<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(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, 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 0-24976
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CROWN PACIFIC PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 93-1161833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
121 SW MORRISON STREET, SUITE 1500, PORTLAND, OREGON 97204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 503-274-2300
-------------------------
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
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Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
COMMON UNITS 27,314,277
(Class) (Outstanding at November 6, 1998)
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CROWN PACIFIC PARTNERS, L.P.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page
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<S> <C>
Item 1. Financial Statements
Consolidated Statement of Income - Three Month Periods Ended
September 30, 1998 and 1997 2
Consolidated Statement of Income - Nine Month Periods Ended
September 30, 1998 and 1997 3
Consolidated Balance Sheet -September 30, 1998 and December 4
31, 1997
Consolidated Statement of Cash Flows - Nine Months Ended
September 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
Signature 17
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
1998 1997
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<S> <C> <C>
Revenues......................................................... $ 171,765 $ 121,274
Operating costs:
Cost of products sold.......................................... 144,749 99,474
Selling, general and administrative expenses .................. 7,218 5,194
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Operating income................................................. 19,798 16,606
Interest expense................................................. 12,895 9,410
Amortization of debt issuance costs.............................. 198 185
Other (income) expense, net...................................... (46) 245
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Net income....................................................... $ 6,751 $ 6,766
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Net income per unit.............................................. $ 0.25 $ 0.25
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Weighted average units outstanding............................... 27,314,277 27,104,277
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</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
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CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
1998 1997
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<S> <C> <C>
Revenues......................................................... $ 497,385 $ 364,092
Operating costs:
Cost of products sold.......................................... 415,680 295,398
Selling, general and administrative expenses................... 21,806 18,897
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Operating income................................................. 59,899 49,797
Interest expense................................................. 38,813 28,194
Amortization of debt issuance costs.............................. 630 550
Other (income) expense, net...................................... (714) 220
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Net income....................................................... $ 21,170 $ 20,833
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Net income per unit.............................................. $ 0.77 $ 0.76
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Weighted average units outstanding............................... 27,314,277 27,104,277
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</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
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CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT UNIT DATA)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
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(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................................. $ 15,737 $ 22,384
Accounts receivable........................................................ 84,972 50,523
Notes receivable........................................................... 7,359 4,063
Inventories................................................................ 43,470 44,914
Deposits on timber cutting contracts....................................... 5,543 6,656
Prepaid and other current assets........................................... 3,865 2,421
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Total current assets.................................................... 160,946 130,961
Property, plant and equipment, net of accumulated depreciation
of $28,135 and $22,916.................................................... 48,170 47,325
Timber, timberlands and roads, net........................................... 601,081 645,641
Intangible assets, net of accumulated amortization
of $205 and $61........................................................... 17,494 1,778
Other assets................................................................. 23,569 13,439
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Total assets............................................................ $851,260 $839,144
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LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Notes payable.............................................................. $ 20,000 $ 9,000
Accounts payable........................................................... 18,273 14,626
Accrued expenses........................................................... 20,466 25,007
Accrued interest........................................................... 12,485 6,144
Current portion of long-term debt.......................................... 46 1,000
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Total current liabilities............................................... 71,270 55,777
Long-term debt............................................................... 591,030 574,500
Other non-current liabilities................................................ 624 628
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662,924 630,905
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Commitments and contingent liabilities
Partners' capital:
General partners......................................................... 1,591 2,093
Limited partners (27,314,277 and 27,104,277 units
outstanding at September 30, 1998 and December 31, 1997,
respectively)........................................................... 186,745 206,146
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Total partners' capital................................................ 188,336 208,239
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Total liabilities and partners' capital................................ $851,260 $839,144
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</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net income......................................................... $ 21,170 $ 20,833
Adjustments to reconcile net income to
net cash provided by operating activities:
Depletion, depreciation and amortization....................... 55,137 32,544
Gain on sale of property....................................... (8,272) (1,146)
Other.......................................................... 309 (134)
Net change in current assets and current
liabilities:
Accounts and notes receivable.................................. (34,873) 4,396
Inventories.................................................... 7,376 (12,570)
Deposits on timber cutting contracts........................... 1,113 (1,643)
Prepaid and other current assets............................... (1,505) 194
Accounts payable and accrued expenses.......................... 2,764 16,102
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Net cash provided by operating activities............................ 43,219 58,576
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Cash flows from investing activities:
Additions to timberlands........................................... (11,480) (19,036)
Additions to timber cutting rights................................. (8,081) (4,628)
Additions to equipment............................................. (5,016) (8,362)
Proceeds from sales of property.................................... 14,011 1,990
Principal payments received on notes............................... 5,849 6,141
Purchase of a business............................................. (15,413) -
Other investing activities......................................... (82) 53
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Net cash used in investing activities................................ (20,212) (23,842)
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Cash flows from financing activities:
Net increase (decrease) in short-term borrowings................... 11,000 (7,500)
Proceeds from issuance of long-term debt........................... 183,239 16,500
Repayments of long-term debt....................................... (177,286) (1,000)
Proceeds from sale of partnership interests........................ 1 -
Contributions of capital........................................... 50 -
Distributions to partners.......................................... (45,882) (44,251)
Debt and equity issuance costs..................................... (697) (131)
Other financing activities......................................... (79) (152)
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Net cash used in financing activities................................ (29,654) (36,534)
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Net decrease in cash and cash equivalents............................ (6,647) (1,800)
Cash and cash equivalents at beginning of............................ 22,384 16,818
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Cash and cash equivalents at end of.................................. $ 15,737 $ 15,018
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</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
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CROWN PACIFIC PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS OR AS OTHERWISE INDICATED)
(UNAUDITED)
1: ORGANIZATION AND BASIS OF PRESENTATION
Crown Pacific Partners, L.P. (the "Partnership"), a Delaware limited
partnership, through its 99% owned subsidiary, Crown Pacific Limited
Partnership, was formed in 1994 to acquire, own and operate timberlands and
wood product manufacturing assets. The Partnership's principal operations
consist of the growing and harvesting of timber, the sale of logs and
stumpage and the processing and sale of lumber and other wood products.
