<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 27, 1997
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 1-9118
----------------
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
(Address of principal executive offices) (Zip Code)
(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 February 6, 1998:
Common stock.................................4,218,560
================================================================================
<PAGE> 2
PRINTPACK, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at
June 28, 1997 and December 27, 1997
Statements of Operations
for the 26 weeks ended
December 27, 1997 and December 28, 1996
Statements of Operations
for the 13 weeks ended
December 27, 1997 and December 28, 1996
Statements of Cash Flows
for the 26 weeks ended
December 27, 1997 and December 28, 1996
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security
Holders
Item 6. Exhibit
Signatures
Exhibit 27 Financial Data Schedule
<PAGE> 3
PRINTPACK, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 28, DECEMBER 27,
1997 1997
---------------------------
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 1,140 $ 805
Trade accounts receivable, less allowance for doubtful accounts of $852 and $959 76,075 62,343
Inventories 90,074 85,323
Prepaid expenses and other current assets 23,251 14,376
Net assets held for sale 8,673 7,067
Deferred income taxes 2,260 2,755
------------------------
Total current assets 201,473 172,669
------------------------
Property, plant and equipment, net 353,094 355,316
Goodwill, less accumulated amortization of $13,065 and $15,438 67,004 64,631
Other assets 28,939 27,807
Deferred income taxes -- 1,741
------------------------
$ 650,510 $ 622,164
========================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 55,999 $ 55,852
Accrued severance and restructuring costs 3,574 1,524
Accrued salaries, wages, benefits and bonuses 15,333 11,592
Current maturities of long-term debt 16,000 20,000
Short-term borrowings under lines of credit 3,831 10,000
------------------------
Total current liabilities 94,737 98,968
------------------------
Long-term debt 312,000 291,000
Subordinated long-term debt 210,384 210,384
Other long-term liabilities 27,413 26,722
Deferred income taxes 2,434 --
------------------------
Total liabilities 646,968 627,074
------------------------
Shareholders' equity (deficiency)
Common stock, no par value, 5,000,000 shares authorized, 4,218,560
shares issued and outstanding 1,011 1,011
Additional paid in capital 6,687 6,687
Accumulated deficit (4,156) (12,608)
------------------------
Total shareholders' equity (deficiency) 3,542 (4,910)
------------------------
Commitments and contingencies -- --
------------------------
$ 650,510 $ 622,164
========================
</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 28, DECEMBER 27,
1996 1997
--------------------------------------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C>
Net sales $ 351,610 $ 407,175
Cost of goods sold 317,176 355,703
Write-off of margin on acquired inventory 7,296 --
-------------------------------------
Gross margin 27,138 51,472
Selling, administrative and research and development expenses 30,719 36,578
Amortization of intangible assets 1,239 2,373
-------------------------------------
Income (loss) from operations (4,820) 12,521
Other (income) expense
Interest expense 19,514 25,786
Undistributed loss from equity investment 543 125
Other, net (444) (281)
-------------------------------------
Loss before benefit for income taxes (24,433) (13,109)
Benefit for income taxes (6,265) (4,657)
-------------------------------------
Loss before extraordinary item (18,168) (8,452)
Extraordinary item --- Loss on early extinguishment of debt (net
of income tax benefit of $999) 1,631 --
-------------------------------------
Net loss $ (19,799) $ (8,452)
=====================================
Net loss per common share $ (4.69) $ (2.00)
Weighted average number of shares outstanding used in
calculation of net loss per common share 4,218,560 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 28, DECEMBER 27,
1996 1997
----------------------------------------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C>
Net sales $ 200,822 $ 198,009
Cost of goods sold 186,994 169,767
Write-off of margin on acquired inventory 3,648 --
--------------------------------------
Gross margin 10,180 28,242
Selling, administrative and research and development expenses 15,517 18,059
Amortization of intangible assets 932 1,187
--------------------------------------
Income (loss) from operations (6,269) 8,996
Other (income) expense
Interest expense 13,235 12,996
Undistributed loss from equity investment 311 125
Other, net (219) 298
--------------------------------------
Loss before benefit for income taxes (19,596) (4,423)
