SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
Commission File Number: 333-10611
UNIFRAX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 34-1535916
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
2351 Whirlpool Street, Niagara Falls, NY 14305-2413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 278-3800
-------------------------------------------
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 _____
<PAGE>
Unifrax Corporation
Form 10-Q
Index
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
December 31, 1999 and March 31, 2000 .................. 1
Condensed Consolidated Statements of Income for the
Three-month periods ended March 31, 1999 and 2000 ..... 2
Condensed Consolidated Statements of Cash Flow for the
Three-month periods ended March 31, 1999 and 2000 ..... 3
Notes to Condensed Consolidated Financial Statements ....... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations .............. 8
Item 3. Qualitative and Quantitative Disclosure About Market Risk .. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .......................................... 10
Item 2. Changes in Securities and Use of Proceeds .................. 10
Item 3. Defaults on Senior Securities .............................. 10
Item 4. Submission of Matters to a Vote of Security Holders ........ 10
Item 5. Other Information .......................................... 10
Item 6. Exhibits and Reports on Form 8-K ........................... 10
Signatures .............................................................. 11
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unifrax Corporation
Condensed Consolidated Balance Sheets
(Unaudited - In Thousands, Except Share Data)
<TABLE>
<CAPTION>
December 31 March 31
1999 2000
---- ----
<S> <C> <C>
ASSETS
Current assets:
Accounts receivable, less allowances of $821
and $583, respectively................................................ $ 14,697 $ 15,681
Inventories .............................................................. 9,403 9,259
Deferred income taxes .................................................... 2,705 2,705
Prepaid expenses and other current assets ................................ 233 381
----------- ----------
Total current assets .......................................................... 27,038 28,026
Property, plant and equipment, at cost......................................... 76,455 77,284
Less accumulated depreciation and amortization ........................... (40,854) (41,855)
----------- ----------
35,601 35,429
Deferred income taxes ......................................................... 19,334 18,104
Financing costs, net of accumulated amortization
of $2,392 and $2,580, respectively ....................................... 2,529 2,341
Other assets .................................................................. 76 101
----------- ----------
$ 84,578 $ 84,001
=========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long term debt......................................... 6,250 4,000
Accounts payable.......................................................... 3,642 2,567
Accrued expenses.......................................................... 7,699 10,028
----------- ----------
Total current liabilities...................................................... 17,591 16,595
Long term debt................................................................. 100,900 99,000
Accrued postretirement benefit cost............................................ 3,356 3,390
Other long-term obligations.................................................... 162 163
----------- ----------
Total liabilities.............................................................. 122,009 119,148
STOCKHOLDERS' DEFICIT
Common stock--$.01 par value; shares authorized--40,000;
shares issued and outstanding--20,000 ................................... -- --
Redeemable convertible cumulative preferred stock--voting $.01 par value;
shares authorized--10,000, shares issued and outstanding--1,666.67
(aggregate liquidation preference of $2,836 and $2,874, respectively,
including dividends in arrears)........................................... -- --
Additional paid-in capital..................................................... 42,520 42,520
Accumulated deficit............................................................ (79,387) (77,063)
Accumulated other comprehensive income......................................... (564) (604)
----------- ----------
Total stockholders' deficit.................................................... (37,431) (35,147)
----------- ----------
$ 84,578 $ 84,001
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
<PAGE>
Unifrax Corporation
Condensed Consolidated Statements of Income
(Unaudited - In Thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
1999 2000
---- ----
<S> <C> <C>
Net sales.................................................. $ 21,173 $ 23,994
Cost of goods sold......................................... 11,223 11,336
--------- ---------
Gross profit............................................... 9,950 12,658
Selling, general and
administration expenses................................. 5,777 6,423
--------- ---------
Operating income........................................... 4,173 6,235
Other income (expense), net................................ (82) ( 6)
--------- ---------
Income before interest and income taxes.................... 4,091 6,229
Interest expense........................................... (2,931) (2,668)
--------- ---------
Income before income taxes................................. 1,160 3,561