The financial statements included in this Form 10-Q are unaudited and reflect
the consolidated financial position, results of operations and cash flows of
the Partnership. These financial statements include all the accounts of the
Partnership but do not contain all of the information required by generally
accepted accounting principles to be included in a full set of financial
statements. The financial statements in the Partnership's 1997 annual report
on Form 10-K, which includes a summary of significant accounting policies of
the Partnership, should be read in conjunction with this Form 10-Q. In the
opinion of management, all material adjustments necessary to present fairly
the results of operations for the three and nine month periods ended
September 30, 1998 and 1997 have been included. All such adjustments are of
a normal and recurring nature and all significant intercompany transactions
have been eliminated. The results of operations for any interim period are
not necessarily indicative of the results of operations for the entire year.
Net income per unit was calculated using the weighted average number of
common and subordinated units outstanding divided into net income, after
adjusting for the General Partner interest. The General Partner income
allocation was $68 for the three months ended September 30, 1998 and 1997,
respectively, and $212 and $208 for the nine months ended September 30, 1998
and 1997, respectively. Adoption of Statement of Financial Accounting
Standards No. 128, EARNINGS PER SHARE (SFAS 128), in 1997 had an immaterial
effect on the Partnership. There is no significant difference between basic
and diluted earnings per unit as net income is allocated proportionately to
both subordinated and common units.
NOTE 2: INVENTORIES
Inventories, consisting of lumber and logs, are stated at the lower of LIFO
cost or market. Supplies and inventories maintained at non-manufacturing
locations are valued at the lower of average cost or market. Inventories
consisted of the following:
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
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<S> <C> <C>
Finished goods $20,105 $13,054
Logs 20,265 29,720
Supplies and other 2,134 1,224
LIFO reserve 966 916
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Total $43,470 $44,914
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</TABLE>
6
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NOTE 3: TIMBER, TIMBERLANDS AND ROADS
In the first quarter of 1998, the Partnership performed its annual update of
its timber inventory system, resulting in an increase in depletion costs for
the first nine months of 1998 of approximately $6.3 million, or $0.23 per
unit, with no impact on cash flow.
NOTE 4: SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental disclosure of cash flow information is as follows:
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1998 1997
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<S> <C> <C>
Cash paid during the period for interest $32,780 $22,325
Property acquired through debt - 8,938
</TABLE>
NOTE 5: ACQUISITION OF ALLIANCE WHOLESALE LUMBER, INC.
In January 1998, the Partnership completed its acquisition of Alliance
Wholesale Lumber, Inc. ("Alliance Lumber") of Phoenix, Arizona. Alliance
Lumber operates three contractor service yards, which provide a variety of
wood products to residential and commercial contractors. Consideration given
by the Partnership totaled $29.5 million, consisting of $15.0 million in
cash, $5.0 million in the Partnership's Common Units and the assumption of
$9.5 million of existing debt. The acquisition was accounted for as a
purchase and the results of Alliance Lumber operations have been included
with those of the Partnership since the acquisition date. Goodwill related
to this acquisition was $15.9 million, which is being amortized over 40
years. The pro forma financial results for the nine months ended September
30, 1997 had the Partnership acquired Alliance Lumber on January 1, 1997 are
as follows:
<TABLE>
<CAPTION>
Nine months ended September 30, 1997
------------------------------------
<S> <C>
Revenue $434,600
Net income 22,300
Net income per unit 0.81
</TABLE>
NOTE 6: DISTRIBUTIONS
In both the first and second quarters of 1998, the Board of Control of the
Managing General Partner authorized the Partnership to make distributions of
$0.551 per unit. The distributions in each quarter totaled $15.4 million
(including $0.3 million to the General Partners) and were paid on May 15,
1998 and August 14, 1998.
NOTE 7: SUBSEQUENT EVENTS
On October 20, 1998, the Board of Control authorized the Partnership to make
a distribution of $0.551 per unit. The total distribution will be $15.4
million (including $0.3 million to the General Partners) and will be paid on
November 13, 1998 to unitholders of record on November 4, 1998.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Crown Pacific's principal operations consist of the growing and harvesting of
timber, the sale of logs and stumpage and the processing and sale of lumber
and other wood products. The Partnership's ability to implement its business
strategy over the long term and its results of operations depend upon a
number of factors, many of which are beyond its control. These factors
include general industry conditions, domestic and international prices and
supply and demand for logs, lumber and other wood products, seasonality and
competition from other supplying regions and substitute products.
FORWARD-LOOKING STATEMENTS
Information contained in Item 2 and other sections of this report include
forward-looking statements including statements regarding the Partnership's
expectations, hopes, beliefs, intentions or strategies regarding the future
that are not purely historical, but are based on assumptions that in the
future may prove not to be accurate. The Partnership's business and
prospects are subject to a number of risks, including the volatility of
global timber and lumber prices and supplies, factors limiting harvesting of
timber including contractual obligations, governmental restrictions, weather
and access limitations - as well as the substantial capital expenditures
required to supply its operations.
Additional factors that could affect future performance include environmental
risks, operating risks normally associated with the timber industry,
competition, government regulation and economic changes in the regions where
the Partnership's products are sold, including Southeast Asia and Japan.
