<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 SEPTEMBER 30, 1995
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 1-10756
CARLISLE PLASTICS, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 04-2891825
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
***************************************************
1314 NORTH THIRD STREET, PHOENIX, AZ 85004-1751
(Address of principal executive offices) (Zip Code)
(602) 407-2100
(Registrant's telephone number, including area code)
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____
AT SEPEMBER 30, 1995, 8,203,973 AND 9,500,312 SHARES OF CARLISLE PLASTICS, INC.
CLASS A COMMON STOCK AND CLASS B STOCK, RESPECTIVELY, WERE OUTSTANDING.
<PAGE> 2
CARLISLE PLASTICS, INC.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1995
INDEX
<TABLE>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
INDEX TO EXHIBITS 12
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands, except share (Unaudited)
and per share amounts) September 30, December 31,
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 3,828 $ 4,488
Receivables--principally trade--net
of allowances of $3,587 as of September 30,
1995 and $4,055 as of December 31, 1994 63,349 55,789
Inventories 54,685 56,538
Other current assets 7,158 7,608
--------- ---------
Total current assets 129,020 124,423
Property, plant and equipment--net of
accumulated depreciation of $97,960 as of
September 30, 1995 and $84,606 as of
December 31, 1994 138,263 139,327
Goodwill--net 64,521 66,117
Other assets--net 8,116 11,125
--------- ---------
TOTAL ASSETS $ 339,920 $ 340,992
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 9,976 $ 9,563
Accounts payable 45,686 37,999
Accrued interest 3,568 960
Other accrued liabilities 6,808 10,674
--------- ---------
Total current liabilities 66,038 59,196
--------- ---------
Long-term debt--net of current portion 189,854 198,277
Deferred income taxes 11,191 11,206
Other non-current liabilities 1,706 2,053
Commitments and contingencies
Stockholders' equity:
Preferred stock--$.01 par value; 10,000,000
shares authorized, no shares issued
or outstanding
Class A common stock--$.01 par value; 50,000,000
shares authorized; 8,203,973 and 8,193,733
issued and outstanding as of September 30, 1995
and December 31, 1994, respectively 82 82
Class B common stock--$.01 par value; 20,000,000
shares authorized; 9,500,312 and 9,510,552
issued and outstanding as of September 30,
1995 and December 31, 1994, respectively 95 95
Additional paid-in capital 68,359 68,359
Retained earnings 2,595 1,724
--------- ---------
Total stockholders' equity 71,131 70,260
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 339,920 $ 340,992
========= =========
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
<PAGE> 4
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(In thousands, except (Unaudited)
per share amounts) PERIODS ENDED SEPTEMBER 30,
THREE MONTHS NINE MONTHS
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 112,417 $ 104,258 $ 328,197 $ 285,352
Cost of goods sold 91,831 79,773 262,160 215,639
--------- --------- --------- ---------
Gross profit 20,586 24,485 66,037 69,713
Operating expenses 15,798 18,763 47,173 50,649
Goodwill and other
amortization 790 778 2,355 2,295
--------- --------- --------- ---------
Operating income 3,998 4,944 16,509 16,769
Interest expense 5,827 4,747 17,444 14,689
Interest and other income (9) (15) (859) (149)
--------- --------- --------- ---------
Income (loss) before provision
for income taxes and
extraordinary item (1,820) 212 (76) 2,229
Income tax (benefit) provision (741) 90 (993) 937
--------- --------- --------- ---------
Income (loss) before
extraordinary item (1,079) 122 917 1,292
Extraordinary item (net of
income tax benefit of $1,574) -- -- -- (2,462)
--------- --------- --------- ---------
Net income (loss) $ (1,079) $ 122 $ 917 $ (1,170)
========= ========= ========= =========
Earnings (loss) per common share:
Before extraordinary item $ (.06) $ .01 $ .05 $ .07
Extraordinary item -- -- -- (.14)
--------- --------- --------- ---------
Net income (loss) $ (.06) $ .01 $ .05 $ (.07)
========= ========= ========= =========
Weighted average of common
and common equivalent shares 17,773 17,704 17,739 17,688
========= ========= ========= =========
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
<PAGE> 5
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(In thousands) (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 917 $ (1,170)
Adjustments to reconcile net income (loss) to