Benefit for income taxes (8,171) (1,651)
--------------------------------------
Net loss $ (11,425) $ (2,772)
======================================
Net loss per common share $ (2.71) $ (0.66)
Weighted average number of shares outstanding used in
calculation of net loss per common share 4,218,560 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 28, DECEMBER 27,
1996 1997
-----------------------------------------
(IN THOUSANDS) (IN THOUSANDS)
<S> <C> <C>
Operating activities
Net loss $ (19,799) $ (8,452)
Depreciation and amortization 23,786 25,124
Write-off of margin on acquired inventory 7,296 --
Other 12,344 16,531
---------------------------------
Net cash provided by operating activities 23,627 33,203
---------------------------------
Investing activities
Purchases of property, plant and equipment (10,613) (24,123)
Proceeds from sale of property, plant and equipment 189 1,416
Payment for purchase of JR Flexible (369,775) --
---------------------------------
Net cash used in investing activities (380,199) (22,707)
---------------------------------
Financing activities
Principal payments on long-term debt (154,013) (8,000)
Proceeds from issuance of long-term debt 470,000 --
Net proceeds (repayments) under revolving credit facility 20,000 (5,000)
Net proceeds (repayments) under receivable securization
facility 41,000 (4,000)
Net borrowings (repayments) on lines of credit (2,949) 6,169
Debt prepayment premiums and debt issuance costs (17,252) --
---------------------------------
Net cash provided by (used in) financing activities 356,786 (10,831)
---------------------------------
Increase (decrease) in cash and cash equivalents 214 (335)
Cash and cash equivalents, beginning of period 242 1,140
---------------------------------
Cash and cash equivalents, end of period $ 456 $ 805
=================================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 7
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 27, 1997
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 29, 1996 and June 28, 1997 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 December 27, 1997 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 $370 million includes approximately $10 million of severance and
other exit costs primarily associated with the 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:
Working capital, other than cash... $ 58,737
Property, plant, and equipment .... 250,810
Goodwill .......................... 43,851
Other intangibles ................. 26,500
Other liabilities assumed ......... (10,123)
---------
Total purchase price .............. $ 369,775
=========
This allocation has resulted in goodwill of approximately $43.9 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 closure of the two plants represent Company
management's best estimate of the anticipated costs to be incurred. The net
assets of these facilities are recorded as Net Assets Held for Sale in the
Company's balance sheet.
<PAGE> 8
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
Pro forma results, as if the acquisition transaction occurred on June
29, 1996, are as follows:
<TABLE>
<CAPTION>
26 Weeks
Ended
December 28,
1996
--------------
(in thousands)
<S> <C>
Net sales ...................... $ 414,551
Loss before extraordinary item.. (11,238)
Net loss ....................... (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 was approximately 36% and 26%,
respectively, for the 26 weeks ended December 27, 1997 and 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 $4.0 million, which is
reflected in the results of operations for the 26 weeks ended December 28, 1996.
The Company paid no income taxes during either of the 26 week periods
ended December 27, 1997 or December 28, 1996.
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 28, December 27,
1997 1997
-------------- --------------
(in thousands) (in thousands)
<S> <C> <C>
Raw materials .................................................. $ 35,733 $ 33,899
Work-in-process ................................................ 9,070 10,402
Finished goods ................................................. 62,004 58,645
106,807 102,946
Reduction to state inventories at last-in, first-out cost (LIFO) (16,733) (17,623)
--------- ---------
Total inventories .......................................... $ 90,074 $ 85,323
========= =========
</TABLE>
<PAGE> 9
PRINTPACK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
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. Under this arrangement, the Company received additional
proceeds of $18 million during the quarter ended December 28, 1996, of $5
million during the quarter ended March 29, 1997 and of $4 million during the
quarter ended September 27, 1997. The Company repaid $8 million of the
outstanding balance during the quarter ended December 27, 1997.