Other risk factors include the value of the U.S. dollar against foreign
currencies and the ability of the Partnership to implement its business
strategy. These and other risks are described in the Partnership's
registration statements and reports filed from time to time on forms 10-K,
8-K and 10-Q and reports to unitholders, which are available from the Company
or the United States Securities and Exchange Commission.
FINANCIAL CONDITION
The Partnership's primary sources of liquidity have been cash provided by
operating activities as well as debt and equity financings. Cash provided by
operating activities was $43.2 million and $58.6 million for the nine-month
periods ended September 30, 1998 and 1997, respectively. Accounts and notes
receivable increased $34.9 million during the nine month period ended
September 30, 1998 primarily due to increases in stumpage sales and sales
from the wholesale operations, offset in part by a $1.5 million increase in
the reserve for uncollectible accounts. The Partnership mitigates its risk on
trade and notes receivable through control procedures to monitor the
credit worthiness of customers. The Partnership may additionally mitigate
credit risk related to notes receivable by obtaining asset lien rights or
other secured interests. Working capital increased to $89.7 million at
September 30, 1998 compared to $75.2 million at December 31, 1997.
Net cash used in investing activities of $20.2 million for the nine month
period ended September 30, 1998 resulted from the acquisition of Alliance
Lumber and additions to timberlands, equipment and timber cutting rights,
which was partially offset by proceeds from sales of properties and principal
payments received on notes receivable.
Net cash used by financing activities of $29.7 million for the nine month
period ended September 30, 1998 resulted primarily from distributions to
partners of $45.9 million, offset by $6.0 million of net proceeds from
long-term debt and $11.0 million of net short-term borrowings.
8
<PAGE>
Cash required to meet the Partnership's quarterly cash distributions (as
required by the Partnership Agreement), to pay for capital expenditures and
to satisfy interest and principal payments on indebtedness, will be
significant. Capital expenditures, excluding purchases of timber and
timberlands, acquisitions of businesses and any costs incurred in connection
with new mills, are expected to be approximately $16.0 million in 1998, $12.6
million of which has already been incurred. The Managing General Partner
expects that capital expenditures will be funded by property sales, cash
generated from operations, current funds and/or bank borrowings. The
Partnership has constructed new sawmills in Port Angeles, Washington and
Bonners Ferry, Idaho. The two new mills will be financed using operating
leases and are expected to be running on a two shift basis by the end of the
fourth quarter of 1998. Debt service is expected to be funded from current
operations. The Partnership expects to make cash distributions from its
current funds and cash generated from operations.
The Partnership has a $40 million revolving credit facility with a group of
banks for working capital purposes and stand-by letters of credit that expire
on September 30, 2000. The credit facility bears a floating rate of
interest, 8.25% at September 30, 1998, and among other provisions, requires
the Partnership to repay all outstanding indebtedness under the facility for
at least 30 consecutive days during any twelve-month period. The line of
credit is secured by the Partnership's inventories and receivables. At
September 30, 1998, the Partnership had $20.0 million outstanding under this
facility, which has subsequently been repaid.
The Partnership also has an Acquisition Facility with a group of banks to
provide for a $150 million revolving line of credit for the acquisition of
additional timber, timberlands and related assets. The Acquisition Facility
is unsecured, bears a floating rate of interest, 6.875% at September 30,
1998, and expires September 30, 2000. At the end of the revolving period,
the Partnership may elect to convert any outstanding borrowings under this
facility to a four-year term loan, requiring quarterly principal payments
equal to 6.25% of the outstanding principal balance on the conversion date.
Borrowings against this facility were $52.5 million at September 30, 1998.
On October 15, 1997, the Partnership used $107.5 million of seller provided
financing to fund the purchase of 65,000 acres of timberland from Trillium
Corp. The notes to Trillium require monthly interest payments, at variable
rates, with principal payments of $55 million in January 1998 and $52.5
million in 1999. The $55 million payment in January 1998 was paid with the
proceeds from a new senior note offering, which was issued in January 1998.
On December 30, 1997, the Partnership issued $15 million of new senior notes
and on January 13, 1998, the Partnership issued an additional $80 million of
new senior notes. The $95 million of combined notes have an average interest
rate of 7.80%, with principal payments of varying amounts due 2010 to 2018.
The proceeds of these notes were used to refinance indebtedness associated
with the Trillium acquisition and to finance a portion of the Alliance Lumber
acquisition.
The Partnership's 9.78%, 9.60% and 8.17% senior notes, issued in 1994, 1995
and 1996, respectively, are unsecured and require semi-annual interest
payments through 2013. These senior notes, with aggregate $391 principal
amount, require the Partnership to make an aggregate annual principal payment
of $37.5 million on December 1, 2002, and principal payments in various
amounts from December 1, 2003 through 2013.
9
<PAGE>
All of the Partnership's senior note agreements and bank lines of credit
contain certain restrictive covenants, including limitations on harvest
levels, land sales, cash distributions and the amount of future indebtedness.
The Partnership was in compliance with such covenants at September 30, 1998.
RESULTS OF OPERATIONS (THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE
MONTHS ENDED SEPTEMBER 30, 1997)
Net revenues during the third quarter ended September 30, 1998 increased
41.6% to $171.8 million, from $121.3 million in the same quarter in 1997.
The $50.5 million increase was principally due to increased revenue from the
Partnership's wholesale operations, increased log and stumpage sales and
increased timberland property sales, offset by a decrease in revenue from
lumber sales from the Partnership's mills. The first quarter of 1998 was the
first quarter that included the results of operations for the recently
acquired Alliance Lumber division.
