the "First Mortgage Notes") and
$50.0 million 9 7/8% Senior Notes due 2008 (the "Senior Notes") contain certain
covenants that restrict Anchor from taking various actions, including, subject
to specified exceptions, the incurrence of additional indebtedness, the
granting of additional liens, the making of investments, the payment of
dividends and other restricted payments, mergers, acquisitions and other
fundamental corporate changes, capital expenditures, operating lease payments
and transactions with affiliates. Anchor's Revolving Credit Facility also
contains certain financial covenants that require Anchor to meet and maintain
certain financial tests and minimum ratios, including a minimum working capital
ratio, a minimum consolidated net worth test and a minimum interest coverage
ratio.
The level of the Company's indebtedness could have important
consequences, including:
o a substantial portion of the Company's cash flow from operations
must be dedicated to debt service,
o the Company's ability to obtain additional future debt financing
may be limited and
o the level of indebtedness could limit the Company's flexibility in
reacting to changes in the industry and economic conditions in
general.
The Company expects significant expenditures in the remainder of 1999,
including interest expense on the First Mortgage Notes, the Senior Notes and
the Revolving Credit Facility and capital expenditures of approximately $33.0
million (a portion of which will be leased). Effective April 1, 1999, Anchor
finalized its labor contract with approximately 90% of its hourly personnel. As
a result, Anchor expects that hourly labor costs and pension expense will
increase in the remainder of 1999 and in subsequent years. Peak needs are in
spring and fall at which time working capital borrowings are estimated to be
$20.0 million higher than at other times of the year. The Company's principal
sources of liquidity through 1999 are expected to be funds derived from
operations, borrowings under the Anchor Revolving Credit Facility and proceeds
from sales of discontinued manufacturing facilities.
Management believes that the cash flows discussed above, will provide
adequate funds for the Company's working capital needs and capital
expenditures. Cash flows from operations depend on future operating performance
which is subject to prevailing conditions and to financial, business and other
factors, some of which are beyond the Company's control.
IMPACT OF INFLATION
The impact of inflation on the costs of the Company, and the ability
to pass on cost increases in the form of increased sales prices, is dependent
upon market conditions. While the general level of inflation in the domestic
economy has been at relatively low levels, the Company has experienced pricing
pressures in the current market and has not been fully able to pass on
inflationary cost increases to its customers.
8
<PAGE> 9
SEASONALITY
Due principally to the seasonal nature of the brewing, iced tea and
other beverage industries, in which demand is stronger during the summer
months, the Company's shipment volume is typically higher in the second and
third quarters. Consequently, the Company will build inventory during the first
quarter in anticipation of seasonal demands during the second and third
quarters. In addition, the Company generally schedules shutdowns of its plants
for furnace rebuilds and machine repairs in the first and fourth quarters of
the year to coincide with scheduled holiday and vacation time under its labor
union contracts. These shutdowns and seasonal sales patterns adversely affect
profitability during the first and fourth quarters. The Company has in the past
and will continue in the future to implement alternatives to reduce downtime
during these periods in order to minimize disruption to the production process
and its negative effect on profitability.
YEAR 2000
The Company's information systems cover a broad spectrum of software
applications for its manufacturing processes, certain of which are
custom-designed. After an extensive study, the Company had decided its plan to
achieve Year 2000 compliance by upgrading both the packaged and custom-designed
software currently in place, along with certain hardware upgrades. These
upgrades are expected to resolve any Year 2000 issues.
The upgrade of certain hardware, including the personal computer-based
environment was completed in December 1998. The primary accounting software
applications have been upgraded to a Year 2000 certified compliant release in
February 1999. The upgrade of other custom-designed software, which represents
a small percentage of the total applications, is expected to be completed in
the second quarter of 1999. Management believes this timetable provides
sufficient time to resolve any unexpected issues.
In addition to software and hardware considerations, the Company has
completed its review of the impact of the Year 2000 on its manufacturing
operations and process controls. The Company has identified components
requiring modification or replacement, and expects that critical control
technology will be Year 2000 compliant in the second quarter of 1999 and
non-critical control and reporting systems will be compliant by the third
quarter of 1999.
