<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended February 28, 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 No. 1-13146
THE GREENBRIER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-0816972
(State of Incorporation)(I.R.S. Employer Identification No.)
One Centerpointe Drive, Suite 200, Lake Oswego, OR 97035
(Address of principal executive offices) (Zip Code)
(503) 684-7000
(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
The number of shares of the registrant's common stock, $0.001
par value per share, outstanding on March 31, 1997 was 14,160,000
shares.
<PAGE>
THE GREENBRIER COMPANIES, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts, unaudited)
February 28, August 31,
1997 1996
Assets
Manufacturing
Current assets:
Cash and cash equivalents $ 1,436 $ 2,303
Accounts receivable 40,026 63,009
Inventories 58,734 75,989
Prepaid expenses 2,324 1,512
-------- --------
102,520 142,813
Property, plant and equipment 38,356 35,893
Other 4,386 3,720
-------- --------
145,262 182,426
Leasing and services
Cash and cash equivalents 3,732 3,780
Restricted cash and investments 6,459 6,400
Accounts and notes receivable 16,673 20,353
Railcars held for refurbishment or sale 9,663 14,459
Investment in direct finance leases 188,292 190,307
Equipment on operating leases 203,681 174,394
Prepaid expenses and other 26,618 23,369
-------- --------
455,118 433,062
-------- --------
$600,380 $615,488
======== ========
Liabilities and Stockholders' Equity
Manufacturing
Current liabilities:
Revolving notes $ 20,792 $ 13,314
Accounts payable and accrued liabilities 41,323 49,924
Current portion of notes payable 1,237 1,053
-------- --------
63,352 64,291
Notes payable 13,591 13,014
-------- --------
76,943 77,305
Leasing and Services
Revolving notes 23,246 14,500
Accounts payable and accrued liabilities 63,020 68,209
Deferred revenue 1,483 4,377
Deferred participation 36,104 32,316
Deferred income taxes 20,044 22,126
Notes payable 204,653 202,211
-------- --------
348,550 343,739
Subordinated debt 41,794 44,554
Minority interest 17,936 38,154
Commitments and contingencies (Note 3)
Stockholders' equity
Preferred stock - $0.001 par value, 25,000
shares authorized, none issued - -
Common stock - $0.001 par value, 50,000
shares authorized, 14,160 outstanding 14 14
Additional paid-in capital 49,109 49,079
Retained earnings 65,657 62,259
Foreign currency translation adjustment 377 384
-------- --------
115,157 111,736
-------- --------
$600,380 $615,488
======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
THE GREENBRIER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts, unaudited)
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
Revenues
Manufacturing $ 74,558 $117,394 $176,437 $212,503
Leasing and services 39,698 24,697 78,714 46,353
-------- -------- -------- --------
Total revenues 114,256 142,091 255,151 258,856
Costs and expenses
Cost of manufacturing
sales 68,282 104,862 162,403 190,932
Leasing and services 22,389 10,872 46,068 20,922
Selling and administrative
expense:
Manufacturing 3,982 3,848 7,769 7,024
Leasing and services 7,129 3,817 12,544 7,018
Corporate 1,908 1,914 3,535 3,468
-------- -------- -------- --------
13,019 9,579 23,848 17,510
Interest expense:
Manufacturing 660 874 1,242 1,832
Leasing and services 5,957 5,590 11,832 10,953
-------- -------- -------- --------
6,617 6,464 13,074 12,785
Minority interest:
Manufacturing 251 77 750 (529)
Leasing and services 116 678 743 1,421
-------- -------- -------- --------
367 755 1,493 892
-------- -------- -------- --------
Total costs and expenses 110,674 132,532 246,886 243,041
Earnings before income
tax expense
Manufacturing 1,383 7,733 4,273 13,244
Leasing and services 4,107 3,740 7,527 6,039
Corporate (1,908) (1,914) (3,535) (3,468)
-------- -------- -------- --------
3,582 9,559 8,265 15,815
Income tax expense (1,405) (3,980) (3,168) (6,873)
-------- -------- -------- --------
Net earnings $ 2,177 $ 5,579 $ 5,097 $ 8,942
======== ======== ======== ========
Net earnings per share $ 0.15 $ 0.39 $ 0.36 $ 0.63
======== ======== ======== ========
Weighted average shares
outstanding 14,160 14,160 14,160 14,160
======== ======== ======== ========
Dividends declared
per share $ 0.06 $ 0.06 $ 0.12 $ 0.12
======== ======== ======== ========
The accompanying notes are an integral part of these statements.
