UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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 001-15217
---------------
U.S. AGGREGATES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0990958
- ----------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 500,
San Mateo, California 94402
----------------------------------------------------------
(Address, of principal executive offices) (Zip Code)
(650) 685-4880
----------------------------------------------------
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Shares outstanding as of April 28, 2000
- ---------------------------- -----------------------------------------------
Common stock, $.01 par value 14,900,593
<PAGE>
U.S. AGGREGATES, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
CONTENTS
PART I. FINANCIAL INFORMATION
PAGE NO.
---------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
EXHIBIT INDEX 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
U.S. AGGREGATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
MARCH 31, DECEMBER 31,
2000 1999
----------- --------------
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 4,123 $ 4,478
Trade accounts receivable, net 43,349 52,294
Inventories, net 31,739 28,041
Prepaid expenses and other current assets 9,572 7,802
----------- --------------
Total current assets 88,783 92,615
----------- --------------
PROPERTY, PLANT AND EQUIPMENT 348,769 325,328
Less: Accumulated depreciation & depletion (35,517) (32,418)
----------- --------------
Net property, plant and equipment 313,252 292,910
----------- --------------
INTANGIBLE ASSETS, net 22,592 22,308
OTHER ASSETS 9,137 7,095
----------- --------------
Total assets $ 433,764 $ 414,928
=========== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES $ 51,904 $ 56,591
LONG-TERM DEBT, net of current portion 187,798 160,312
DEFERRED INCOME TAXES, net 54,493 55,404
OTHER 117 96
----------- --------------
Total liabilities 294,312 272,403
----------- --------------
MINORITY INTEREST, net 12 12
----------- --------------
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 100,000,000 shares authorized,
14,908,222 shares outstanding, including 7,629 shares of treasury stock 149 149
Additional paid-in capital 123,648 123,648
Notes receivable from sale of stock (1,218) (1,195)
Treasury stock, at cost (2) (2)
Retained earnings 16,863 19,913
----------- --------------
Total shareholders' equity 139,440 142,513
----------- --------------
Total liabilities, minority interest and shareholders' equity $ 433,764 $ 414,928
=========== ==============
The accompanying notes are an integral part of these statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
U.S. AGGREGATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2000 1999
------------ -----------
(unaudited)
<S> <C> <C>
NET SALES $ 53,006 $ 49,171
COST OF PRODUCTS SOLD 40,694 37,710
------------ -----------
Gross profit 12,312 11,461
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 8,551 7,213
DEPRECIATION, DEPLETION AND AMORTIZATION 4,025 3,285
------------ -----------
Income (loss) from operations (264) 963
OTHER INCOME (EXPENSES):
Interest, net (3,905) (4,360)
Other, net 5 (162)
------------ -----------
Loss before benefit from income taxes and minority interest (4,164) (3,559)
BENEFIT FROM INCOME TAXES 1,561 1,296
------------ -----------
Loss before minority interest (2,603) (2,263)
MINORITY INTEREST - 588
------------ -----------
Net loss $ (2,603) $ (1,675)
============ ===========
Loss per common share - basic
Net loss available for common shareholders $ (0.17) $ (0.45)
Weighted average common shares outstanding 14,900,593 6,136,630
Loss per common share - diluted
Net loss available for common shareholders $ (0.17) $ (0.45)
Weighted average common shares outstanding 14,900,593 6,136,630
The accompanying notes are an integral part of these statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
U.S. AGGREGATES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share amounts)
THREE MONTHS ENDED
MARCH 31,
--------------------------
2000 1999
------------- -----------
(unaudited)
<S> <C> <C>
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES $ (6,531) $ 2,184
------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (9,681) (10,309)
Proceeds from sale of fixed assets 77 29
------------- -----------
Net cash used in investing activities (9,604) (10,280)
------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (7,810) (8,150)
New borrowings 24,000 15,155
Dividends paid (447) -
Other 37 36
------------- -----------
Net cash provided by financing activities 15,780 7,041
------------- -----------
NET DECREASE IN CASH (355) (1,055)
CASH, beginning of period 4,478 2,849
------------- -----------
CASH, end of period $ 4,123 $ 1,794
============= ===========
DISCLOSURE OF SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 4,677 $ 3,488
Taxes 693 728
NONCASH TRANSACTIONS:
Accretion of preferred stock dividend - 1,089
Dividends declared but not paid 447 -
Conversion of operating leases to capital leases 14,224 -
The accompanying notes are an integral part of these statements.
