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 28, 1998
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 33-75706-01
BPC HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 35-1814673
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
101 OAKLEY STREET, EVANSVILLE, INDIANA 47710
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 424-2904
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.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Number of Shares Outstanding
COMMON STOCK AS OF MARCH 29, 1998
- -----------------------------------------------------------------------------
Class A - Voting - $.01 Par Value 91,000
Class A - Nonvoting - $.01 Par Value 259,000
Class B - Voting - $.01 Par Value 145,001
Class B - Nonvoting - $.01 Par Value 57,788
Class C - Nonvoting - $.01 Par Value 16,981
1
<PAGE>
BPC HOLDING CORPORATION AND SUBSIDIARIES
FORM 10-Q INDEX
FOR QUARTERLY PERIOD ENDED MARCH 28, 1998
PAGE NO.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 5
Consolidated Statement of Changes in
Stockholders' Equity (Deficit) 6
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
MARCH 28, DECEMBER 27,
1998 1997
-------------- --------------
<S> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 2,713 $ 2,688
Accounts receivable (less allowance for
doubtful accounts of $901 at March 28,1998
and $1,038 at December 27, 1997) 36,776 28,385
Inventories:
Finished goods 23,280 22,029
Raw materials and supplies 7,136 7,429
-------------- --------------
30,416 29,458
Prepaid expenses and other receivables 1,687 1,834
Income taxes recoverable 355 1,167
-------------- --------------
Total current assets 71,947 63,532
Assets held in trust 19,950 19,738
Property and equipment:
Land 6,112 5,811
Buildings and improvements 34,322 33,891
Machinery, equipment and tooling 126,284 122,991
Automobiles and trucks 1,251 1,241
Construction in progress 6,168 10,357
-------------- --------------
174,137 174,291
Less accumulated depreciation 69,214 66,073
-------------- --------------
104,923 108,218
Intangible assets:
Deferred financing and origination fees, net 10,350 10,849
Covenants not to compete, net 4,172 3,940
Excess of cost over net assets acquired, net 29,309 30,303
Deferred acquisition costs 43 13
-------------- --------------
43,874 45,105
Deferred income taxes 2,049 2,049
Other 991 802
-------------- --------------
Total assets $243,734 $239,444
============== ==============
</TABLE>
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
MARCH 28, DECEMBER 27,
1998 1997
-------------- --------------
<S> <C> <C>
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 15,988 $ 16,732
Accrued expenses and other liabilities 6,308 7,162
Accrued interest 10,086 3,612
Employee compensation and payroll taxes 7,679 7,489
Income taxes 81 55
Current portion of long-term debt 9,581 7,619
-------------- --------------
Total current liabilities 49,723 42,669
Long-term debt, less current portion 297,707 298,716
Accrued dividends on preferred stock 4,588 3,674
Other liabilities 3,127 3,360
-------------- --------------
355,145 348,419
Stockholders' equity (deficit):
Class A Preferred Stock; 800,000 shares
authorized; 600,000 shares issued and
outstanding (net of discount of $2,989
at March 28, 1998 and $3,062 at December
27, 1997) 11,582 11,509
Class B Preferred Stock; 200,000 shares
authorized, issued and outstanding 5,000 5,000
Class A Common Stock; $.01 par value:
Voting; 500,000 shares authorized;
91,000 shares issued and outstanding 1 1
Nonvoting; 500,000 shares authorized;
259,000 shares issued and outstanding 3 3
Class B Common Stock; $.01 par value:
Voting; 500,000 shares authorized;
145,001 shares issued and outstanding 1 1
Nonvoting; 500,000 shares authorized;
57,788 shares issued and outstanding 1 1
Class C Common Stock; $.01 par value:
Nonvoting; 500,000 shares authorized;
16,981 shares issued and outstanding - -
Treasury stock: 239 shares (22) (22)
Additional paid-in capital 48,387 49,374
Warrants 3,511 3,511
Retained earnings (deficit) (179,875) (178,353)
-------------- --------------
Total stockholders' equity (deficit) (111,411) (108,975)
-------------- --------------
Total liabilities and stockholders'
equity (deficit) $ 243,734 $ 239,444
============== ==============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Operations