<PAGE>
THE GREENBRIER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
Six Months Ended
February 28, February 29,
1997 1996
Cash flows from operating activities
Net earnings $ 5,097 $ 8,942
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Deferred income taxes (2,082) 1,413
Deferred participation 3,788 3,613
Depreciation and amortization 14,061 11,670
Gain on sales of equipment (4,372) (2,239)
Other (2,512) (765)
Decrease (increase) in assets:
Accounts and notes receivable 27,369 (11,965)
Inventories 17,255 19,023
Prepaid expenses and other (5,714) 647
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (13,790) (4,749)
Deferred revenue (2,894) (3,440)
-------- --------
Net cash provided by operating activities 36,206 22,150
-------- --------
Cash flows from investing activities
Principal payments received under direct
finance leases 6,174 5,333
Investment in direct finance leases (7,816) (10,782)
Proceeds from sales of equipment 14,120 49,086
Purchase of property and equipment (52,019) (58,437)
Investment in restricted cash and investments (59) (8,789)
-------- --------
Net cash used in investing activities (39,600) (23,589)
-------- --------
Cash flows from financing activities
Proceeds from borrowings 33,227 23,455
Repayments of borrowings (12,716) (21,309)
Purchase of minority interest (16,333) -
Dividends (1,699) (1,699)
-------- --------
Net cash provided by financing activities 2,479 447
-------- --------
Decrease in cash and cash equivalents (915) (992)
Cash and cash equivalents
Beginning of period 6,083 10,350
-------- --------
End of period $ 5,168 $ 9,358
======== ========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 13,138 $ 11,983
Income taxes 1,962 5,179
Supplemental schedule of noncash investing and
financing activities
Equipment obtained through borrowings $ 3,577 $ 5,115
Repayment of borrowings through return of
railcars held for refurbishment or sale 7,423 1,534
The accompanying notes are an integral part of these statements.
<PAGE>
THE GREENBRIER COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, unaudited)
Note 1 - INTERIM FINANCIAL STATEMENTS
The consolidated financial statements of The Greenbrier Companies,
Inc. and Subsidiaries ("Greenbrier" or the "company") as of
February 28, 1997 and for the three and six months ended February
28, 1997 and February 29, 1996, have been prepared without audit
and reflect all adjustments (consisting of normal recurring
accruals) which in the opinion of management are necessary for a
fair presentation of the financial position and operating results
for the periods indicated. The results of operations for the six
months ended February 28, 1997 are not necessarily indicative of
the results to be expected for the entire year ending August 31,
1997.
Certain notes and other information have been condensed or omitted
from the interim financial statements presented in this Quarterly
Report on Form 10-Q. Therefore, these financial statements should
be read in conjunction with the consolidated financial statements
contained in Greenbrier's 1996 Annual Report incorporated by
reference into the company's 1996 Annual Report on Form 10-K.
Note 2 - INVENTORIES
February 28, August 31,
1997 1996
Manufacturing supplies and raw materials $ 6,044 $ 5,856
Work-in-process 41,937 60,474
Assets held for sale 10,753 9,659
-------- --------
$ 58,734 $ 75,989
======== ========
Note 3 - COMMITMENTS AND CONTINGENCIES
Purchase commitments of approximately $1,600 for leasing and
services operating equipment were outstanding as of February 28,
1997.
Note 4 - EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
"Earnings per Share" which requires presentation of basic and
diluted earnings per share upon adoption in 1998. If SFAS 128 had
been adopted on September 1, 1996, basic and diluted earnings per
share would have been the same as reported earnings per share.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Greenbrier Companies, Inc. and Subsidiaries ("Greenbrier")
currently operates in two primary business segments: the
manufacture of railcars and marine vessels and the refurbishment
of railcars; and the leasing and management of surface
transportation equipment and related services, including third-
party transportation logistics. The two business segments are
operationally integrated. The manufacturing operations produce
double-stack intermodal railcars, conventional railcars and marine
vessels and perform refurbishment and maintenance activities, a
portion of which is for railcar leasing operations. The leasing
and services operation undertakes most of the sales and marketing
activities for the manufacturing operations. New product
development is also conducted on an integrated basis.
The following table sets forth information regarding costs and
expenses, expressed as a percentage of the associated
manufacturing or leasing and services revenue.