</TABLE>
5
<PAGE>
U.S. AGGREGATES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Basis of Presentation
Founded in 1994, U.S. Aggregates, Inc. ("USAI" or the "Company") is a
leading producer of aggregates. Aggregates consist of crushed stone, sand and
gravel. The Company's products are used primarily for construction and
maintenance of highways, other infrastructure projects, and for commercial and
residential construction. USAI serves local markets in nine states in two
regions of the United States, the Mountain states and the Southeast.
The accompanying unaudited condensed consolidated financial statements of
U.S. Aggregates, Inc. and subsidiaries have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to the Quarterly Report on Form 10-Q and to Article 10 of
Regulation S-X. In the opinion of management, the interim financial information
provided herein reflects all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the results of operations for the
interim periods. The results of operations for the three months ended March 31,
2000, are not necessarily indicative of the results to be expected for the full
year.
These condensed consolidated financial statements and the notes thereto
should be read in conjunction with the consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
2. Risk Factors
The Company's business is seasonal with peak revenue and profits occurring
primarily in the months of April through November. Bad weather conditions
during this period could adversely affect operating income and cash flow and
could therefore have a disproportionate impact on the Company's results for the
full year. Quarterly results have varied significantly in the past and are
likely to vary significantly from quarter to quarter in the future.
A majority of the Company's revenues are from customers who are in
industries and businesses that are cyclical in nature and subject to changes in
general economic conditions. In addition, since operations occur in a variety
of geographic markets, the Company's business is subject to the economic
conditions in each such geographic market. General economic downturns or
localized downturns in the regions where the Company has operations, including
any downturns in the construction industry, could have a material adverse effect
on the Company's business, financial condition and results of operations.
The Company's operations are subject to and affected by federal, state and
local laws and regulations including such matters as land usage, street and
highway usage, noise level and health, safety and environmental matters. In
many instances, various permits are required. Although management believes that
the Company is in compliance with regulatory requirements, there can be no
assurance that the Company will not incur material costs or liabilities in
connection with regulatory requirements.
Certain of the Company's operations may from time to time involve the use
of substances that are classified as toxic or hazardous substances within the
meaning of these laws and regulations. Risk of environmental liability is
inherent in the operation of the Company's business. As a result, it is
possible that environmental liabilities will have a material adverse effect on
the Company in the future.
6
<PAGE>
3. Long-Term Debt
A summary of long-term debt is as follows:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------- -------------
(dollars in thousands)
<S> <C> <C>
Prudential Insurance subordinated notes, net of discount
of $642 and $664, respectively $ 44,358 $ 44,336
Bank of America term loan A 38,695 39,238
Bank of America term loan B 46,404 46,404
Bank of America revolving loan 49,500 30,000
Notes payable to former stockholders 1,961 4,001
Other 19,164 5,631
-------------- -------------
Total long-term debt 200,082 169,610
Less: Current portion (12,284) (9,298)
-------------- -------------
Long-term debt, net of current portion $ 187,798 $ 160,312
============== =============
</TABLE>
On January 13, 2000, the Company's revolving loan facility was increased
from $60 million to $90 million. The revolving loan is to be paid in full by
the revolving facility termination date in June 2004.
During the first quarter, the Company committed to purchase $14.2 million
of plant and equipment originally financed under operating leases thereby
converting the obligations to capital leases. This amount, less payments made
during the first quarter, is included in the table above under the caption
"Other". Scheduled lease payments did not change from the original lease terms.
Depreciation related to these leases is included in depreciation expense.