(In Thousands of Dollars)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MARCH 28, MARCH 29,
1998 1997
-------------- --------------
(UNAUDITED)
<S> <C> <C>
Net sales $66,730 $49,007
Cost of goods sold 49,248 38,396
-------------- --------------
Gross margin 17,482 10,611
Operating expenses:
Selling 3,625 2,357
General and administrative 4,398 2,605
Research and development 394 236
Amortization of intangibles 880 278
Other 1,134 831
-------------- --------------
Operating income 7,051 4,304
Other income and expense:
Loss on disposal of property and equipment 133 -
-------------- --------------
Income before interest and income taxes 6,918 4,304
Interest:
Expense (8,665) (7,808)
Income 238 447
-------------- --------------
Loss before income taxes (1,509) (3,057)
Income taxes (credit) 13 (472)
-------------- --------------
Net loss (1,522) (2,585)
Preferred stock dividends (914) (524)
-------------- --------------
Net loss attributable to common shareholders $ (2,436) $ (3,109)
============== ==============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
BPC HOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED
STOCK
----------------- -------------- ADDITIONAL RETAINED
CLASS CLASS CLASS CLASS CLASS TREASURY PAID-IN EARNINGS
A B C A B STOCK CAPITAL WARRANTS (DEFICIT) TOTAL
----- ----- ----- ------- ------ ------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 27, 1997 $ 4 $ 2 $ - $11,509 $5,000 $ (22) $ 49,374 $ 3,511 $(178,353) $(108,975)
Net loss - - - - - - - - (1,522) (1,522)
Accrued dividends on
preferred stock - - - - - - (914) - - (914)
Amortization of preferred
stock discount - - - 73 - - (73) - - -
Balance at March 28, 1998 $ 4 $ 2 $ - $11,582 $5,000 $ (22) $ 48,387 $ 3,511 $(179,875) $(111,411)
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
BPC Holding Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MARCH 28, MARCH 29,
1998 1997
---------- --------
(UNAUDITED)
OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (1,522) $ (2,585)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Depreciation 4,888 3,495
Non-cash interest expense 444 356
Amortization 880 278
Interest income recorded on assets held in trust (211) (405)
Write off of financing fees - 390
Loss on sale of property and equipment 133 -
Deferred income taxes - (707)
Changes in operating assets and liabilities:
Accounts receivable, net (8,390) (9,373)
Inventories (958) 1,781
Prepaid expenses and other receivables 957 162
Accounts payable and accrued expenses 5,130 2,601
Other assets (301) 26
---------- --------
Net cash provided by (used for) operating
activities 1,050 (3,981)
INVESTING ACTIVITIES
Additions to property and equipment (1,963) (2,497)
Proceeds from disposal of property
and equipment 7 -
Acquisitions of businesses - (33,349)
---------- --------
Net cash used for investing activities (1,956) (35,846)
FINANCING ACTIVITIES
Proceeds from borrowings 2,626 33,550
Payments on long-term borrowings (1,626) -
Payments on capital leases (69) (57)
Payment of refinancing fees - (1,186)
---------- --------
Net cash provided by financing activities 931 32,307
---------- --------
Net increase (decrease) in cash and cash 25 (7,520)
equivalents
Cash and cash equivalents at beginning
of period 2,688 10,192
---------- --------
Cash and cash equivalents at end of period $ 2,713 $ 2,672
========== ========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
BPC Holding Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of BPC Holding
Corporation and its subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the periods presented
are not necessarily indicative of the results that may be expected for the full
fiscal year. The accompanying financial statements include the results of BPC
Holding Corporation ("Holding") and its wholly-owned subsidiary, Berry Plastics
Corporation ("Berry"), and its wholly-owned subsidiaries: Venture Packaging,
Inc., Venture Packaging Midwest, Inc., Venture Packaging Southeast, Inc.,
PackerWare Corporation, Berry Iowa Corporation, Berry Tri-Plas Corporation,
Berry Sterling Corporation, Berry Plastics Design Corporation ("Berry Design"),
and AeroCon, Inc. For further information, refer to the consolidated financial
statements and footnotes thereto included in Holding's and Berry's Form 10-K's
filed with the Securities and Exchange Commission for the year ended
December 27, 1997.