Three Months Ended Six Months Ended
February 28, February 29, February 28, February 29,
1997 1996 1997 1996
Manufacturing:
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 91.6 89.3 92.0 89.8
Selling and
administrative expense 5.3 3.3 4.4 3.3
Interest expense 0.9 0.7 0.7 0.9
Minority interest 0.3 0.1 0.5 (0.2)
Earnings before income
tax expense 1.9 6.6 2.4 6.2
Leasing and services:
Revenues 100.0% 100.0% 100.0% 100.0%
Operating expense 56.4 44.0 58.5 45.1
Selling and
administrative expense 18.0 15.5 15.9 15.2
Interest expense 15.0 22.6 15.0 23.6
Minority interest 0.3 2.8 1.0 3.1
Earnings before income
tax expense 10.3 15.1 9.6 13.0
Corporate expense as a percentage
of total revenues 1.7 1.3 1.4 1.3
Income tax expense as a percentage
of pre-tax earnings 39.2 41.6 38.3 43.5
Net earnings as a percentage of
total revenues 1.9 3.9 2.0 3.5
Three Months Ended February 28, 1997 Compared to Three Months Ended
February 29, 1996
Revenues. Manufacturing revenue for the three-month period ended
February 28, 1997 amounted to $75 million on deliveries of 873
railcars compared to $117 million on 1,854 deliveries in the
corresponding prior period, a decrease of $42 million, or 36%.
The effect on revenue of the reduced deliveries was partially
offset by the higher per unit sales value in the current period.
The current period deliveries consisted exclusively of
conventional railcars consistent with the trend noted in the
November 30, 1996 Form 10-Q. The manufacturing backlog of
railcars for sale and lease was approximately 1,400 railcars with
an estimated value of $82 million as of February 28, 1997, up
slightly from the backlog reported at November 30, 1996. Due to
an industry-wide softening in demand for freightcars, the
manufacturing facilities are operating at reduced production and
workforce levels, impacting operating results for the foreseeable
future.
Leasing and services revenue increased $15 million, or 61%, to
$40 million for the quarter ended February 28, 1997 compared to
$25 million for the quarter ended February 29, 1996. The increase
is primarily a result of the recently expanded third-party
transportation logistics operations and, to a lesser extent,
additional railcars placed in lease service and increased sales of
leased equipment.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Pre-tax earnings realized on the disposition of leased equipment
during the quarter amounted to $3.3 million compared to $1.6
million for the corresponding prior period.
Cost of Manufacturing Sales. Cost of sales as a percentage of
manufacturing revenue increased in the quarter ended February 28,
1997 to 91.6% from 89.3% in the quarter ended February 29, 1996.
The lower margins achieved in the current quarter result from a
less favorable product mix at U.S. operations partially offset by
continued improvement in manufacturing efficiencies at the
Canadian operation. The prior period margin benefited from a more
favorable product mix and the efficiencies of long production runs
at U.S. operations.
Leasing and Services Expense. Leasing and services expense as a
percentage of revenue was 56.4% for the three-month period ended
February 28, 1997. The primary factor in the increased ratio
compared to prior periods is the logistics operation, which is
typically a high-volume business with lower margins than the
leasing operation. The current period ratio is consistent with
expectations for the foreseeable future. Expense as a percentage
of revenue for the corresponding prior period was 44% as it did
not include the logistics operation.
Selling and Administrative Expense. Total selling and
administrative expense increased $3 million, or 36%, to $13
million for the three months ended February 28, 1997 compared to
$10 million for the comparable prior period. This increase is
primarily due to the logistics operation which contributed $2
million and a $700,000 increase in provision for potential loss
associated with receivables from a lessee of marine equipment that
recently filed for protection under Chapter 11 of the Bankruptcy
Code.
Interest Expense. Manufacturing interest expense declined due to
lower working capital borrowings as a result of reduced production
levels in the current period. The increase in leasing and
services interest expense is due to borrowings offset by normal
paydowns of term debt.
Minority Interest. Manufacturing minority interest increased as
a result of improved earnings of the Canadian operation. Leasing
and services minority interest decreased primarily due to the
current period acquisition of a minority investor's interest in a
consolidated leasing and services subsidiary.
Income Tax Expense. The income tax provision for the quarter
ended February 28, 1997 represents an effective tax rate of 42% on
U.S. operations which is consistent with the corresponding prior
period. Consolidated income taxes as a percentage of pre-tax
earnings are less than 42% as the Canadian operation, which is not
included in the consolidated tax return, previously generated
operating loss carryforwards which offset current period taxable
earnings.
Six Months Ended February 28, 1997 Compared to Six Months Ended
February 29, 1996
Revenues. Manufacturing revenue for the six-month period ended
February 28, 1997 decreased $37 million, or 17%, to $176 million
compared to $213 million in the corresponding prior period. Total
railcar deliveries were 2,472 in the current six-month period,
compared to 3,327 in the prior comparable period. Decreased
revenue primarily resulted from fewer railcar deliveries.