Revenue from lumber sales, excluding sales from the wholesale operation,
represented 26.4% of revenue in the third quarter of 1998, compared to 40.8%
of revenue in the same quarter of 1997. Average external prices received for
lumber in the Oregon region increased 5.7% to $617 per thousand board feet
(MBF) for the third quarter of 1998 from prices received in the same quarter
of 1997. Lumber prices decreased in Oregon during the third and fourth
quarters of 1997 and have increased in the first three quarters of 1998 as
the U.S. millwork industry worked off existing inventory levels, seasonal
demand increased and the Partnership shifted to the production and sale of
high-grade Ponderosa pine during the early part of the third quarter. Prices
for lumber products sold from the Washington and Inland regions decreased
6.2% and 17.8%, respectively, to $305/MBF and $383/MBF, respectively, in the
third quarter of 1998 compared to $325/MBF and $466/MBF, respectively, in the
comparable quarter of 1997. Price decreases in the Washington region are
primarily a result of a general decline in market conditions for construction
studs, partially offset by a shift to select structural grades, which are
preferred for weather-resistance treatment and demand a market premium over
construction grades. The Partnership expects prices for lumber from this
region to remain stable over the remainder of the year. Price decreases in
the Inland region are primarily due to a general decline in lumber prices,
partially offset by a shift from dimension lumber toward specialty products
like Machine Stress Rated ("MSR") and lamstock during the third quarter of
1998. In general, specialty products sell at a premium of $50 to $100/MBF
over construction grade lumber. The new MSR machine in Bonners Ferry was in
operation for most of the third quarter of 1998. The Partnership expects
prices in the Inland region to remain flat or decline slightly during the
fourth quarter of 1998.
External lumber sales volumes, excluding sales from the wholesale operation,
decreased 1.7% in the third quarter of 1998 to 94.6 million board feet
(MMBF), compared to 96.3 MMBF in the same period of 1997. External lumber
sales volumes of Oregon lumber increased 2.5% to 42.3 MMBF in the 1998
quarter compared to 41.3 MMBF in the 1997 quarter due to increases in
capacity at the Partnership's Gilchrist and Prineville, Oregon facilities
subsequent to capital improvements made in 1996 and 1997. External lumber
sales volumes in the Inland region decreased by 5.3% to 44.4 MMBF in the
third quarter of 1998 compared to 46.9 MMBF in the third quarter of 1997 due
to the one month curtailment at the Bonners/Colburn complex at the end of the
second quarter of 1998. External lumber sales volume from the Washington
region decreased 2.3% to 7.9 MMBF during the third quarter of 1998 compared
to 8.1 MMBF in the third quarter of 1997 primarily as a result of a shift to
higher grade products. Sales volumes from the Washington region are expected
to increase slightly in the fourth quarter of 1998 as the initial production
from the Port Angeles studmill is sold.
10
<PAGE>
Revenue from log sales represented 25.1% of revenue in the third quarter of
1998, compared to 25.2% in the same quarter of 1997. Average external
domestic prices received for logs sold, including stumpage sales, from the
Oregon tree farm increased 30.1% to $502/MBF over prices experienced in the
comparable quarter of 1997. Average external domestic prices received for
logs, including stumpage sales, sold from the Olympic, Inland and Hamilton
tree farms decreased 13.7%, 1.0% and 17.8%, respectively, to $397/MBF,
$413/MBF and $355/MBF, respectively, from prices experienced during the
comparable quarter of 1997. Price increases at the Oregon tree farm are
primarily a result of a species mix shift toward higher price ponderosa pine.
The decreases from the other tree farms are primarily a result of a general
decline in domestic log prices commensurate with lumber price declines and a
significantly smaller amount of stumpage sales in the mix in the 1997 quarter.
Domestic log sales volumes, including stumpage sales, increased 42.2% in the
third quarter of 1998 to 86.8 MMBF, compared to 61.0 MMBF in the same quarter
of 1997. The increases are primarily a result of significant stumpage sales
during the third quarter of 1998 in order to take advantage of favorable log
market conditions in the Oregon region. Log sales volumes are expected to be
significantly lower in the fourth quarter of 1998 due to a reduction in the
fee harvest and the start-up of the new mill in Port Angeles, Washington,
which will begin adding conversion margin to logs from the Olympic tree farm,
effectively reducing the amount of logs and stumpage sold domestically and
for export.
Revenue from sales of logs to customers involved in exporting activities
(included in total log sales above) were approximately $2.6 million, or 1.5%
of revenue in the third quarter of 1998, compared to $2.7 million, or 2.2% of
revenue for the same quarter in 1997. Prices received for export logs
decreased 16.5% to $565/MBF while sales volumes increased 16.7% to 4.6 MMBF
in the third quarter of 1998 from levels experienced in the same quarter of
1997. Increases in sales volumes resulted from a small increase in Asian
markets as they replenish low inventories. The volume of log exports is
expected to increase slightly in the fourth quarter as the Asian markets
continue to replenish low inventories.
Revenue from sales at the Partnership's wholesale operations, consisting of
lumber and other wood products, most of which were not manufactured by the
Partnership, were $77.2 million or 44.9% of revenue in the third quarter of
1998, compared to $33.8 million or 27.9% of revenue in the third quarter of
1997. The increase is primarily a result of the acquisition of Alliance
Lumber, which the Partnership began operating in the first quarter of 1998.
The Partnership expects the wholesale operations to continue to perform well,
in spite of lagging lumber prices, as demand for housing remains strong.
By-product and other revenues accounted for 1.6% of revenue in the third
quarter of 1998, compared to 2.8% of revenue in the same quarter of 1997.
Residual wood chip prices increased 10.6% to $52 per bone dry unit ("BDU") in
the third quarter of 1998 compared to $47/BDU in the third quarter of 1997.