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 $999,000, 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 27, 1997 is
compared to the same time periods in 1996. The discussion and analysis of
Printpack's financial condition compares its condition at December 27, 1997 to
June 28, 1997. 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 27, 1997 compared to December 28, 1996
Net Sales. Net sales increased $55.6 million or 15.8% to $407.2 million
in 1997 from $351.6 million in 1996 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 $38.5 million or 12.1% to
$355.7 million in 1997 from $317.2 million in 1996. Cost of goods sold decreased
to 87.4% of net sales in 1997 from 90.2% in 1996, primarily due to lower
manufacturing costs in 1997 in the plants acquired from JR Flexible.
Additionally, in 1996 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. Gross margin, consequently, increased $24.3 million or 89.7%
to $51.5 million in 1997 from $27.1 million in 1996.
Operating Expenses. Selling, administrative and research and
development expenses increased $5.9 million or 19.2% to $36.6 million in 1997
from $30.7 million in 1996, primarily due to additional personnel and related
costs. Selling, administrative and research and development expenses as a
percentage of net sales increased to 9.0% in 1997 from 8.7% in 1996 as a result
of additional expenses incurred in 1997.
Operating Income. Income from operations increased $17.3 million to
$12.5 million in 1997 compared to a loss from operations of $4.8 million in
1996. The increase was due to higher gross margins, offset by higher selling,
administrative and research and development expenses, as described above.
Other Income and Expense. Interest expense increased $6.3 million
(32.3%) to $25.8 million in 1997 from $19.5 million in 1996 due to borrowings
incurred in connection with the acquisition on August 22, 1996 (borrowings were
in place for only eighteen of the twenty-six weeks ended December 28, 1996).
An income tax benefit of $4.7 million was realized in 1997 compared to
an income tax benefit of $6.3 million in 1996. The effective income tax rate was
36% in 1997 compared to 26% in 1996. 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 $4.0 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 27, 1997 compared to December 28, 1996
Net Sales. Net sales decreased $2.8 million or 1.4% to $198.0 million
in 1997 from $200.8 million in
<PAGE> 11
1996 due primarily to lost sales resulting from the closing of the San Leandro
and Dayton plants. Sales volume growth was negligible, and price changes to
customers during the period were insignificant.
Gross Margin. Cost of goods sold decreased $17.2 million or 9.2% to
$169.8 million in 1997 from $187.0 million in 1996. Cost of goods sold decreased
to 85.8% of net sales in 1997 from 93.1% in 1996, primarily due to lower
manufacturing costs in 1997 in the plants acquired from JR Flexible.
Additionally, in 1996 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. Gross margin, consequently, increased $18.1 million or
177.4% to $28.2 million in 1997 from $10.2 million in 1996.
Operating Expenses. Selling, administrative and research and
development expenses increased $2.5 million or 16.4% to $18.1 million in 1997
from $15.5 million in 1996, primarily due to additional personnel and related
costs. Selling, administrative and research and development expenses as a
percentage of net sales increased to 9.1% in 1997 from 7.7% in 1996 as a result
of additional expenses incurred in 1997.
Operating Income. Income from operations increased $15.3 million to
$9.0 million in 1997 compared to a loss from operations of $6.3 million in 1996.
The increase was due to higher gross margins, offset by higher selling,
administrative and research and development expenses as described above.
Other Income and Expense. Interest expense decreased $.2 million (1.8%)
to $13.0 million in 1997 from $13.2 million in 1996 due to decreased borrowings
resulting from scheduled debt amortization payments.