Leasing and services revenue increased approximately $33 million,
or 70%, to $79 million for the six months ended February 28, 1997
compared to $46 million in the six months ended February 29, 1996.
This increase is largely due to the recently expanded third-party
transportation logistics operation and, to a lesser extent,
additional railcars placed in lease service and increased sales of
lease equipment.
Pre-tax earnings realized on the disposition of leased equipment
during the six-month period amounted to $3.8 million compared to
$1.9 million realized in the corresponding prior period.
Cost of Manufacturing Sales. Cost of sales as a percentage of
manufacturing revenue increased for the six-month period ended
February 28, 1997 to 92.0% from 89.8% in the comparable prior
period. The margins achieved in the current period result from a
less favorable product mix at U.S. operations partially offset by
continued improvement in manufacturing efficiencies at the
Canadian operation. The prior period margin benefited from a more
favorable product mix and the efficiencies of longer production
runs at U.S. operations.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Leasing and Services Expense. Leasing and services expense as a
percentage of revenue was 58.5% for the period ended February 28,
1997 which includes the high-volume, lower margin logistics
operation. Expense as a percentage of revenue for the
corresponding prior period was 45.1% as it did not include
significant logistics operations.
Selling and Administrative Expense. Total selling and
administrative expense increased $6 million, or 33%, to $24
million for the six months ended February 28, 1997 compared to $18
million for the comparable prior period. This increase is
primarily due to the logistics operation which contributed $5
million and a $700,000 increase in provision for potential loss
associated with receivables from a lessee of marine equipment that
recently filed for protection under Chapter 11 of the Bankruptcy
Code.
Interest Expense. Manufacturing interest expense declined due to
lower working capital borrowings in the current period. The
increase in leasing and services interest expense resulted from
borrowings offset somewhat by normal paydowns of term debt.
Minority Interest. Manufacturing minority interest increased as
a result of improved earnings of the Canadian operation. Leasing
and services minority interest decreased primarily due to the
current period acquisition of a minority investor's interest in a
consolidated leasing and services subsidiary.
Income Tax Expense. The income tax provision for the six-month
period ended February 28, 1997 represents an effective tax rate of
42% on U.S. operations which is consistent with the corresponding
prior period. Consolidated income taxes as a percentage of pre-
tax earnings are less than 42% as the Canadian operation, which is
not included in the U.S. consolidated tax return, previously
generated operating loss carryforwards which offset current period
taxable earnings. In the prior period, no tax benefit was
recognized for the losses incurred by Canadian operations.
Liquidity and Capital Resources
Cash provided by operations totaled $36 million for the six-month
period ended February 28, 1997 compared to $22 million for the
corresponding prior period. The fluctuation in cash from
operations is primarily due to an improved receivables position
combined with reduced inventory and payables resulting from lower
levels of railcar production.
Existing credit facilities aggregate approximately $102 million
at February 28, 1997. A $43 million revolving line of credit,
bearing interest primarily at the bank's Money Market Rate plus
1.5%, is available through June 1997 to provide working capital
and interim financing of equipment for the leasing and services
operations. Borrowings outstanding under this revolving line of
credit were $23 million as of February 28, 1997. A $30 million
operating line of credit, bearing interest at prime, for working
capital and a $10 million term loan facility for certain
manufacturing capital expenditures are available through February
1999 and December 1997 for U.S. manufacturing operations.
Borrowings outstanding under the operating line were $19.9 million
as of February 28, 1997 and there were no borrowings outstanding
under the term facility. An $18 million (at the February 28, 1997
exchange rate) operating line of credit, bearing interest at prime
plus 1.125%, is available through March 1998 for working capital
and certain capital expenditures for the Canadian operations.
Borrowings outstanding under the Canadian operating line of credit
were $900,000 as of February 28, 1997.
Capital expenditures totaled $63 million for the six months ended
February 28, 1997 compared to $74 million for the six months ended
February 29, 1996. Of these capital expenditures, approximately
$58 million and $70 million, respectively, were attributable to
leasing and services operations. Significant leasing and services
capital expenditure programs included additions to the leased
railcar fleet under refurbishment programs and various additions
to the lease fleet related to other equipment purchases, some of
which may be syndicated. Leasing and services capital expenditures
for the remainder of 1997 are expected to be approximately $37
million. In December 1996, the minority investor's interest in a
consolidated subsidiary was acquired for $16 million, utilizing
operating cash flow and available lines of credit.