Cost of sales as a percentage of revenue increased slightly to 84.3% in the
third quarter of 1998, compared to 82.0% in the same quarter of 1997. The
increase is primarily the result of a larger portion of the Partnership's
revenue being derived from its wholesale operations, which operate at a lower
margin and lower sales realizations for logs and lumber, which were partially
offset by property sale gains and operating efficiencies resulting from
capital improvements. In addition, the
11
<PAGE>
Partnership has increased its reserve for uncollectible accounts by $1.5
million in 1998, with $0.5 million of this increase occurring during the
third quarter. The increase in the reserve for uncollectible accounts is to
cover an expected loss on the collection of a particular note receivable.
Selling, general and administrative expenses increased $2.0 million to $7.2
million in the third quarter of 1998, compared to $5.2 million in the third
quarter in 1997. Selling, general and administrative expenses represented
4.2% of revenue in the third quarter of 1998 and 4.3% of revenue in the same
quarter of 1997.
Interest expense increased $3.5 million to $12.9 million in the third quarter
of 1998, from $9.4 million in the same quarter in 1997. The increase is
primarily a result of increased debt related to the Trillium and Alliance
Lumber acquisitions.
The Partnership pays no significant income taxes and does not include a
provision for income taxes in its financial statements.
RESULTS OF OPERATIONS (NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE
MONTHS ENDED SEPTEMBER 30, 1997)
Net revenues during the nine months ended September 30, 1998 increased 36.6%
to $497.4 million, from $364.1 million in the same 1997 period. The $133.3
million increase was principally due to increased revenue from the
Partnership's wholesale operations, increased log and stumpage revenue and
increased timberland property sales, offset by a decrease in revenue from
lumber sales from the Partnership's mills. The first quarter of 1998 was the
first quarter that included the results of operations for the recently
acquired Alliance Lumber division.
Revenue from lumber sales, excluding sales from the wholesale operation,
represented 28.3% of revenue in the 1998 period, compared to 42.6% of revenue
in the 1997 period. Average external prices received for lumber in the Oregon
and Inland regions decreased 9.6% and 17.2%, respectively, to $593 per
thousand board feet (MBF) and $395/MBF, respectively, for the first nine
months of 1998 from prices received in the same period of 1997. Lumber prices
decreased in Oregon during the third and fourth quarters of 1997 and have
increased in the first three quarters of 1998 as the U.S. millwork industry
worked off existing inventory levels and seasonal demand increased. In
addition, in the third quarter of 1998, the Partnership had a shift in its
production and sales mix to a higher grade Ponderosa pine. Price decreases
in the Inland region are primarily due to a general decline in market
conditions, partially offset by a shift from dimension lumber toward
specialty products like Machine Stress Rated ("MSR") and lamstock during the
third quarter of 1998. Prices in the Inland region are expected to remain
relatively flat during the fourth quarter of 1998 compared to the third
quarter of 1998. Prices for lumber products sold from the Washington region
decreased 1.9% to $315/MBF in the first nine months of 1998 compared to
$321/MBF in the comparable period of 1997, primarily due to a decline in
general market conditions for construction studs, partially offset by a shift
to select structural grades. The Partnership expects prices for lumber from
this region to remain stable over the remainder of the year.
External lumber sales volumes, excluding sales from the wholesale operation,
increased 4.4% in the 1998 period to 294.4 MMBF, from 282.1 MMBF in the same
period in 1997. Sales volumes of Oregon lumber increased 13.8% to 133.0 MMBF
in the 1998 period from 116.9 MMBF in the 1997 period due to increases in
capacity at the Partnership's Gilchrist and Prineville, Oregon facilities
subsequent to capital improvements made in 1996 and 1997. External lumber
sales volumes in the
12
<PAGE>
Inland region decreased by 4.0% to 136.4 MMBF in the first nine months of
1998 compared to 142.0 MMBF in the first nine months of 1997. External
lumber sales volume from the Washington region increased 8.0% to 25.0 MMBF
during the first nine months of 1998 compared to 23.2 MMBF in the first nine
months of 1997 as a result of capital improvements made in 1997. Sales
volumes are expected to remain relatively flat throughout the remainder of
1998.
Revenue from log sales represented 24.4% of revenue for the nine months ended
September 30, 1998, compared to 22.6% in the same period of 1997. Average
external domestic prices received for logs sold from the Oregon tree farm
increased 19.5% to $475/MBF over prices experienced in the 1997 period. The
increase is primarily a result of a species mix shift toward higher price
ponderosa pine. Average external domestic prices received for logs sold,
including stumpage sales, from the Inland, Hamilton and Olympic tree farms
decreased 23.4%, 27.6% and 8.1%, respectively, to $343/MBF, $381/MBF and
$426/MBF, respectively, from prices experienced during the 1997 period.
Overall decreases in domestic log prices are primarily a result of decreases
in the selling prices for lumber and a greater proportion of stumpage sales
in the mix in the first three quarters of 1998 compared to the comparable
1997 period. The overall price decrease was partially offset by increased
sales of higher quality logs that previously had been sold for export. The
Partnership expects average domestic prices to remain relatively flat during
the fourth quarter of 1998.
Domestic log sales volumes increased 84.4% in the 1998 nine-month period to
257.7 MMBF, compared to 139.8 MMBF in the comparable 1997 period. The
increases at each of the Partnership's tree farms are primarily a result of
continued movement of lower grade export logs to the domestic market, the
addition of the Trillium timberlands and increased stumpage sales volumes
compared to the 1997 period. Log sales volumes are expected to decrease in
the fourth quarter of 1998 due to a reduction in the fee harvest and the
start-up of the new mill in Port Angeles, Washington, which will begin adding
conversion margin to logs from the Olympic tree farm, effectively reducing
the amount of logs and stumpage sold domestically and for export.
