<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 : 0-233-59
ANCHOR GLASS CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-3417812
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Anchor Plaza, 4343 Anchor Plaza Parkway, Tampa, FL 33634-7513
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
813-884-0000
------------
(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 .
--- ---
Number of shares outstanding of each class of common stock at
May 14, 1999: Class A - 555,868 shares, Class B - 902,615
shares, and Class C - 174,142 shares.
1 of 12
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ANCHOR GLASS CONTAINER CORPORATION
FORM 10-Q
For the Quarterly Period Ended March 31, 1999
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Statements of Operations and Comprehensive Income -
Three Months Ended March 31, 1999 and 1998 3
Condensed Balance Sheets -
March 31, 1999 and December 31, 1998 4
Condensed Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 5
Notes to Condensed 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
ANCHOR GLASS CONTAINER CORPORATION
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
<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)
---------- ----------
Net loss (6,117) (7,756)
Preferred stock dividends (3,307) (3,160)
---------- ----------
Loss applicable to common stock $ (9,424) $ (10,916)
========== ==========
Basic net loss per share applicable to common stock $ (1.79) $ (3.12)
========== ==========
Basic weighted average number of common
shares outstanding 5,251,356 3,501,356
========== ==========
Comprehensive loss $ (6,117) $ (7,756)
========== ==========
</TABLE>
See Notes to Condensed Financial Statements.
3
<PAGE> 4
ANCHOR GLASS CONTAINER CORPORATION
CONDENSED 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 53,036 53,780
-------- --------
$630,625 $640,962
======== ========
LIABILITIES AND STOCKHOLDERS' 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 28,083 36,458
Accrued interest 9,086 5,970
Accrued compensation and employee benefits 22,995 27,249
-------- --------
Total current liabilities 167,640 172,517
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
-------- --------
Stockholders' equity:
Preferred stock 34 34
Issuable preferred stock 15,606 13,679
Common stock 163 163
Warrants 18,073 18,073
Capital in excess of par value 94,565 94,565
Accumulated deficit (67,842) (58,418)
Amount related to minimum pension liability (158) (158)
-------- --------
60,441 67,938
-------- --------
$630,625 $640,962
======== ========
</TABLE>
See Notes to Condensed Financial Statements.
4
<PAGE> 5
ANCHOR GLASS CONTAINER CORPORATION
CONDENSED 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 $ (6,117) $ (7,756)
Adjustments to reconcile net loss to cash provided
by (used in) operating activities:
Depreciation and amortization 14,715 13,744
Other 119 28
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 Financial Statements.
5
<PAGE> 6
ANCHOR GLASS CONTAINER CORPORATION
NOTES TO CONDENSED 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 financial statements be read in conjunction with
the Financial Statements of Anchor Glass Container Corporation (the
"Company") included in the Company's Annual Report on Form 10-K for
the year 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, the Company 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, the Company 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 $6.1 million as compared to a net
loss of $7.7 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 the Revolving Credit
Facility.
In conjunction with the Anchor Acquisition, the Company
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 the 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 the Company 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 the Company's
Board of Directors. Management extended the maturity of the promissory note to
May 15, 1999. The funds were obtained through borrowings under the Revolving
Credit Facility. The Company has pledged the promissory note to the lenders
under the 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 the Company 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 the
Company. 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 the $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 the Company 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. The Revolving Credit Facility also
contains certain financial covenants that require the Company 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, the Company finalized its labor
contract with approximately 90% of its hourly personnel. As a result,
the Company 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 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
<PAGE> 11
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
<PAGE> 12
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.
ANCHOR GLASS CONTAINER CORPORATION
Date: May 14, 1999 /s/ M. William Lightner, Jr.
---------------------------------------
M. William Lightner, Jr.
Senior 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
FINANCIAL STATEMENTS OF ANCHOR GLASS CONTAINER CORPORATION INCLUDED IN FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) 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> 630,625
<CURRENT-LIABILITIES> 167,640
<BONDS> 203,991
55,983
34
<COMMON> 163
<OTHER-SE> 60,244
<TOTAL-LIABILITY-AND-EQUITY> 630,625
<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> (6,117)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,117)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,117)
<EPS-PRIMARY> (1.79)
<EPS-DILUTED> (1.79)
</TABLE>