2. ACQUISITIONS
On January 17, 1997, Berry acquired certain assets and assumed certain
liabilities of Container Industries, Inc. ("Container Industries") of Pacoima,
California for $2.9 million. The purchase was funded out of operating funds.
The operations of Container Industries are included in the Berry's operations
since the acquisition date using the purchase method of accounting.
On January 21, 1997, Berry acquired the outstanding stock of PackerWare
Corporation, a Kansas corporation, for aggregate consideration of approximately
$28.1 million by way of a merger of PackerWare with a newly-formed, wholly-owned
subsidiary of Berry (with PackerWare being the surviving corporation). The
purchase was primarily financed through the Credit Facility (see Note 3). The
operations of PackerWare are included in Berry's operations since the
acquisition date using the purchase method of accounting.
On May 13, 1997, Berry Design, a newly-formed wholly-owned subsidiary of Berry,
acquired substantially all of the assets and assumed certain liabilities of
Virginia Design Packaging Corp. ("Virginia Design") for approximately $11.1
million. The purchase was financed through the Credit Facility (see Note 3).
The operations of Berry Design are included in Berry's operations since the
acquisition date using the purchase method of accounting.
<PAGE>
2. ACQUISITIONS (CONTINUED)
On August 29, 1997, Berry acquired the outstanding common stock of Venture
Packaging for aggregate consideration of $43.7 million by way of a merger of
Venture Packaging with a newly formed subsidiary of Berry (with Venture
Packaging being the surviving corporation). The purchase was primarily
financed through the Credit Facility (see Note 3). Additionally, preferred
stock and warrants were issued to certain selling shareholders of Venture
Packaging. The operations of Venture Packaging are included in Berry's
operations since the acquisition date using the purchase method of accounting.
The pro forma results listed below are unaudited and reflect purchase
accounting adjustments assuming the Container Industries, PackerWare, Virginia
Design and Venture Packaging acquisitions occurred on December 29, 1996.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
<S> <C>
MARCH 29, 1997
--------------
Net sales $ 63,568
Loss before income taxes (4,367)
Net loss (3,895)
</TABLE>
The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the operating results that would have
occurred had the acquisitions been consummated at the above date, nor are they
necessarily indicative of future operating results. Further, the information
gathered on the acquired companies is based upon unaudited internal financial
information and reflects only pro forma adjustments for additional interest
expense and amortization of the excess of the cost over the underlying net
assets acquired, net of the applicable income tax effect.
3. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
MARCH 28, DECEMBER 27,
1998 1997
----------- ---------------
<S> <C> <C>
Holding 12.50% Senior Secured Notes $105,000 $105,000
Berry 12.25% Senior Subordinated Notes 100,000 100,000
Term loans 57,002 58,300
Revolving line of credit 28,281 25,654
Nevada Industrial Revenue Bonds 5,000 5,000
Iowa Industrial Revenue Bonds 5,400 5,400
South Carolina Industrial Development Bonds 6,650 6,985
Capital lease obligation 485 547
Debt discount (530) (551)
----------- ---------------
307,288 306,335
Less current portion of long-term debt 9,581 7,619
----------- ---------------
$297,707 $298,716
=========== ===============
</TABLE>
The current portion of long-term debt consists of $8.1 million of quarterly
installments on the term loans, a $1.2 million repayment of the industrial
bonds and the monthly principal payments related to a capital lease obligation.
Concurrent with the PackerWare acquisition, Berry entered into a financing and
security agreement with NationsBank, N.A. (the "Credit Agreement") for a senior
secured line of credit in an aggregate principal amount of $60.0 million (the
"Credit Facility"). As a result of the acquisition of assets of Virginia
Design and the acquisition of Venture Packaging, the Credit Facility was
amended and increased to $127.2 million. The indebtedness under the Credit
Facility is guaranteed by Holding and Berry's subsidiaries.