Revenue from sales of logs to customers involved in exporting activities
(included in total log sales above) were $6.2 million, or 1.3% of sales in
the 1998 nine-month period, compared to $13.0 million, or 3.6% of sales for
the same period in 1997. Prices received for export logs decreased 10.8% to
$590/MBF while sales volumes decreased 46.2% to 10.5 MMBF in the 1998 period
from levels experienced in the 1997 period. Decreases in sales volumes
resulted from a shift toward selling logs in the domestic market as a result
of weak Asian demand for logs.
Revenues from sales at the Partnership's wholesale operations consisted of
lumber and other wood products, most of which were not manufactured by the
Partnership, and totaled $191.4 million, or 38.5% of revenue in the first
nine months of 1998 compared to $92.4 million, or 25.4% of revenue in the
first nine months of 1997. The increase is primarily a result of the
acquisition of Alliance Lumber, which the Partnership began operating in the
first quarter of 1998. The Partnership expects the wholesale operations to
continue to perform well, as they have in the first nine months of the year,
in spite of lagging lumber prices, as demand for housing remains strong.
The gain from property sales in the first nine months of 1998 was $8.0
million and was immaterial in the first nine months of 1997. Several parcels
were sold in the first half of 1998, primarily from Oregon Eastside
properties acquired from Cavenham in 1996 and from northwest Washington
properties, primarily acquired with the Trillium acquisition. The
Partnership will continue to sell or trade tree farm properties as part of
its strategy to reinvest the value of non-strategic timberlands.
13
<PAGE>
By-product and other revenues, accounted for 2.0% of revenue in the 1998
period, compared to 2.5% of revenue in the 1997 period. Residual wood chip
prices increased to $57 per bone dry unit ("BDU") in the first nine months of
1998 compared to $45/BDU in the first nine months of 1997. Prices for
residual wood chips are expected to increase in the fourth quarter, as
production and the benefit of favorable chip contracts at the Port Angeles
and Bonners Ferry mills get underway.
Cost of sales as a percentage of revenue increased slightly to 83.6% in the
nine months ended September 30, 1998, compared to 81.1% in the 1997 period.
The increase is primarily the result of a larger portion of the Partnership's
revenue being derived from its wholesale operations, which operate at a lower
margin and lower sales realizations for logs and lumber, which were partially
offset by property sale gains and operating efficiencies resulting from
capital improvements. In addition, the Partnership has increased its reserve
for uncollectible accounts by $1.5 million in 1998. The increase in the
reserve for uncollectible accounts is to cover an expected loss on the
collection of a particular note receivable.
Selling, general and administrative expenses increased $2.9 million to $21.8
million in the nine months ended September 30, 1998, from $18.9 million in
the 1997 period. Selling, general and administrative expenses represented
4.4% of revenue in the 1998 period and 5.2% of revenue in the same period of
1997. The Partnership has been able to achieve operating efficiencies within
its administrative functions as operations have increased.
Interest expense increased $10.6 million to $38.8 million in the first nine
months of 1998, from $28.2 million in the same period of 1997. The increase
is primarily a result of increased debt related to the Trillium and Alliance
Lumber acquisitions.
The Partnership pays no significant income taxes and does not include a
provision for income taxes in its financial statements.
YEAR 2000
Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. As the Year 2000
approaches, these code fields will need to accept four digit entries to
distinguish years beginning with "19" from those beginning with "20". As a
result, in less than two years, computer systems and/or software products used
by many companies may need to be upgraded to comply with such Year 2000
requirements. The Partnership has established a plan to address the Year 2000
issue which consists of the following phases:
1. Identification and assessment of all software and hardware Partnership-wide
2. Modification or replacement of equipment and software
3. Final testing to insure that all systems are Year 2000 compliant.
14
<PAGE>
For implementation of its Year 2000 Plan, the Partnership has divided its
computer systems and equipment in the following categories:
1. Operating systems and data servers.
2. Business and financial reporting systems at all locations.
3. Personal computers and peripheral equipment at all locations.
4. Communication and other facility support systems.
5. Manufacturing systems at all conversion facilities.
The Partnership has substantially completed its identification and assessment of
all operating systems and data servers, business and financial reporting
systems, personal computer and peripheral equipment and communication and other
facility support systems. The majority of all business and financial reporting
systems will be replaced with third-party Year 2000 compliant software by March
31, 1999. All other non-manufacturing systems, have been or are in the process
of being modified for Year 2000. The identification and assessment of
manufacturing systems will be complete by March 31, 1999. Necessary
modification of manufacturing systems is anticipated to be completed by June 30,
1999. Testing of all systems is scheduled to be completed by September 30,
1999.
In addition, the Partnership has identified and is in the process of surveying
its critical customers and vendors with respect to their progress on Year 2000
issues. This is expected to be completed by March 31, 1999.
As the Partnership has not completed phase I for all systems, it is unable to
estimate the incremental cost related to Year 2000. However, the total cost
associated with required modifications to become Year 2000 compliant is not
expected to be material to the Partnership's financial position.
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the
Partnership's results of operations, liquidity and financial condition. Due to
the general uncertainty inherent in the Year 2000 problem, resulting in part
from the uncertainty of the Year 2000 readiness of third-party suppliers and
customers, the Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on the
Partnership's results of operations, liquidity or financial condition. The Year
2000 Plan in expected to significantly reduce the Partnership's level of
uncertainty about the Year 2000 problem. The Partnership believes that, with
the implementation of new business systems and completion of the Plan as
scheduled, the possibility of significant interruptions of normal operations
should be reduced. Currently, the Partnership does not have a contingency plan.
