<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 December 28, 1996
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
-----------------------------
PRINTPACK, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0673779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4335 Wendell Drive, S.W.
Atlanta, Georgia 30336
(404) 691-5830
(Registrant's telephone number, including area code)
Not applicable
(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
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
Total number of shares of outstanding stock (net of shares held in treasury) as
of December 28, 1996
Common stock.................4,218,560
================================================================================
<PAGE> 2
PRINTPACK, INC.
INDEX
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Balance Sheets at
December 28, 1996 and September 28, 1996
Statements of Operations
for the 26 weeks ended
December 28, 1996 and December 23, 1995
Statements of Operations
for the 13 weeks ended December 28, 1996
and December 23, 1995
Statements of Cash Flows
for the 26 weeks ended December 28, 1996
and December 23, 1995
Notes to Financial Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations
Part II. OTHER INFORMATION:
Item 3. Exhibit
Signatures
Exhibit 27-1 Financial Data Schedule
<PAGE> 3
PRINTPACK, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 29, December 28,
1996 1996
----------------------------
(in thousands)
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ 242 $ 456
Trade accounts receivable, less allowance for doubtful accounts of $286 and $713 35,742 71,815
Inventories 34,831 94,771
Prepaid expenses and other current assets 10,348 24,364
Net assets held for sale --- 15,000
Deferred income taxes 1,844 1,068
----------------------------
Total current assets 83,007 207,473
----------------------------
Property, plant and equipment, net 137,628 382,572
Intangibles, less accumulated amortization of $1,301 and $2,540 617 54,459
Other assets 9,270 33,092
Deferred income taxes 747 ---
----------------------------
$231,269 $677,597
============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 26,539 $ 72,062
Accrued severance and restructuring costs 5,986 27,561
Accrued salaries, wages, benefits and bonuses 6,967 11,268
Current maturities of long-term debt 30,625 14,555
Short-term borrowings under lines of credit 5,504 ---
----------------------------
Total current liabilities 75,621 125,446
----------------------------
Long-term debt 110,625 519,000
Subordinated debt 10,384 10,384
Other long-term liabilities 21,179 26,165
Deferred income taxes --- 2,882
----------------------------
Total liabilities 217,809 683,877
----------------------------
Shareholders' equity
Common stock, no par value, 5,000,000 shares authorized, 4,218,560
shares issued and outstanding 1,017 1,017
Additional paid in capital 9,302 9,302
Retained earnings (accumulated deficit) 3,141 (16,599)
----------------------------
Total shareholders' equity (deficiency) 13,460 (6,280)
----------------------------
Commitments and contingencies --- ---
----------------------------
$231,269 $677,597
============================
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE> 4
PRINTPACK, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
26 Weeks 26 Weeks
Ended Ended
December 23, December 28,
1995 1996
-------------------------------
(in thousands) (in thousands)
<S> <C> <C>
Net sales $212,648 $ 351,610
Cost of goods sold 177,697 310,506
Amortization of purchase price allocated to inventory --- 7,296
Acquired parts inventory write-off --- 6,670
-------------------------
Gross margin 34,951 27,138
Selling, administrative and research and development expenses 23,862 30,719
Restructuring charges 48 ---
Amortization of intangible assets 84 1,239
-------------------------
Income (loss) from operations 10,958 (4,820)
Other (income) expense
Interest expense 5,132 19,514
Undistributed loss from equity investment 571 543
Other, net (449) (444)
-------------------------
Income (loss) before provision for income taxes 5,705 (24,433)
Provision (benefit) for income taxes 656 (6,265)
-------------------------
Income (loss) before extraordinary item 5,048 (18,168)
Extraordinary item --- Loss on early extinguishment of debt (net
of income tax benefit of $999) --- 1,631
-------------------------
Net income (loss) $ 5,048 $ (19,799)
=========================
Net income (loss) per common share $ (4.69)
Weighted average number of shares outstanding used in
calculation of net income per common share 4,218,560
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE> 5
PRINTPACK, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
13 Weeks 13 Weeks
Ended Ended
December 23, December 28,
1995 1996
------------------------------
(in thousands) (in thousands)
<S> <C> <C>
Net sales $105,530 $ 200,822
Cost of goods sold 88,242 180,324
Amortization of purchase price allocated to inventory --- 3,648
Acquired parts inventory write-off --- 6,670
-------------------------
Gross margin 17,288 10,180
Selling, administrative and research and development expenses 12,364 15,517
Amortization of intangible assets 42 932
-------------------------
Income (loss) from operations 4,882 (6,269)
Other (income) expense
Interest expense 2,557 13,235
Undistributed loss from equity investment 278 311
Other, net (773) (219)
-------------------------
Income (loss) before provision for income taxes 2,820 (19,596)
Provision (benefit) for income taxes 111 (8,171)
-------------------------
Net income (loss) $ 2,709 $ (11,425)
=========================
Net income (loss) per common share $ (2.71)