Provision for income taxes................................. 499 1,237
--------- ---------
Net income................................................. $ 661 $ 2,324
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
Unifrax Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited - In Thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
1999 2000
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................................. $ 661 $ 2,324
Depreciation and amortization.............................................. 1,305 1,301
Other adjustments and changes in operating assets and liabilities.......... 1,273 2,363
-------- ---------
Cash provided by operating activities...................................... 3,239 5,988
INVESTING ACTIVITIES
Capital expenditures....................................................... (1,037) (1,851)
Proceeds from sales of property, plant and equipment....................... 7 13
-------- ---------
Cash used in investing activities.......................................... (1,030) (1,838)
FINANCING ACTIVITIES
Repurchase of Senior Notes................................................. (2,000) -
Borrowings under revolving loan ........................................... 7,000 7,000
Repayments of revolving loan............................................... (6,700) (8,900)
Repayment of term loan..................................................... (500) (2,250)
-------- ---------
Cash used in financing activities.......................................... (2,200) (4,150)
-------- ---------
Net change in cash......................................................... 9 -
Cash--beginning of period.................................................. 43 -
-------- ---------
Cash--end of period........................................................ $ 52 $ -
======== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
Unifrax Corporation
Notes to Condensed Consolidated Financial Statements
March 31, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Unifrax Corporation ("The Company" or "Unifrax") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to 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 only of
normal recurring accruals) considered necessary for a fair presentation have
been included. Results for the period ended March 31, 2000, are not necessarily
indicative of the results that may be expected for the year ending December 31,
2000. For further information, refer to the consolidated financial statements
and the notes thereto for the year ended December 31, 1999, included in the
Company's annual report on Form 10-K filed with the Securities and Exchange
Commission. All capitalized terms used in these notes to condensed consolidated
financial statements that are not defined herein have the meanings given to them
in such consolidated financial statements and notes to consolidated financial
statements.
NOTE B - INVENTORIES
The components of inventory consist of the following (in thousands):
December 31 March 31
1999 2000
---- ----
Raw materials and supplies ........... $ 4,006 $ 3,452
Work in process....................... 1,480 1,265
Finished products..................... 3,459 4,039
----------- -----------
8,945 8,756
Adjustment to LIFO Cost............... 458 503
----------- -----------
$ 9,403 $ 9,259
=========== ===========
4
<PAGE>
NOTE C - CONTINGENCIES
Ceramic Fibers
Regulatory agencies and others, including the Company, are currently conducting
scientific research to determine the potential health impact resulting from the
inhalation of airborne ceramic fibers. To date, studies of workers with
occupational exposure to airborne ceramic fiber have found no clinically
significant relationship between prior or current exposure to ceramic fiber and
disease in humans; however, independent animal studies have indicated that
ceramic fiber inhaled by test animals at elevated doses can produce respiratory
disease, including cancer. The results of this research have been inconclusive
as to whether or not ceramic fiber exposure presents an unreasonable risk to
humans.
From time to time Unifrax and other manufacturers of ceramic fibers have been
named as defendants in lawsuits alleging death or personal injury as a result of
exposure in the manufacture and handling of ceramic fiber and other products.
The amount of any liability that might ultimately exist with respect to these
claims or any other unasserted claims is presently not determinable. The Company
believes the lawsuits brought against it have been without merit and the
litigation currently pending, or to its knowledge threatened, will not have a
material adverse effect on the financial condition or results of operations of
the Company. The Company's belief is based on the fact that, although animal
studies have indicated that ceramic fiber inhaled by test animals at elevated
doses can cause disease, there is no evidence that exposure to refractory
ceramic fiber has resulted in disease in humans.
Consistent with customary practice among manufacturers of ceramic fiber
products, the Company has entered into agreements with distributors of its
product whereby it agreed to indemnify the distributors against losses resulting
from ceramic fiber claims and the costs to defend against such claims. To the
best of the Company's knowledge, there have been no historical, nor are there
any current, ceramic fiber exposure claims made against these indemnification
agreements. Consequently, the amount of any liability that might ultimately
exist with respect to these indemnities is presently not determinable.