net cash flows from operating activities:
Depreciation and amortization 17,787 16,055
Deferred income taxes (19) 301
Bad debt expense 1,114 48
Gain on sale of fixed assets (98) --
Write-off of deferred financing costs -- 1,331
Other (46) 5
Changes in assets and liabilities:
Receivables (8,674) (17,519)
Inventories 1,853 (2,381)
Other current assets 927 (2,650)
Accounts payable 7,687 12,117
Other accrued liabilities (1,757) (2,039)
Other assets (180) (723)
--------- ---------
Net cash provided by operating activities 19,511 3,375
--------- ---------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (12,928) (16,760)
Proceeds from sale of fixed assets 1,032 --
Purchase of minority interest of subsidiary -- (3,221)
--------- ---------
Net cash used for investing activities (11,896) (19,981)
--------- ---------
CASH FLOWS USED FOR FINANCING ACTIVITIES:
Repayments of long-term debt (7,913) (82,486)
Issuance of long-term debt -- 45,225
Net (repayments) borrowings under long-term
accounts receivable securitization (186) 35,000
Net borrowings under long-term line of credit -- 2,881
Deferred financing costs (176) (1,639)
Exercise of stock options -- 456
--------- ---------
Net cash used for financing activities (8,275) (563)
--------- ---------
CASH AND EQUIVALENTS:
Net decrease (660) (17,169)
BEGINNING OF PERIOD 4,488 19,745
--------- ---------
END OF PERIOD $ 3,828 $ 2,576
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $ 12,142 $ 13,659
Income taxes paid $ 982 $ 543
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
<PAGE> 6
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share amounts)
(Unaudited--See Independent Accountants' Report)
A. BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by Carlisle
Plastics, Inc. (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
statements reflect the adjustments, which are of a normal recurring nature,
necessary to present fairly the Company's financial position as of September 30,
1995 and December 31, 1994 and the results of operations for the three months
and nine months ended September 30, 1995 and 1994 and cash flows for the nine
months ended September 30, 1995 and 1994. While the interim financial
statements and accompanying notes are unaudited, they have been reviewed by
Deloitte & Touche LLP, the Company's independent certified public accountants.
Results of operations are not necessarily indicative of the results expected
for the full year. Certain amounts in the prior period's financial statements
have been reclassified to conform to the current period's presentation.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes included in the Company's
Form 10-K for the year ended December 31, 1994.
B. INVENTORIES
Inventories consisted of the following at September 30, 1995 and December 31,
1994:
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
1995 1994
-------- --------
<S> <C> <C>
Raw materials $ 19,289 $ 21,823
Finished Goods 35,396 34,715
-------- --------
Total $ 54,685 $ 56,538
======== ========
</TABLE>
C. RELATED PARTY TRANSACTIONS
Management fees incurred with respect to services rendered by affiliates of a
major stockholder were $188 and $563 for the three and nine months ended
September 30, 1995, respectively, and $313 and $1,063 for the three and nine
months ended September 30, 1994, respectively.
<PAGE> 7
INDEPENDENT ACCOUNTANTS' REPORT
Carlisle Plastics, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of
Carlisle Plastics, Inc. and subsidiaries (the Company) as of September 30, 1995
and the related condensed consolidated statements of operations for the
three-month and nine-month periods ended September 30, 1995 and 1994 and cash
flows for the nine-month periods ended September 30, 1995 and 1994. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Carlisle Plastics, Inc. and
subsidiaries as of December 31, 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 2, 1995, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 1994 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
November 7, 1995
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES
The Company's net sales for the three months ended September 30, 1995 increased
7.8% to $112.4 million from $104.3 million for the three months ended September
30, 1994. Net sales for the nine months ended September 30, 1995 increased
15.0% to $328.2 million from $285.4 million for the nine months ended September
30, 1994. The increase in net sales for both periods is primarily attributable
to increased unit selling prices.