Weighted average number of shares outstanding used in
calculation of net income per common share 4,218,560
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE> 6
PRINTPACK, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
26 Weeks 26 Weeks
Ended Ended
December 23, December 28,
1995 1996
-------------- -------------
(in thousands) (in thousands)
<S> <C> <C>
Operating activities
Net income (loss) $ 5,048 $(19,799)
Depreciation and amortization 11,769 23,786
Amortization of purchase price allocated to inventory --- 7,296
Acquired parts inventory write-off --- 6,670
Other (1,911) 5,674
------------------------
Net cash provided by operating activities 14,906 23,627
------------------------
Investing activities
Purchases of property, plant and equipment (14,164) (10,613)
Proceeds from sale of property, plant and equipment 23 189
Payment for purchase of JR Flexible --- (369,775)
------------------------
Net cash used in investing activities (14,141) (380,199)
------------------------
Financing activities
Principal payments on long-term debt (350) (154,013)
Proceeds from issuance of long-term debt --- 470,000
Proceeds from borrowings under revolving credit facility --- 20,000
Proceeds from borrowing under receivable securization
facility --- 41,000
Net repayments on lines of credit --- (2,949)
Debt prepayment premiums and debt issuance costs --- (17,252)
------------------------
Net cash provided by (used in) financing activities (350) 356,786
------------------------
Increase in cash and cash equivalents 415 214
Cash and cash equivalents, beginning of period 3,748 242
------------------------
Cash and cash equivalents, end of period $ 4,163 $ 456
========================
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE> 7
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 28, 1996
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Printpack, Inc.
("Printpack" or "Company") have been prepared by Company management and are
presented on a basis in accordance with the accounting policies stated in the
June 24, 1995 and June 29, 1996 financial statements and should be read in
conjunction with the Notes to Financial Statements appearing therein. As
described in the above noted financial statements, effective July 1996, a legal
reorganization was consummated which involved the Company. As such, the
Company's Shareholders' equity has been presented to reflect the reorganization.
In the opinion of Printpack management, all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of such
financial statements have been included in the accompanying interim financial
statements. The results of operations for the three-month and six-month periods
ended September 28, 1996 and December 28, 1996, respectively, are not
necessarily indicative of the results to be expected for the full fiscal year.
2. ACQUISITION
The accompanying unaudited interim financial statements include certain
assets and liabilities and operating results of certain operations acquired from
James River Corporation of Virginia's ("James River") Flexible Packaging
Business ("JR Flexible") as of August 22, 1996. The acquisition was accounted
for using the purchase method of accounting. Accordingly, the purchase price of
approximately $376 million includes approximately $10 million of severance and
other exit costs primarily associated with the announced closing of the San
Leandro and Dayton plants, and approximately $1 million in other acquisition
costs, and has been allocated on the basis of the estimated fair value of the
assets acquired and liabilities assumed. The purchase price was allocated as
follows:
<TABLE>
<S> <C>
Working capital, other than cash............. $ 74,129
Property, plant, and equipment............... 257,137
Goodwill..................................... 28,586
Other intangibles............................ 26,500
Other liabilities assumed.................... (10,123)
--------
Purchase price net of cash received.......... $376,229
========
</TABLE>
This allocation has resulted in goodwill of approximately $28.6 million and
other intangibles of approximately $26.5 million, which are being amortized on a
straight-line basis over 15 years.
Accruals related to the announced closure of the two plants represent
Company management's best estimate of the anticipated costs to be incurred.
Additional costs, if any, associated with the closure of these plants will be
allocated to the purchase price. The current exit plans are expected to be
completed by March 31, 1997. The net assets of these facilities are recorded
as Net Assets Held for Sale in the Company's balance sheet.
The operating results of the facilities being closed are included in the
statement of operations and statement of cash flows presented for the 26 weeks
ended December 28, 1996 from the date of acquisition and were not material to
the Company's financial results for the period.
<PAGE> 8
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
Pro forma results, as if the acquisition transaction occurred on July 1,
1995, are as follows:
<TABLE>
<CAPTION>
26 Weeks 26 Weeks
Ended Ended
December 23, December 28,
1995 1996
------------- -------------
(in thousands) (in thousands)
<S> <C> <C>
Net Sales........................................ $454,976 $414,551
Loss before extraordinary item................... (4,996) (11,238)
Net Income (loss)................................ (4,996) (12,869)
</TABLE>
The pro forma presentation is not necessarily indicative of either the
results of operations that would have occurred had the acquisition taken place
at the beginning of the period or of future results of the Company.