4. Shareholders' Equity
The following Statement of Changes in Shareholders' Equity summarizes the
Company's equity transactions between December 31, 1999 and March 31, 2000:
<TABLE>
<CAPTION>
TREASURY STOCK
NOTES ------------------
COMMON STOCK ADDITIONAL RECEIVABLE SHARES TOTAL
------------------- PAID-IN FROM SALE HELD IN RETAINED SHAREHOLDERS'
SHARES AMOUNT CAPITAL OF STOCK TREASURY AMOUNT EARNINGS EQUITY
---------- ------- -------- ---------- -------- -------- ---------- ---------
(in thousands, except share amounts)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
DECEMBER 31, 1999 14,908,222 $ 149 $123,648 $ (1,195) 7,629 $ (2) $ 19,913 $142,513
Interest on notes receivable - - - (23) - - - (23)
Net loss - - - - - - (2,603) (2,603)
Cash dividends declared - - - - - - (447) (447)
---------- ------- -------- ---------- -------- -------- ---------- ---------
BALANCE AT
MARCH 31, 2000 14,908,222 $ 149 $123,648 $ (1,218) 7,629 $ (2) $ 16,863 $139,440
========== ======= ======== ========== ======== ======== ========== =========
</TABLE>
7
<PAGE>
5. Inventories
Inventories consist of the following as of:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- --------------
(dollars in thousands)
<S> <C> <C>
Finished products $ 28,071 $ 24,624
Raw materials 2,418 2,341
Supplies and parts 733 551
Fuel 541 541
Less: Allowances (24) (16)
----------- --------------
$ 31,739 $ 28,041
=========== ==============
</TABLE>
Inventories are pledged as security under various debt agreements.
6. Income per Share
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------------------------------------------
2000 1999
---------------------------------- ---------------------------------
(in thousands, except share amounts)
<S> <C> <C> <C> <C> <C> <C>
PER SHARE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT
--------- ---------- --------- --------- --------- ----------
Net loss $ (2,603) $ (1,675)
Less: Accretion of preferred stock dividend - 1,089
--------- ---------
Basic net loss available for
common shareholders (2,603) 14,900,593 $ (0.17) (2,764) 6,136,630 $ (0.45)
Effect of dilutive securities - -
---------- ---------
Dilutive net loss available for
common shareholders $ (2,603) 14,900,593 $ (0.17) $ (2,764) 6,136,630 $ (0.45)
========= ========== ========= ========= ========= ==========
</TABLE>
7. New Accounting Pronouncements
In June 1999, the FASB issued SFAS No. 137, Accounting for Derivatives and
Hedging Activities - Deferral of the Effective Date of SFAS No. 133, which
amended SFAS No. 133. Because of the Company's minimal use of derivatives,
management does not anticipate that the adoption of FAS 133 will have a
significant impact on net earnings or the financial position of the Company.
8. Effective Tax Rate
In accordance with generally accepted accounting principles, the Company
uses an effective tax rate based on its best estimate of the tax rate expected
to be applicable for the full fiscal year. This estimated rate is applied to
the current year-to-date results to determine the interim provision for income
taxes.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
We conduct our operations through the quarrying and distribution of
aggregate products in nine states in two regions of the United States, the
Mountain states and the Southeast. Our operations have the same general
economic characteristics including the nature of the products, production
processes, type and class of customers, methods of distribution and governmental
regulations.
Including the opening of the Pride, Alabama quarry in October 1999, we have
started nine major greenfield aggregate production sites serving large
metropolitan markets to date. The development of greenfield aggregate
production sites includes securing all necessary permits and zoning to ensure
that commercially economic quantities of aggregates can be produced. These new
sites include both sites which have never been permitted or mined, as well as
sites which may have been properly zoned, but were not operating at sufficient
volumes to be economically viable. Based on our experience, a new aggregate
production site's net sales, cash flow and profitability tend to increase over
the first five years of operation as production increases and the site matures.
On April 24, 2000, U.S. Aggregates announced that it had entered into a
contract with Ready Mix USA, Inc., one of the largest producers of ready mix in
Alabama, for the sale of U.S. Aggregates' ready mix operations in the Birmingham
market for an undisclosed amount. This sale is not expected to have a material
impact on the Company's revenues or net income. Terms of the sale include the
establishment of a long-term contract for U.S. Aggregates to provide Ready Mix
USA with aggregates for its ready mix operations.