GROSS PROFIT
Gross profit for the three months ended September 30, 1995 decreased to $20.6
million from $24.5 million for the three months ended September 30, 1994. Gross
profit for the nine months ended September 30, 1995 decreased to $66.0 million
from $69.7 million for the nine months ended September 30, 1994. Gross profit
as a percent of sales decreased to 18.3% from 23.5% for the three month period
and decreased to 20.1% from 24.4% for the nine month period. The decrease in
gross profit as a percentage of sales for both periods is primarily attributable
to increases in the cost of resin materials and product mix changes.
OPERATING EXPENSES
Operating expenses, exclusive of goodwill and other amortization, decreased
15.8% to $15.8 million from $18.8 million for the three months ended September
30, 1995 and 1994, respectively. The decrease in operating expenses for the
three month period is attributable to decreases in freight, advertising and
promotions, management fees and administrative costs. The decrease in
advertising and promotions, and administrative costs are primarily the result of
Company wide strategic cost reduction measures.
For the nine month period ended September 30, 1995 operating expenses, exclusive
of goodwill and other amortization, decreased 6.9% to $47.2 million from $50.6
million for the comparable 1994 period. The decrease in operating expenses for
the nine month period is attributable to decreases in freight, advertising and
promotions, management fees and administrative costs, partially offset by
increased selling costs. The majority of the reduction in operating expenses
for the 1995 nine month period is attributable to cost savings realized during
the three months ended September 30, 1995 discussed above.
INTEREST EXPENSE
Interest expense increased 22.8% to $5.8 million for the three months ended
September 30, 1995 and 18.8% to $17.4 million for the nine months ended
September 30, 1995 from $4.7 million and $14.7 million for the comparable three
and nine month periods in 1994, respectively. The increase in interest expense
is primarily attributable to an increase in the Company's average outstanding
debt and amortization related to an interest rate contract settlement. Cash
paid for interest decreased 11% from $13.7 million for the nine months ended
September 30, 1994 to $12.1 million for the nine months ended September 30,
1995.
<PAGE> 9
INTEREST AND OTHER INCOME
Interest and other income for the nine months ended September 30, 1995 was $.9
million and includes a $.8 million gain from the sale of the Company's option
to purchase a building.
INCOME TAXES
The Company recorded a net tax benefit of $.7 million and $1.0 million for the
three and nine months ended September 30, 1995, respectively. The net tax
benefit for the nine month period is primarily comprised of a $1.0 million
benefit recorded due to the favorable settlement of certain tax audits for 1991
and prior. The effective tax rates (exclusive of the $1.0 million tax benefit)
are approximately 40.7% and 56.6% for the three and nine month periods,
respectively. The provision for income taxes (exclusive of the $1.0 million tax
benefit) is based upon the estimated annual effective tax rate.
NET (LOSS) INCOME
Net (loss) income for the three months ended September 30, 1995 decreased to
$(1.1) million from $.1 million for the three months ended September 30, 1994.
Net income for the nine months ended September 30, 1995 increased to $.9 million
from $(1.2) million for the nine months ended September 30, 1994. The net loss
for the 1994 nine month period included a $2.5 million extraordinary charge
due to the early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital as of September 30, 1995 decreased $2.2 million
to $63.0 million from $65.2 million as of December 31, 1994. The decrease in
working capital is primarily the net effect of increases in accounts receivable
and accounts payable as a result of increases in raw material costs and selling
prices, increase in accrued interest attributable to the timing of semi-annual
interest payments on the 10.25% Notes and the Variable Notes, and decreases in
inventory and other accrued liabilities.
For the nine months ended September, 30 1995, net cash provided by operating
activities was $19.5 million compared to $3.4 million for the comparable period
in 1994. The increase in cash provided by operations is attributable to
increases in net income, non-cash charges and accounts payable partially offset
by an increase in accounts receivable.