Approximately $5 million and $4 million of the total capital
expenditures for the six months ended February 28, 1997 and
February 29, 1996 were attributable to manufacturing operations.
Manufacturing capital expenditures for the remainder of 1997 are
expected to be approximately $5 million. Capital expenditure
programs include new and upgraded manufacturing plant and
equipment to improve efficiencies and increase capacity.
<PAGE>
THE GREENBRIER COMPANIES, INC.
Operations in Canada give rise to market risks from changes in
foreign currency exchange rates. To minimize these risks, forward
exchange contracts are utilized. As of February 28, 1997 forward
exchange contracts outstanding for the purchase of Canadian
dollars were $13.5 million and for the purchase of U.S. dollars
were $2 million, maturing at various dates through May 1997.
Realized and unrealized gains and losses from such off-balance
sheet contracts are deferred and recognized in income concurrent
with the hedged transaction.
Dividends of $.06 per share have been paid quarterly beginning in
1995. The most recent quarterly dividend of $.06 per share was
declared in April 1997 to be paid in May 1997.
Management expects existing funds and cash generated from
operations, together with borrowings under existing or future
credit facilities, will be sufficient to fund dividends, working
capital needs, planned capital expenditures and expected debt
repayments. Management anticipates long-term financing will be
required and will continue to be available for the purchase of
equipment to expand Greenbrier's lease fleet.
Forward-Looking Statements
Statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations that are not
statements of historical fact may include forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including, without limitation, statements as
to expectations, beliefs and strategies regarding the future. It
is important to note that actual results or outcomes could differ
materially from such forward-looking statements due to a number of
factors, including, among others, economic conditions; competitive
factors and pricing pressures; shifts in market demand; actual
future costs and availability of materials and a trained
workforce; changes in interest rates; the financial condition of
principal customers; or failure of logistics acquisitions to
compete successfully. The forward-looking statements should be
considered in light of these factors.
<PAGE>
THE GREENBRIER COMPANIES, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders of the registrant was
held on January 14, 1997.
(b) The meeting involved the election of directors. Proxies
for the meeting were solicited pursuant to Regulation 14
under the Securities Exchange Act of 1934. There was no
solicitation in opposition to management's nominees as
listed in the proxy statement. All of management's
nominees were elected. The following table sets forth
information with respect to votes cast for and against
each nominee:
Votes Votes
For Against Votes Broker
Nominee Election Election Abstaining Non-Votes
Alan James 12,225,371 12,320 -- --
William A. Furman 12,225,413 12,278 -- --
C. Bruce Ward 12,225,371 12,320 -- --
The term of office for the following directors continued after
the meeting: Victor G. Atiyeh, Peter K. Nevitt, A. Daniel
O'Neal, Jr. and Benjamin R. Whiteley.
(c) Stockholders ratified appointment of Deloitte & Touche LLP
as independent auditors for fiscal 1997. The appointment was
approved by the vote of 12,227,347 shares in favor, 5,217 shares
against, and 5,127 shares abstained from voting. There were no
broker non-votes.
Stockholders approved the Restated 1995 Employee Stock Purchase
Plan. The Plan was approved by the vote of 12,189,365 shares in
favor, 19,244 shares against, and 9,776 shares abstained from
voting. There were no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Form 8-K
No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE>
THE GREENBRIER COMPANIES, INC.
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.
THE GREENBRIER COMPANIES, INC.
Date: April 11, 1997 By: /s/ Larry G. Brady
-------------------- --------------------------
Larry G. Brady
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the company's
consolidated financial statements for the quarter ended February 28, 1997 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> FEB-28-1997
<CASH> 11,627<F1>
<SECURITIES> 0
<RECEIVABLES> 56,699
<ALLOWANCES> 0
<INVENTORY> 58,734
<CURRENT-ASSETS> 102,520
<PP&E> 38,356
<DEPRECIATION> 0
<TOTAL-ASSETS> 600,380
<CURRENT-LIABILITIES> 63,352
<BONDS> 0
0
0
<COMMON> 14
<OTHER-SE> 115,143
<TOTAL-LIABILITY-AND-EQUITY> 600,380
<SALES> 0
<TOTAL-REVENUES> 255,151
<CGS> 208,471
<TOTAL-COSTS> 246,886
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,074
<INCOME-PRETAX> 8,265
<INCOME-TAX> 3,168
<INCOME-CONTINUING> 5,097
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,097
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
<FN>
<F1>Of this amount, $6,459 is restricted.
</FN>
</TABLE>