Employees. At December 27, 1997, the Company had approximately 3,500
employees, of which approximately 1,100 at five manufacturing facilities are
covered by collective bargaining agreements. The Company considers relations
with its employees to be generally good, and labor contracts were recently
renegotiated in all of its covered facilities, including the Greensburg, Indiana
plant. A strike by the 380 employees at the Greensburg facility began in the
last week of June 1997 and lasted until September 12, 1997. During the quarter
ended December 27, 1997, the Company completed the negotiations of a collective
bargaining agreement with the union representing the Greensburg employees.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $33.2 million in the 26
week period ended December 27, 1997 compared to $23.6 million in the
corresponding period of the prior fiscal year. After adding back depreciation
and amortization, the Company's operations provided $16.7 million in cash in the
first 26 weeks of fiscal 1998 compared to $4.0 million in the corresponding
period of fiscal 1997. An additional $16.5 million in the fiscal 1998 period,
primarily from reductions in working capital, was provided compared to $19.6 in
the corresponding period of fiscal 1997. Depreciation and amortization for the
thirteen weeks ended December 27, 1997 were $12.5 million compared to $14.5
million for the thirteen weeks ended December 28, 1996.
Capital expenditures were $24.1 million in 1997 compared to $10.6
million in 1996, excluding the acquisition of JR Flexible, for which the
finalized payment was $369.8 million. Management estimates its maintenance
capital expenditures for fiscal 1998 will be approximately $15 million and total
capital expenditures will approximate $40 million.
Financing activities in fiscal 1998 were negligible but were
substantial in the first 26 weeks of fiscal 1997 in connection with the
acquisition. In the fiscal 1997 period, $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 27, 1997 of approximately $531.4
million included $221 million of floating rate and $310.4 million of fixed rate
obligations. At December 27, 1997 the Company had approximately $90 million
available for borrowings under its credit agreements.
The Company's primary liquidity needs are for capital expenditures,
debt service and working capital
<PAGE> 12
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.
YEAR 2000 COMPLIANCE
The Company is in the process of improving its computer systems and software
applications to accommodate the "Year 2000" changes necessary to permit correct
recording of yearly dates for 2000 and later years, but does not expect that the
cost of its compliance will be material to its financial condition or results of
operations. While the consequences of an incomplete or untimely resolution of
the Year 2000 issue could have an adverse effect on the future financial results
of the Company, management expects this issue will be satisfactorily resolved
well before the year 2000.
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective January 26, 1998, the following persons were elected as the
directors of Printpack, Inc. without a meeting by means of the written consent
of the holders of a majority of the outstanding shares of common stock of
Printpack, Inc.:
Hugh M. Chapman
Daniel K. Frierson
Gay M. Love
Dennis M. Love
James E. Love III
William J. Love
C. Keith Love
Roy Richards, Jr.
Timothy C. Tuff
L. Neil Williams, Jr.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule (Filed Electronically)
(b) Reports on Form 8-K
No reports on Form 8-K were filed.
<PAGE> 14
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.
PRINTPACK, INC.
Dated: February 9, 1998 By: /s/ R. Michael Hembree
---------------- -------------------------------------
R. Michael Hembree
Vice President-Finance
(Principal Financial Officer and a
duly authorized officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS OF PRINTPACK, INC. FOR THE SIX MONTHS ENDED DECEMBER 27, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-27-1998
<PERIOD-START> JUN-29-1997
<PERIOD-END> DEC-27-1997
<CASH> 805,000
<SECURITIES> 0
<RECEIVABLES> 63,302,000
<ALLOWANCES> 959,000
<INVENTORY> 85,323,000
<CURRENT-ASSETS> 172,669,000
<PP&E> 575,983,000
<DEPRECIATION> 220,667,000
<TOTAL-ASSETS> 622,164,000
<CURRENT-LIABILITIES> 98,968,000
<BONDS> 464,384,000
0
0
<COMMON> 1,011,000
<OTHER-SE> (5,921,000)
<TOTAL-LIABILITY-AND-EQUITY> 622,164,000
<SALES> 407,175,000
<TOTAL-REVENUES> 407,175,000
<CGS> 355,703,000
<TOTAL-COSTS> 355,703,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 559,000
<INTEREST-EXPENSE> 25,786,000
<INCOME-PRETAX> (13,110,000)
<INCOME-TAX> 4,657,000
<INCOME-CONTINUING> (8,452,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,452,000)
<EPS-PRIMARY> (2.00)
<EPS-DILUTED> (2.00)
</TABLE>