The Company has initiated formal communications with all of its
significant suppliers to determine the extent to which the Company is
vulnerable to the failure of such suppliers to remediate their own Year 2000
problems. The Company is currently in the process of grading the responses from
low to high risk. In addition, although many of the Company's customers have
been communicating with the Company regarding Year 2000 issues, the Company has
not made any formal assessment of the effect which the failure of its larger
customers to remediate their own Year 2000 problems could have on the Company's
operations. Despite these efforts, there can be no assurance that the systems
of other companies on which the Company relies will be timely converted, or
that a failure to remediate by one or more of the Company's customers or
suppliers would not have a material adverse effect on the Company. Because we
have not yet completed our overall assessment of Year 2000 issues as they
relate to customers or vendors, we have not formulated contingency plans in
their entirety or determined the costs of these plans. The Company expects to
complete its contingency plan by the third quarter of 1999 and will continue to
evaluate and modify its planning as required by events and circumstances as
they emerge.
Expenditures for Year 2000 compliance will approximate $2.0 million in
the aggregate in 1998 and 1999, of which approximately $1.6 million has been
incurred. However, no assurance can be given that the Company's actual
expenditures for Year 2000 compliance will not be higher.
NEW ACCOUNTING STANDARDS
In September 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 - Accounting for Derivative
Instruments and Hedging Activities ("SFAS
9
<PAGE> 10
133"). SFAS 133, effective for fiscal years beginning after June 15, 1999,
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS 133 requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged item in
the income statement, and requires that a company must formally document,
designate, and assess the effectiveness of transactions that receive hedge
accounting. The Company has not yet quantified the impacts of adopting SFAS 133
and has not determined the timing or method of adoption. SFAS 133 could
increase volatility in earnings and other comprehensive income.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of the historical information contained in this
report, the matters described herein contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "intend," "project," "will be," "will likely continue," "will
likely result," or words or phrases of similar meaning including, statements
concerning:
o the Company's liquidity and capital resources,
o the Company's debt levels and ability to obtain financing and
service debt,
o competitive pressures and trends in the glass container industry,
o prevailing interest rates,
o legal proceedings and regulatory matters, and
o general economic conditions.
Forward-looking statements involve risks and uncertainties (including,
but not limited to, economic, competitive, governmental and technological
factors outside the control of the Company) which may cause actual results to
differ materially from the forward-looking statements. These risks and
uncertainties may include the ability of management to implement its business
strategy in view of the Company's limited operating history and the recent
insolvency of Old Anchor; the highly competitive nature of the glass container
market and the intense competition from makers of alternative forms of
packaging; the Company's focus on the beer industry and its dependence on
certain key customers; the seasonal nature of brewing, iced tea and other
beverage industries; the Company's dependence on certain executive officers;
and changes in environmental and other government regulations. The Company
operates in a very competitive environment in which new risk factors can emerge
from time to time. It is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on the Company's
business or the extent to which any factor, or a combination of factors, may
cause actual results to differ materially from those contained in
forward-looking statements. Given these risks and uncertainties, readers are
cautioned not to place undue reliance on forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's debt instruments are subject to fixed interest rates
and, in addition, the amount of principal to be repaid at maturity is also
fixed. Therefore, the Company is not subject to market risk from its debt
instruments. Less than 1% of the Company's sales are denominated in currencies
other than the U.S. dollar, and the Company does not believe its total exposure
to be significant.
10
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is a respondent in various environment-related
cases. The Company is not otherwise party to, and none of its
assets are subject to any other pending legal proceedings,
other than ordinary routine litigation incidental to its
business and against which the Company is adequately insured
and indemnified or which is not material. The Company
believes that the ultimate outcome of these cases will not
materially affect future operations.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27 - Financial Data Schedule
b. Reports on Form 8-K
None
11
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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.
CONSUMERS U.S., INC.
Date: May 14, 1999 /s/ M. William Lightner, Jr.
------------------------------------
M. William Lightner, Jr.
Vice President - Finance and
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
CONSOLIDATED FINANCIAL STATEMENTS OF CONSUMERS U.S., INC INCLUDED IN FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) CONSOLIDATED FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 790
<SECURITIES> 0
<RECEIVABLES> 91,569
<ALLOWANCES> 1,383
<INVENTORY> 111,500
<CURRENT-ASSETS> 212,403
<PP&E> 418,065
<DEPRECIATION> 100,621
<TOTAL-ASSETS> 629,917
<CURRENT-LIABILITIES> 171,153
<BONDS> 203,991
55,983
0
<COMMON> 170
<OTHER-SE> 46,057
<TOTAL-LIABILITY-AND-EQUITY> 629,917
<SALES> 146,927
<TOTAL-REVENUES> 146,927
<CGS> 137,937
<TOTAL-COSTS> 137,937
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 94
<INTEREST-EXPENSE> 7,312
<INCOME-PRETAX> (7,497)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,497)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,497)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