The Credit Facility provides the Company with a $50 million revolving line of
credit, subject to a borrowing base formula, a $58.3 million term loan facility
and a $18.9 million standby letter of credit facility to support Berry's and
its subsidiaries' obligations under the Nevada and Iowa Industrial Revenue
Bonds and the South Carolina Industrial Development Bonds. Berry borrowed all
amounts available under the term loan facility to finance the PackerWare,
Virginia Design and Venture Packaging acquisitions. Based on the borrowing
formula as of March 28, 1998, Berry had approximately $18.5 million of
additional available credit under the revolving line of credit.
<PAGE>
3. LONG-TERM DEBT (CONTINUED)
The Credit Facility matures on January 21, 2002 unless previously terminated by
Berry or by the lenders upon an Event of Default as defined in the Security
Agreement. The term loan facility requires periodic quarterly payments,
varying in amount, beginning in 1998 through the maturity of the facility.
Interest on borrowings on the Credit Facility will be based on the lender's
base rate plus .5% or LIBOR plus 2.0%, at Berry's option.
The Credit Facility contains various covenants which include, among other
things: (i) maintenance of certain financial ratios and compliance with certain
financial tests and limitations, (ii) limitations on the issuance of additional
indebtedness, and (iii) limitations on capital expenditures.
4. BPC HOLDING CORPORATION SUMMARY FINANCIAL INFORMATION (IN THOUSANDS)
The following summarizes parent company only unaudited financial information of
Holding:
<TABLE>
<CAPTION>
MARCH 28, 1998 December 27, 1997
-------------- -----------------
<S> <C> <C>
BALANCE SHEET
Current assets $ 711 $ 708
Noncurrent assets 1,180 (499)
Current liabilities 3,714 510
Noncurrent liabilities 109,588 108,674
Stockholders' equity (deficit) (111,411) (108,975)
</TABLE>
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MARCH 28, 1998 MARCH 29, 1997
-------------- --------------
<S> <C> <C>
STATEMENT OF OPERATIONS
Net sales $ - $ -
Cost of goods sold - -
Loss before income taxes (3,193) (2,463)
Equity in net income (loss) of subsidiary 1,671 (122)
Preferred stock dividends (914) (524)
Net loss attributable to common shareholders (2,436) (3,109)
</TABLE>
<PAGE>
Item 2.
BPC Holding Corporation and Subsidiaries
Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion includes certain forward-looking statements.
Actual results could differ materially from those reflected by the forward-
looking statements in the discussion, and a number of factors could adversely
affect future results, liquidity and capital resources. These factors include,
among other things, the Company's ability to pass through raw material price
increases to its customers, its ability to service debt, the availability of
plastic resin, the impact of changing environmental laws and changes in the
level of the Company's capital investment. Although management believes it has
the business strategy and resources needed for improved operations, future
revenue and margin trends cannot be reliably predicted.
RESULTS OF OPERATIONS
13 WEEKS ENDED MARCH 28, 1998 (THE "QUARTER")
COMPARED TO 13 WEEKS ENDED MARCH 29, 1997 (THE "PRIOR QUARTER")
NET SALES. Net sales increased $17.7 million, or 36%, to $66.7 million
for the Quarter from $49.0 million for the Prior Quarter with an approximate 3%
decrease in net selling price due primarily to competitive market conditions.
The increase in net sales was attributed to a combination of the addition of
Venture net sales of $10.5 million, higher drink cup sales of $0.9 million,
additional housewares sales of $1.2 million, and higher container sales of $5.5
million.
GROSS MARGIN. Gross margin increased by $6.9 million to $17.5 million
for the Quarter from $10.6 million for the Prior Quarter. This increase of 65%
includes the combined impact of the added Venture sales volume, the cyclical
impact of lower raw material costs compared to the Prior Quarter, and
productivity improvement initiatives.