3. INCOME TAXES
Printpack's effective income tax rate exclusive of the one time charge
described below was 23% for the 26 weeks ended December 28, 1996, compared to
36% for the 13 weeks ended December 28, 1996. The increase in the effective
tax rate for the period was primarily due to the change in tax status for the
operations formerly conducted by Printpack Enterprises, Inc., which effective
June 30, 1996, elected to change its Subchapter S tax election to be taxed as a
Subchapter C corporation. The charge as a result of the change in tax status
was approximately $3.8 million, which is reflected in the results of operations
for the 13 weeks ended September 28, 1996.
The Company paid no income taxes during the six-month period ended
December 28, 1996 due to the expected loss, and paid approximately $1.4 million
of income taxes during the six-month period ended December 23, 1995.
4. INVENTORIES
Inventories are stated at the lower of cost or current market value. Cost
is determined using the last-in, first-out (LIFO) method.
Inventories are summarized as follows:
<TABLE>
<CAPTION>
June 29, December 28,
1996 1996
------------- -------------
(in thousands) (in thousands)
<S> <C> <C>
Raw materials................................................... $16,883 $ 36,940
Work-in-process................................................. 6,769 12,081
Finished goods.................................................. 27,220 60,918
------- --------
50,872 109,939
Reduction to state inventories at last-in, first-out cost (LIFO) (16,041) (15,168)
------- --------
Total inventories............................................. $34,831 $ 94,771
======= ========
</TABLE>
<PAGE> 9
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
The purchase price allocation discussed in Note 2 resulted in finished
goods inventory of $7.3 million. As this inventory was sold in the ten weeks
subsequent to the acquisition, approximately half of this allocated amount was
amortized in the thirteen weeks ended September 28, 1996 and half in
the subsequent thirteen weeks.
The purchase price allocation also resulted in maintenance materials and
machine spare parts inventories of about $6.7 million. The Company, in
accordance with its accounting policies, expenses these items when purchased
and, consequently, has written-off this amount during the thirteen weeks ended
December 28, 1996.
5. CONTINGENCIES
Printpack is subject to legal proceedings and other claims which arise in
the ordinary course of business. In the opinion of management, the outcome of
these actions will not materially affect the financial position, results of
operations or cash flows of the Company.
6. DEBT AND EXTRAORDINARY ITEM
During the first quarter of fiscal 1997, the Company completed a
refinancing arrangement contemporaneously with the acquisition of certain
manufacturing facilities from James River. This refinancing provided for the
issuance of approximately $200 million senior subordinated notes bearing
interest at 10 5/8% due 2006 and the issuance of approximately $100 million of
senior notes bearing interest at 9 7/8% due 2004. In addition, the Company also
received approximately $170 million from the proceeds of a term loan and
established a revolving credit facility of approximately $105 million with a
bank syndicate. To complete the financing of the transaction, the Company also
entered into an asset-backed accounts receivable securitization arrangement and
received approximately $23 million of proceeds from the initial borrowing under
the arrangement. The Company received an additional $18 million of proceeds
during the quarter ended December 28, 1996 under this arrangement.
As a result of this debt restructuring, the Company incurred prepayment
fees and recognized an extraordinary loss of approximately $1,631,000, net of
applicable income tax benefit of $999,490, in the Company's results of
operations for the six-month period ended December 28, 1996.
<PAGE> 10
PRINTPACK, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the results of operations of
Printpack for the 26 weeks and for the thirteen weeks ended December 28, 1996
is compared to the same time periods in 1995. The discussion and analysis of
Printpack's financial condition compares its condition at December 28, 1996 to
June 29, 1996. The periods prior to the acquisition of JR Flexible do not
reflect the significant effects of either the acquisition or the financing
activities necessary to consummate the acquisition.
RESULTS OF OPERATIONS
Twenty-six weeks ended December 28, 1996 compared to December 23, 1995
Net Sales. Net sales increased $139.0 million or 65.4% to $351.6
million in 1996 from $212.6 million in 1995 due primarily to sales to both new
and existing customers resulting from the acquisition completed on August 22,
1996. Sales volume growth, other than from the acquisition, was negligible.
Price changes to customers during the period were insignificant.
Gross Margin. Cost of goods sold increased $132.8 million or 74.7% to
$310.5 million in 1996 from $177.7 million in 1995. Cost of goods sold
increased to 88.3% of net sales in 1996 from 83.6% in 1995, primarily due to
higher manufacturing costs in the plants acquired from JR Flexible.