The estimates and conclusions herein contain forward-looking statements and are
based on management's best estimates of future events. Risks to completing The
Plan include the availability of resources, the Partnership's ability to
discover and correct the potential Year 2000 sensitive problems which could have
a serious impact on specific facilities, and the ability of suppliers to bring
their systems into Year 2000 compliance.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for all
derivative instruments. SFAS 133 is effective for fiscal years beginning
after June 15, 1999. The Company does not utilize any derivative instruments
and,
15
<PAGE>
accordingly, the adoption of SFAS 133 will have no impact on the Company's
financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits filed as part of this report are listed below and this list is
intended to serve as the exhibit index:
<TABLE>
<CAPTION>
EXHIBIT NO. AND DESCRIPTION
---------------------------
<S> <C>
10.1 Amendment No. 2 to $25,000,000, 9.60% Senior Notes due December 1,
2009, dated as of January 15, 1998. (1)
10.2 Amendment No. 2 to $275,000,000, 9.78% Senior Notes due December 1,
2009, dated as of January 15, 1998. (1)
10.3 Amendment No. 1 to $91,000,000 Senior Notes, Series A, B, C and D,
due 2006-2013, dated as of January 15, 1998. (1)
10.4 Amendment No. 1 effective as of January 1, 1998 to Employment
Agreement for Peter W. Stott dated December 22, 1994.
10.5 Amendment No. 1 effective as of January 1, 1998 to Employment
Agreement for Roger L. Krage dated December 22, 1994.
27 Financial Data Schedule
</TABLE>
(1) Previously filed as an exhibit to the Company's Form 10-Q for the quarter
ended March 31, 1998, as filed with the Securities and Exchange Commission
on May 14, 1998, and is hereby incorporated by reference.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended September
30, 1998.
16
<PAGE>
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.
Date: November 9, 1998 CROWN PACIFIC PARTNERS, L.P.
By: Crown Pacific Management Limited
Partnership, as General Partner
By: /s/ Richard D. Snyder
--------------------------------
Richard D. Snyder
Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
17
<PAGE>
EXHIBIT 10.4
AMENDMENT TO
EMPLOYMENT AGREEMENT
(PETER W. STOTT)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "AMENDMENT") is made and
entered into effective as of January 1, 1998, by and between CROWN PACIFIC
MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the
"PARTNERSHIP"), and PETER W. STOTT ("EXECUTIVE").
RECITALS:
A. The Partnership and Executive are parties to that certain
Employment Agreement dated as of December 22, 1994 (the "AGREEMENT").
Capitalized terms used but not defined herein have the respective meanings
set forth in the Agreement.
B. The parties wish to amend the Agreement to provide for an extension
of its term and in certain other respects, in each case on the terms and
conditions set forth herein.
AGREEMENTS:
In consideration of the covenants and agreements set forth in this
Amendment, the parties, intending to be legally bound, agree as follows:
1. EXTENSION OF TERM. Section 2 of the Agreement is hereby amended by
deleting the phrase "December 31, 1997" and replacing it with the phrase
"December 31, 1999."
2. SEVERANCE ARRANGEMENT. Section 6.1 of the Agreement is hereby
amended (i) by deleting the word "six" in each place where it appears in the
section and replacing it with the word "12," (ii) by deleting the word "five"
where it appears in the section and replacing it with the word "11," and
(iii) by deleting the word "current" in each place where it appears in the
section and replacing it with the word "then-current."
3. TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL. The Agreement
is hereby amended by adding a new Section 6.4 reading as follows:
"6.4 TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL.
"6.4.1 Executive may terminate this Agreement at any time
within 180 days following a Change in Control (defined in Section
6.4.2). If such a termination of this Agreement is based upon a
Good Reason to Quit (defined in Section 6.4.3), Executive shall
be entitled to his then-current Base Salary and other benefits
and bonuses through the date of termination, as well as severance
pay in an amount equal to 12 months
1
<PAGE>
of Executive's then-current Base Salary, payable in 12 equal
monthly installments commencing on the first day of the
calendar month following the date of termination and
continuing on the first day of each of the 11 calendar months
next following.
"6.4.2 For purposes of this Section 6.4, the term
'Change in Control' means any transaction the effect of which
is that a majority of the general partner interests in the
Partnership are no longer held by one or more Affiliated
Parties (as that term is defined in Section 2.2.3 of that
certain Purchase Rights Agreement dated as of December 22,
1994 by and among the Partnership, Executive, and certain
other parties, as amended (the "PURCHASE RIGHTS AGREEMENT")),
unless such interests are acquired by Executive, Roger L.
Krage, HS Corp. of Oregon, or a designee of HS Corp. of Oregon
pursuant to Section 3.3.1 or 6 of the Purchase Rights
Agreement.
"6.4.3 For purposes of this Section 6.4, the term
'Good Reason to Quit' means any of the following: (i) a
reduction in Executive's compensation or employment benefits,
(ii) a change in Executive's title, (iii) a material change in
Executive's responsibilities, duties, or authority, (iv) a
requirement that Executive move his residence or report to
work more than 75 miles from the principal executive offices
of the Crown Pacific Group as of the date of termination, or
(v) a determination by a physician selected by the Board that
Executive's poor health prevents or materially limits or
restricts his ability to perform his responsibilities under
this Agreement (even if Executive is not Disabled (as defined
in Section 6.3))."
4. DELETION OF SECTION 7. Section 7 of the Agreement is hereby deleted
in its entirety.