Our business is seasonal, with peak sales and profits occurring primarily
in the months of April through November. Accordingly, our results of operations
for any individual quarter are not necessarily indicative of our results for the
full year.
RESULTS OF OPERATIONS
The following Management's Discussion and Analysis should be read in
conjunction with the MD&A included in our Annual Report on Form 10-K for the
year ended December 31, 1999.
First Quarter Ended March 31, 2000 Compared to First Quarter Ended March 31,
1999
Net sales for the first quarter in 2000 increased by 7.8% to $53.0 million
compared to $49.2 million for the first quarter in 1999. This was due to strong
volume growth and favorable price increases for our aggregates and related
products resulting in processed aggregate shipments going up by 12.2% compared
to 1999. The average selling price of processed aggregates increased 6.9% over
1999. Sales of aggregate related products increased 4.4% during the quarter
compared to 1999. Despite higher than anticipated fuel costs, the gross margin
percent was 23.2% in 2000 compared to 23.3% in 1999. Gross profit for the three
months ended March 31, 2000 increased 7.4% to $12.3 million from $11.5 million
for the three months ended March 31, 1999.
Selling, general and administrative expenses were $8.6 million for the
first quarter in 2000 versus $7.2 million in 1999. This increase is primarily
attributable to increased selling, general and administrative expenses in the
regional operating units where we have added personnel to meet the increased
demand for our materials and services. As a percentage of net sales, selling,
general and administrative expenses grew to 16.1% in 2000 from 14.7% in 1999.
As a result of the investment in our business in 1998 and 1999, depreciation and
amortization grew by $0.7 million. Income from operations for the first quarter
in 2000 was a loss of $0.3 million compared to income of $1.0 million for 1999.
Net interest expense decreased to $3.9 million for the three months ended March
31, 2000 from $4.4 million for the same period ended March 31, 1999 primarily as
a result of debt reduction from the use of proceeds from the initial public
offering on August 18, 1999.
The effective tax rate for the quarter was 37.5%, compared to 36.4% from
last year's first quarter.
On August 18, 1999, the minority owned shares of SRM Holdings Corp. (SRMHC)
and Western Aggregates Holding Corp. (WAHC) were converted to 649,363 shares of
U.S. Aggregates, Inc.'s common stock.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, working capital, exclusive of current maturities of debt
and cash items, totaled $45.0 million compared to $40.8 million at December 31,
1999, up 10.3%.
Net cash used in operating activities for the three months ended March 31,
2000 was $6.5 million, compared to the $2.2 million generated during the same
period last year. The use of cash was due to the working capital needs caused
by increased sales and operating activities to support USAI's growing
operations. Net cash used in investing activities for the three months ended
March 31, 2000 was $9.6 million compared to $10.3 million used in the same
period in 1999. During the first quarter of 2000, the Company converted $14.2
million of existing operating leases to capital leases. Net cash provided by
financing activities was $15.8 million for the three months ended March 31, 2000
compared to $7.0 million during the same period last year. In January 2000, the
revolving portion of our credit facility was increased to $90 million from $60
million.
Based on prior performance and current expectations, we expect cash flows
from internally generated funds and our access to capital markets will continue
to be sufficient to provide the capital resources necessary to fund the
operating needs of our existing businesses, cover debt service requirements, and
allow for the payment of dividends.
FORWARD LOOKING STATEMENTS
Certain matters discussed in this report contain forward-looking statements
and information based on management's belief as well as assumptions made by and
information currently available to management. Such statements are subject to
risks, uncertainties and assumptions including, among other matters, future
growth in the construction industry; the ability of U.S. Aggregates, Inc. to
complete acquisitions and effective integration of acquired companies
operations; and general risks related to the markets in which U.S. Aggregates,
Inc. operates. Should one or more of these risks materialize, or should
underlying assumptions prove incorrect, actual results may differ materially
from those projected. Additional information regarding these risk factors and
other uncertainties may be found in the Company's filings with the Securities
and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to certain market risks arising from transactions
that are entered into in the normal course of business.