Additionally, parts of the acquisition purchase price were allocated to
finished goods and to maintenance materials and machine spare parts inventory.
As the acquired finished goods were sold over approximately ten weeks
subsequent to the acquisition, the allocation in excess of its cost was
amortized and recorded separately in the income statement. Such costs will not
continue in subsequent periods. Printpack's historical accounting policy is to
expense maintenance materials and machine spare parts when they are purchased
and, consequently, this inventory was written-off in the twenty-six weeks ended
1996. There will be no future charges related to this inventory. Gross margin,
consequently, decreased $7.8 million or 22.4% to $27.1 million in 1996 from
$34.9 million in 1995.
Operating Expenses. Selling, administrative and research and
development expenses increased $6.9 million or 28.7% to $30.7 million in 1996
from $23.9 million in 1995, primarily due to additional personnel and related
costs resulting from the acquisition. Selling, administrative and research and
development expenses as a percentage of net sales declined to 8.7% in 1996 from
11.2% in 1995 as a result of additional sales from the acquisition.
Certain Charges. The interim financial results include certain assets
and liabilities and eighteen weeks of operating results of JR Flexible which
was acquired on August 22, 1996. The acquisition was accounted for using the
purchase method of accounting. Accordingly, the purchase price of
approximately $376 million includes approximately $10.0 million of severance
and other exit costs primarily associated with the announced closing of the San
Leandro and Dayton plants, and approximately $1.0 million in other acquisition
costs, and has been allocated on the basis of the estimated fair value of the
assets acquired and liabilities assumed. This allocation has resulted in
goodwill of approximately $28.6 million and other intangibles of approximately
$26.5 million which are being amortized on a straight-line basis over 15 years.
Accruals related to the announced closure of the two plants represent
management's best estimate of the anticipated costs to be incurred. Additional
costs, if any, associated with the closure of these plants will be allocated to
the purchase price for JR Flexible. The current exit plans are expected to be
completed by March 31, 1997.
<PAGE> 11
The operating results of the JR Flexible facilities being closed are
included in the statement of operations and statement of cash flows presented
for the 26 weeks ended December 28, 1996 from the date of acquisition and were
not material to the Company's financial results for the period.
Operating Income. A loss from operations of $4.8 million was realized in
1996 compared to income from operations of $11.0 million in 1995. The decrease
was due to lower gross margins, higher selling, administrative and research and
development expenses and other acquisition related costs and charges, as
described above.
Other Income and Expense. Interest expense increased $14.4 million
(282.3%) to $19.5 million in 1996 from $5.1 million in 1995 due to increased
borrowings incurred in connection with the acquisition on August 22, 1996.
An income tax benefit of $6.3 million was realized in 1996 compared to
income tax expense of $.7 million in 1995. The effective income tax rate
exclusive of the one time charge described below was 23% in 1996 compared to
12% in 1995. The increase in the effective tax rate was primarily due to the
change in tax status for the operations formerly conducted by Printpack
Enterprises, Inc., which effective June 30, 1996, elected to change its
Subchapter S tax election to be taxed as a Subchapter C corporation. The
charge as a result of the change in tax status was approximately $3.8 million,
which is reflected in the results of operations for the 26 weeks ended December
28, 1996.
In 1996 the Company incurred debt prepayment fees of $1.6 million, net of
the applicable tax benefit, on its indebtedness refinanced in conjunction with
the acquisition.
Thirteen weeks ended December 28, 1996 compared to December 23, 1995
Net Sales. Net sales increased $95.3 million or 90.3% to $200.8 million
in 1996 from $105.5 million in 1995 due primarily to sales to both new and
existing customers resulting from the acquisition completed on August 22, 1996.
Sales volume growth, other than from the acquisition, was negligible. Price
changes to customers during the period were insignificant.
Gross Margin. Cost of goods sold increased $92.1 million or 104.4% to
$180.3 million in 1996 from $88.2 million in 1995. Cost of goods sold
increased to 89.8% of net sales in 1996 from 83.6% in 1995, primarily due to
higher manufacturing costs in the plants acquired from JR Flexible.
Additionally, parts of the acquisition purchase price were allocated to
finished goods and to maintenance materials and machine spare parts inventory.
As the acquired finished goods were sold over approximately ten weeks
subsequent to the acquisition, the allocation in excess of its cost was
amortized and recorded separately in the income statement. Such costs will not
continue in subsequent periods. Printpack's historical accounting policy is to
expense maintenance materials and machine spare parts when they are purchased
and, consequently, this inventory was written-off in the thirteen weeks ended
1996. There will be no future charges related to this inventory. Gross
margin, consequently, decreased $7.1 million or 41.1% to $10.2 million in 1996
from $17.3 million in 1995.