Net cash used for investing activities decreased $8.1 million to $11.9 million
for the nine months ended September 30, 1995 from $20.0 million for the
comparable 1994 period. The 1995 period includes proceeds received principally
from the sale of certain assets at the Company's Batavia, New York location.
The 1994 period includes the purchase of the remaining outstanding minority
interest of Rhino-X and the expansion of plant capacity for the Company's high
density product lines. The Company anticipates that capital expenditures for
fiscal year 1995 will be less than the annual charge for depreciation.
Net cash used for financing activities was $8.3 million compared to $.6 million
for the nine months ended September 30, 1995 and 1994, respectively. The 1995
use of cash primarily represents the aggregate monthly principal reduction under
the Company's equipment sale and leaseback note payable. In 1994, the $10.0
million 1994 Notes and $68.5 million 13.75% Notes were retired and replaced with
a sale and leaseback note payable, accounts receivable securitization, and a
revolving credit facility.
Available and outstanding borrowing under the Company's accounts receivable
securitization funding agreement at September 30, 1995 were $42.9 million and
<PAGE> 10
$38.0 million, respectively. At September 30, 1995 the Company's revolving
inventory credit facility had available borrowing of $23.5 million and no
outstanding borrowings. In addition, the Company has available operating lease
commitments aggregating $12.5 million. Any unused portion of the operating
lease commitments expire in January and May 1996 with regard to $5.0 million and
$7.5 million in operating lease commitments, respectively.
Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities will be sufficient to
cover future operating requirements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 2. Changes in Securities:
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:
The Index to Exhibits as set forth on page 12.
<PAGE> 11
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.
CARLISLE PLASTICS, INC.
Date November 14, 1995 /s/PATRICK J. O'LEARY
--------------------- ------------------------------
Patrick J. O'Leary
Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
<PAGE> 12
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
INDEX TO EXHIBITS
10.8 Management Agreement dated as of September 1, 1995 between the Company
and Carlisle Plastics Management Corporation.
<PAGE> 1
EXHIBIT 10.8
MANAGEMENT SERVICES AGREEMENT
September 1, 1995
Mr. William H. Binnie
President
Carlisle Plastics Management Corporation
One Harbour Place
Portsmouth, NH 03801
This Management Services Agreement, made and entered into by and between
CARLISLE PLASTICS, INC. (the "Company"), a Delaware Corporation, with its
principal place of business at 1314 North Third Street, Phoenix, Arizona and
Carlisle Plastics Management Corporation, ("CPMC"), a corporation with its
principal place of business at One Harbour Place, Portsmouth, New Hampshire.
WITNESSETH
The Company and CPMC hereby agree as follows:
SECTION 1.1 Nature of Agreement. This Agreement documents the
understanding between the Company and CPMC with respect to certain management
services, specified below, to be provided by CPMC over the next year.
SECTION 2.1 Management Services. Carlisle Plastics Management Corporation
("CPMC") will provide the Company with management services in the areas of:
- Strategic planning;
- Finance and banking relationships;
- Capital market transactions;
- Acquisitions and disposals
- Assistance with key relationships including vendors,
shareholders, investors and lenders;
collectively, "Management Services". CPMC will be available for furnishing of
such Management Services on an as-needed basis and will provide the necessary
resources. The Management Services listed above are not intended to be all
inclusive. Specifically, these services will include the time of William H.
Binnie who will contribute to the Company in his role as Chairman and a member
of the Executive Committee.
Accordingly, CPMC agrees to furnish additional services to the Company,
from time to time, as such additional services are requested by the Company.