All of the Company's borrowings under our floating rate credit facilities
are subject to interest rate risk. Borrowings under our syndicated revolving
credit facility bear interest, at our option, at either the Eurodollar rate or
the ABR rate, plus margin. Each 1.0% increase in the interest rates on the
total of our floating rate debt would impact pretax earnings by approximately
$1.3 million. The Company does not use interest rate swap contracts to hedge
the impact of interest rate fluctuations on certain variable rate debt.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, U.S. Aggregates and our subsidiaries have been involved
in various legal proceedings relating to our and our subsidiaries' operations
and properties, all of which we believe are routine in nature and incidental to
the conduct of our and our subsidiaries' business. Our and our subsidiaries'
ultimate legal and financial liability with respect to such proceedings cannot
be estimated with certainty, but we believe, based on our examination of such
matters, that none of these proceedings, if determined adversely, would have a
material adverse effect on our business, financial condition or results of
operations.
ITEM 2. CHANGES IN SECURITIES
On February 4, 2000, the Company granted options to purchase 3,000 shares
of common stock at an exercise price of $15.75 per share to one director
pursuant to the U.S. Aggregates, Inc. 1999 Long Term Incentive Plan. The
issuance described was not registered under the Securities Act of 1933 pursuant
to the exemption under Section 4(2).
ITEM 5. OTHER INFORMATION
On April 24, 2000, U.S. Aggregates announced that it had entered into a
contract with Ready Mix USA, Inc., one of the largest producers of ready mix in
Alabama, for the sale of U.S. Aggregates' ready mix operations in the Birmingham
market for an undisclosed amount. This sale is not expected to have a material
impact on the Company's revenues or net income. Terms of the sale include the
establishment of a long-term contract for U.S. Aggregates to provide Ready Mix
USA with aggregates for its ready mix operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
- ------------ -----------
3.1* Form of Restated Certificate of Incorporation of the
Company (Amendment No. 1 to Form S-1 (Reg. No. 333-79209),
Exhibit 3.1(vi), filed July 14, 1999)
3.2* Form of Restated By-laws of the Company (Amendment No. 1 to
Form S-1 (Reg. No. 333-79209), Exhibit 3.2(ii), filed
July 14, 1999)
27.1 Financial Data Schedule (EDGAR Filing Only)
* Incorporated by reference to the filing indicated
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three months
ended March 31, 2000.
All other items specified by Part II of this report are inapplicable and
accordingly have been omitted.
11
<PAGE>
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.
U.S. AGGREGATES, INC.
Dated: May 9, 2000 /s/ Michael J. Stone
-----------------------------------------------------
Michael J. Stone
Executive Vice President,
Chief Financial Officer, Treasurer and Secretary
12
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ------------ -----------
3.1* Form of Restated Certificate of Incorporation of the
Company (Amendment No. 1 to Form S-1 (Reg. No. 333-79209),
Exhibit 3.1(vi), filed July 14, 1999)
3.2* Form of Restated By-laws of the Company (Amendment No. 1 to
Form S-1 (Reg. No. 333-79209), Exhibit 3.2(ii), filed
July 14, 1999)
27.1 Financial Data Schedule (EDGAR Filing Only)
* Incorporated by reference to the filing indicated
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 AND THE RELATED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH
31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4123
<SECURITIES> 0
<RECEIVABLES> 44768
<ALLOWANCES> 1419
<INVENTORY> 31739
<CURRENT-ASSETS> 88783
<PP&E> 348769
<DEPRECIATION> 35517
<TOTAL-ASSETS> 433764
<CURRENT-LIABILITIES> 51904
<BONDS> 187798
0
0
<COMMON> 149
<OTHER-SE> 139291
<TOTAL-LIABILITY-AND-EQUITY> 433764
<SALES> 53006
<TOTAL-REVENUES> 53006
<CGS> 40694
<TOTAL-COSTS> 53270
<OTHER-EXPENSES> (5)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3905
<INCOME-PRETAX> (4164)
<INCOME-TAX> (1561)
<INCOME-CONTINUING> (2603)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2603)
<EPS-BASIC> (.17)
<EPS-DILUTED> (.17)
</TABLE>