Operating Expenses. Selling, administrative and research and development
expenses increased $3.1 million or 25.5% to $15.5 million in 1996 from $12.4
million in 1995, primarily due to additional personnel and related costs
resulting from the acquisition. Selling, administrative and research and
development expenses as a percentage of net sales declined to 7.7% in 1996 from
11.7% in 1995 as a result of additional sales from the acquisition.
Operating Income. A loss from operations of $6.3 million was realized in
1996 compared to income from operations of $4.9 million in 1995. The decrease
was due to lower gross margins, higher selling, administrative and research and
development expenses and other acquisition related costs and charges, as
described above.
<PAGE> 12
Other Income and Expense. Interest expense increased $10.7 million
(417.6%) to $13.2 million in 1996 from $2.6 million in 1995 due to increased
borrowings incurred in connection with the acquisition on August 22, 1996.
An income tax benefit of $8.2 million was realized in 1996 compared to
income tax expense of $.1 million in 1995. The effective income tax rate was
36% in 1996 compared to 4% in 1995. The increase in the effective tax rate was
primarily due to the change in tax status for the operations formerly conducted
by Printpack Enterprises, Inc., which effective June 30, 1996, elected to
change its Subchapter S tax election to be taxed as a Subchapter C corporation.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $23.7 million in 1996
compared to $14.9 million in 1995. The net loss in 1996, after adding back
depreciation and amortization of $23.8 million, inventory amortization of $7.3
million and inventory write-offs of $6.7 million, provided $14.7 million in cash
compared to $16.7 million in 1995. An additional $5.7 million in 1996,
primarily from working capital reductions, was provided compared to a use of
$1.9 million in 1995. Depreciation and amortization for the thirteen weeks
ended December 28, 1996 were $14.5 million.
Capital expenditures were $10.6 million in 1996 compared to $14.2 million
in 1995, excluding the acquisition of JR Flexible, for which the finalized
payment was $369.8 million. Management estimates its maintenance capital
expenditures for fiscal 1997 will be approximately $15 million and total capital
expenditures will approximate $45 million.
Financing activities in 1995 were negligible but were substantial in 1996
in connection with the acquisition. $154.0 million of principal was repaid,
along with $17.3 million in prepayment premiums and issuance costs, from the
proceeds of $470 million of senior and senior subordinated notes, $20 million
in a revolving credit facility and $41 million in a receivable securitization
facility. Total outstanding debt at December 28, 1996 of approximately $543.9
million included $231 million of floating rate and $312.9 million of fixed rate
obligations. At December 28, 1996 the Company had approximately $94 million
available for borrowings under its credit agreements.
The Company's primary liquidity needs are for capital expenditures, debt
service and working capital and its primary sources of liquidity are cash flows
from operations and borrowings under its existing bank credit facilities. The
Company uses borrowings under its bank credit facilities to meet seasonal
fluctuations in working capital requirements, which generally peak during
January through March when sales volumes generally are lowest. The Company
believes that its sources of liquidity will be adequate to meet its anticipated
requirements for liquidity for at least the next twelve months.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF PRINTPACK, INC. FOR THE SIX MONTHS ENDED DECEMBER 28,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-START> JUN-29-1996
<PERIOD-END> DEC-28-1996
<CASH> 456,000
<SECURITIES> 0
<RECEIVABLES> 72,527,000
<ALLOWANCES> 712,000
<INVENTORY> 94,771,000
<CURRENT-ASSETS> 207,473,000
<PP&E> 564,776,000
<DEPRECIATION> 182,204,000
<TOTAL-ASSETS> 677,597,000
<CURRENT-LIABILITIES> 125,446,000
<BONDS> 488,384,000
0
0
<COMMON> 1,017,000
<OTHER-SE> (7,297,000)
<TOTAL-LIABILITY-AND-EQUITY> 677,597,000
<SALES> 351,610,000
<TOTAL-REVENUES> 351,610,000
<CGS> 310,506,000
<TOTAL-COSTS> 324,472,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 50,000
<INTEREST-EXPENSE> 19,514,000
<INCOME-PRETAX> (24,433,000)
<INCOME-TAX> 6,265,000
<INCOME-CONTINUING> (18,168,000)
<DISCONTINUED> 1,631,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,799,000)
<EPS-PRIMARY> (4.69)
<EPS-DILUTED> (4.69)
</TABLE>