<PAGE> 2
INDEMNITY
The Company will, at all times, protect, defend, indemnify and otherwise
hold CPMC and its officers, directors, employees, and agents (collectively, the
"Indemnified Parties" and each individually, an "Indemnified Party") harmless
against and from any and all claims, suits, actions, debts, costs (including
reasonable attorneys' fees), losses, obligations, judgments, charges and
expenses of any nature whatsoever suffered or incurred by such Indemnified
Parties with respect to any management service or services rendered to the
Company pursuant to this Agreement. This indemnity shall survive the
termination of this Agreement. If any claim is made against any Indemnified
Party that, if sustained, would give rise to a liability pursuant to this
paragraph, the Indemnified Party shall promptly cause written notice of the
claim to be delivered to the Company and shall afford the Company and its
counsel, at the Company's sole expense, the opportunity to defend or settle the
claim; provided, however, that the failure to give such notice shall not relieve
the Company from liability hereunder except to the extent that the Company has
actually been damaged by such failure.
The Company shall notify the Indemnified Party within 30 days after receipt
of such notice of its decision whether to assume defense of such claim. If the
Company assumes the defense of a claim that exclusively seeks monetary damages,
it shall have the right to conduct the defense of such claim and to make such
settlement with regard thereto as it shall in its sole discretion determine. If
the Company assumes the defense of a claim that seeks nonmonetary relief, it
shall have the right to conduct the defense of such claim in consultation with
the Indemnified Party and to make such settlement
(i) with respect to non-monetary relief, as shall be consented to by the
Indemnified Party, such consent not to be unreasonably withheld, and
(ii) with respect to monetary damages, if any, as the Company shall in its
sole discretion determine.
If the Company does not assume the defense of a claim, the Indemnified
Party shall have the right to conduct the defense of such claim in consultation
with the Company and to make such settlement as shall be consented to by the
Company, such consent not to be unreasonably withheld.
PERIOD OF AGREEMENT
This agreement supersedes all previous agreements and will be effective
for the twelve months ended September 1, 1996.
FEES
CPMC will charge the Company an annual fee (the "Management Fee") in an
amount of $750,000 for the 1-year period commencing on September 1, 1995, and
ending on the first anniversary of such date. The Management Fee will be due
and payable in equal monthly installments on the tenth (10th) day of the month
during which the services are provided. CPMC will invoice the Company monthly
for each installment. If other services are arranged by CPMC or are provided
by other independent professionals arranged with or by CPMC's assistance, the
Company agrees to be responsible for such professional fees. Such expenses to
be approved by the Executive Committee. Such responsibility may be satisfied,
depending upon the circumstances, by
<PAGE> 3
(1) an increase in the monthly amount,
(2) direct payment to the independent professional who provided the
service, or
(3) reimbursement to CPMC for any amounts advanced on the Company's
behalf.
The Company agrees to promptly reimburse CPMC for all travel and other
reasonable expenses incurred or paid by CPMC in the performance of management
services pursuant to this Agreement, subject to receipt by the Company of such
expense reports and receipts as it shall reasonably request.
In WITNESS WHEREOF, the Company and CPMC have executed this Agreement on
the 1st of September, 1995.
CARLISLE PLASTICS, INC.
By: /s/ Clifford A. Deupree
-----------------------
Clifford A. Deupree
President and Chief Executive
Officer
CARLISLE PLASTICS MANAGEMENT CORPORATION
By: /s/ William H. Binnie
-------------------------
William H. Binnie
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 3,828
<SECURITIES> 000,000
<RECEIVABLES> 66,927
<ALLOWANCES> 3,587
<INVENTORY> 54,685
<CURRENT-ASSETS> 129,020
<PP&E> 236,223
<DEPRECIATION> 97,960
<TOTAL-ASSETS> 339,920
<CURRENT-LIABILITIES> 66,038
<BONDS> 189,854
<COMMON> 177
000
000
<OTHER-SE> 70,954
<TOTAL-LIABILITY-AND-EQUITY> 339,920
<SALES> 328,197
<TOTAL-REVENUES> 328,197
<CGS> 262,160
<TOTAL-COSTS> 262,160
<OTHER-EXPENSES> 47,555
<LOSS-PROVISION> 1,114
<INTEREST-EXPENSE> 17,444
<INCOME-PRETAX> (76)
<INCOME-TAX> (993)
<INCOME-CONTINUING> 917
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 917
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