OPERATING EXPENSES. Selling expenses increased by $1.3 million to $3.6
million for the Quarter from $2.4 million for the Prior Quarter principally as
a result of expanded sales coverage and increased product development and
marketing expenses. General and administrative expenses increased from $2.6
million for the Prior Quarter to $4.4 million for the Quarter. The increase
of $1.8 million is primarily attributable to increased patent litigation
expenses and increased accrued bonus expenses. During the Quarter, one-time
transition expenses related to the 1997 acquisitions were $1.0 million and $0.1
million related to the shutdown of the Reno and Anderson facilities. In the
Prior Quarter, one-time transition expenses for the PackerWare and Container
Industries acquisitions were $0.5 million, and costs associated with the
shutdown of the Winchester facility were $0.3 million.
INTEREST EXPENSE. Interest expense increased $0.9 million to $8.7 million
for the Quarter compared to $7.8 million for the Prior Quarter primarily due to
additional borrowings under the Credit Facility (see Note 3) to support the
1997 acquisitions (see Note 2).
INCOME TAX. For the Quarter, the Company incurred income tax expenses of
$0.1 million compared to an income tax benefit of $0.5 million for the Prior
Quarter. The Company continues to operate in a net operating loss carryforward
position for Federal income tax purposes.
NET LOSS AND EBITDA. Net loss for the Quarter of $1.5 million
represented a favorable change of $1.1 million from the net loss of $2.6
million for the Prior Quarter for the reasons discussed above. EBITDA, defined
as income before taxes, interest, depreciation, amortization, loss (gain) on
disposal of property and equipment, write-off of deferred acquisition costs,
write-off of financing fees, and one-time transition expenses was $14.0 million
for the Quarter compared to $8.9 million for the Prior Quarter.
LIQUIDITY AND SOURCES OF CAPITAL
Net cash provided by operating activities was $1.1 million for the Quarter, an
increase of $5.0 million from the Prior Quarter. The increase is primarily the
result of improved operating performance with net income before depreciation
and amortization increasing $3.1 million from the Prior Quarter. Net working
capital changes (defined as accounts receivable, inventories, prepaid expenses,
other receivables, accounts payable and accrued expenses) also increased $1.3
million for the Quarter from the Prior Quarter.
Capital spending of $2.0 million for the Quarter included $1.0 million for
molds and machines, and $1.0 million for building and accessory equipment.
Berry currently intends to finance capital spending through cash flow from
operations, existing cash balances, and cash available under the NationsBank,
N.A. revolving credit agreement.
At March 28, 1998, the Company's cash balance was $2.7 million, and Berry had
unused borrowing capacity under the Credit Facility's borrowing base of
approximately $18.5 million.
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Action was taken by written consent of the holders of a majority
of the issued and outstanding shares of all classes of voting Common
Stock of Holding, which was dated February 2, 1998, to elect the
following individuals to the Board of Directors: Roberto Buaron,
David M. Clarke, Lawrence G. Graev, Donald J. Hofmann, Martin R.
Imbler, James A. Long and Mathew J. Lori. Since that time, James A
Long has resigned and the Board has elected Joseph S. Levy to fill the
vacancy. Such written consent also approved the increase in the
number of shares of Class B Nonvoting Common Stock available for
issuance under Holding's Stock Option Plan, which was increased by
1,000 to a total of 51,620.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None
<PAGE>
SIGNATURE
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.
BPC Holding Corporation
May 7, 1998
/S/ JAMES M. KRATOCHVIL
---------------------------------
James M. Kratochvil
Executive Vice President, Chief Financial
Officer and Secretary of BPC Holding
Corporation (Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-END> MAR-28-1998
<CASH> 2713
<SECURITIES> 0
<RECEIVABLES> 37677
<ALLOWANCES> 901
<INVENTORY> 30416
<CURRENT-ASSETS> 71947
<PP&E> 174137
<DEPRECIATION> 69214
<TOTAL-ASSETS> 243734
<CURRENT-LIABILITIES> 49723
<BONDS> 307288
0
16582
<COMMON> 6
<OTHER-SE> (127999)
<TOTAL-LIABILITY-AND-EQUITY> 243734
<SALES> 66730
<TOTAL-REVENUES> 0
<CGS> 49248
<TOTAL-COSTS> 59679
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 175
<INTEREST-EXPENSE> 8665
<INCOME-PRETAX> (1509)
<INCOME-TAX> 13
<INCOME-CONTINUING> (1522)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1522)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