5. NON-COMPETITION. Section 8.1 of the Agreement is hereby amended by
deleting from the second and third lines thereof the phrase "for cause
pursuant to Section 6.2, and thereafter until December 31, 1999." Section 8.5
of the Agreement (and all references thereto elsewhere in the Agreement) is
hereby deleted in its entirety. Executive acknowledges that he shall not be
entitled to any payment pursuant to Section 8.5 of the Agreement.
6. EFFECT OF AMENDMENT. Except as expressly provided in this
Amendment, the Agreement shall remain unamended and in full force and effect.
All references in the Agreement to "this Agreement" shall be deemed to mean
the Agreement as amended by this Amendment.
2
<PAGE>
In witness whereof, the parties have executed this Amendment effective
as of the date first set forth above.
Partnership: CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: HS Corp. Of Oregon, General Partner
By:
-----------------------------
Title:
-----------------------------
By: Fremont Timber, Inc., General Partner
By:
-----------------------------
Title:
-----------------------------
Executive:
----------------------------------------
Peter W. Stott
3
<PAGE>
EXHIBIT 10.5
AMENDMENT TO
EMPLOYMENT AGREEMENT
(ROGER L. KRAGE)
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "AMENDMENT") is made
and entered into effective as of January 1, 1998, by and between CROWN
PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the
"PARTNERSHIP"), and ROGER L. KRAGE ("EXECUTIVE").
RECITALS:
A. The Partnership and Executive are parties to that certain
Employment Agreement dated as of December 22, 1994 (the "AGREEMENT").
Capitalized terms used but not defined herein have the respective meanings
set forth in the Agreement.
B. The parties wish to amend the Agreement to provide for an extension
of its term and in certain other respects, in each case on the terms and
conditions set forth herein.
AGREEMENTS:
In consideration of the covenants and agreements set forth in this
Amendment, the parties, intending to be legally bound, agree as follows:
1. EXTENSION OF TERM. Section 2 of the Agreement is hereby amended by
deleting the phrase "December 31, 1997" and replacing it with the phrase
"December 31, 1999."
2. SEVERANCE ARRANGEMENT. Section 5.1 of the Agreement is hereby
amended (i) by deleting the word "six" in each place where it appears in the
section and replacing it with the word "12," (ii) by deleting the word "five"
where it appears in the section and replacing it with the word "11," and
(iii) by deleting the word "current" in each place where it appears in the
section and replacing it with the word "then-current."
3. TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL. The Agreement
is hereby amended by adding a new Section 5.4 reading as follows:
"5.4 TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL.
"5.4.1 Executive may terminate this Agreement at any
time within 180 days following a Change in Control (defined in
Section 5.4.2). If such a termination of this Agreement is based
upon a Good Reason to Quit (defined in Section 5.4.3), Executive
shall be entitled to his then-current Base Salary and other
benefits and bonuses through the date of termination, as well as
severance pay in an amount equal to 12 months
1
<PAGE>
of Executive's then-current Base Salary, payable in 12 equal
monthly installments commencing on the first day of the calendar
month following the date of termination and continuing on the first
day of each of the 11 calendar months next following.
"5.4.2 For purposes of this Section 6.4, the term
'Change in Control' means any transaction the effect of which is
that a majority of the general partner interests in the Partnership
are no longer held by one or more Affiliated Parties (as that term
is defined in Section 2.2.3 of that certain Purchase Rights
Agreement dated as of December 22, 1994 by and among the
Partnership, Executive, and certain other parties, as amended (the
"PURCHASE RIGHTS AGREEMENT")), unless such interests are acquired
by Executive, Peter W. Stott, HS Corp. of Oregon, or a designee of
HS Corp. of Oregon pursuant to Section 3.3.1 or 6 of the Purchase
Rights Agreement.
"5.4.3 For purposes of this Section 5.4, the term
'Good Reason to Quit' means any of the following: (i) a reduction
in Executive's compensation or employment benefits, (ii) a change
in Executive's title, (iii) a material change in Executive's
responsibilities, duties, or authority, (iv) a requirement that
Executive move his residence or report to work more than 75 miles
from the principal executive offices of the Crown Pacific Group as
of the date of termination, or (v) a determination by a physician
selected by the Board that Executive's poor health prevents or
materially limits or restricts his ability to perform his
responsibilities under this Agreement (even if Executive is not
Disabled (as defined in Section 5.3))."
4. EFFECT OF AMENDMENT. Except as expressly provided in this
Amendment, the Agreement shall remain unamended and in full force and effect.
All references in the Agreement to "this Agreement" shall be deemed to mean
the Agreement as amended by this Amendment.
2
<PAGE>
In witness whereof, the parties have executed this Amendment
effective as of the date first set forth above.
Partnership: CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: HS Corp. Of Oregon, General Partner
By:
-----------------------------
Title:
-----------------------------
By: Fremont Timber, Inc., General Partner
By:
-----------------------------
Title:
-----------------------------
Executive:
----------------------------------------
Roger L. Krage
3
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000930735
<NAME> CROWN PACIFIC PARTNERS, L.P.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> SEP-30-1998
<CASH> 15,737
<SECURITIES> 0
<RECEIVABLES> 94,266
<ALLOWANCES> 1,935
<INVENTORY> 43,470
<CURRENT-ASSETS> 160,946
<PP&E> 76,305
<DEPRECIATION> 28,135
<TOTAL-ASSETS> 851,260
<CURRENT-LIABILITIES> 71,270
<BONDS> 611,076
0
0
<COMMON> 188,336
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<TOTAL-LIABILITY-AND-EQUITY> 851,260
<SALES> 497,385
<TOTAL-REVENUES> 497,385
<CGS> 415,680
<TOTAL-COSTS> 415,680
<OTHER-EXPENSES> 21,806
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<INTEREST-EXPENSE> 39,443
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