Pursuant to the Recapitalization Agreement, BP America Inc. and certain of its
affiliates (collectively "BP America"), have agreed to indemnify the Company
against liabilities for personal injury and wrongful death attributable to
exposure, which occurred prior to the Closing, to refractory ceramic fibers
manufactured by the Company. BP America has agreed to indemnify the Company
against all liabilities arising from exposure claims pending at the time of the
Closing. For all other claims arising from alleged exposure occurring solely
prior to Closing, BP America has agreed to indemnify the Company against 80% of
all losses, until the total loss which the Company incurs reaches $3.0 million,
after which time BP America has agreed to indemnify the Company against 100% of
such losses. BP America has agreed to indemnify the Company against all punitive
damages attributable to the conduct of the Company prior to Closing. Where
losses arise from alleged exposure both before and after closing, the losses
will be allocated between BP America and the Company, pro rata, based on the
length of exposure or pursuant to arbitration if initiated by the Company. To
date the Company has incurred no claims losses applicable to the $3.0 million
total mentioned above.
The Company cannot avail itself of this indemnity for losses attributable to the
Company's failure to maintain a Product Stewardship Program consistent with the
program maintained by the Company prior to Closing, as modified in a
commercially reasonable manner in accordance with changing regulatory,
scientific and technical factors. BP shall not indemnify the Company with
respect to any liabilities for wrongful death or personal injury to the extent
caused by the failure of the Company to maintain a Product Stewardship Program
consistent with that maintained by the Company prior to the Closing. In the
Company's opinion, the Product Stewardship Program has been maintained in a
manner consistent with these requirements. Unifrax intends to defend ceramic
fiber claims vigorously.
5
<PAGE>
Environmental Matters
The Company is subject to loss contingencies pursuant to various federal, state
and local environmental laws and regulations. These include possible obligations
to remove or mitigate the effects on the environment of the placement, storage,
disposal or release of certain chemical or petroleum substances by the Company
or by other parties.
The Company may be named as a potentially responsible party ("PRP") pursuant to
the Comprehensive Environmental Response Compensation and Liability Act of 1980,
as amended ("CERCLA" or "Superfund") or comparable state law in connection with
off-site disposal of hazardous substances at three sites, and The Carborundum
Company has entered into a Consent Decree with the New York State Department of
Environmental Conservation to remediate contamination at the facility located in
Sanborn, New York. While the Company's ultimate clean-up liability at the sites
at which the Company is a potential PRP is not presently determinable, the
Company does not expect to incur any material liability with respect to any of
these sites, individually or in the aggregate, as a result of its activities at
these sites. Furthermore, BP America has agreed to indemnify the Company for
certain environmental liabilities, which might ultimately exist, under the
Recapitalization Agreement. In addition, BP America has assumed liability for
other potential off-site clean-up obligations associated with Carborundum. The
locations at which the Company may have potential off-site liability and the
Carborundum Sanborn, New York facility are described below.
Kline Trail Site. In 1984, the Company voluntarily advised the State of
Indiana of potential unauthorized disposal of waste at an Indiana site by a
transporter. No response from the state has been received, and no further
information about the potential for remediation costs at the site has been
received by the Company. It is expected that little or no liability will be
associated with this site.
PCB Inc., Site. The New Carlisle, Indiana, facility received a request for
information from the EPA in 1994 concerning potential responsibility for cleanup
of the PCB Treatment site located in Kansas City, Kansas and Kansas City,
Missouri. Records indicate that a number of capacitors from the New Carlisle
facility of the Company were sent to the PCB Treatment site. A response
documenting the timely destruction of those materials was submitted to the EPA.
In September 1997 the EPA contacted BP America via letter to verify that a total
of 10,900 pounds of capacitors and transformers had been sent to the site by BP
America/Carborundum. No additional information on clean-up timing or cost has
since been received. Based on the total pounds delivered by all parties to the
site, the liability, if any, ultimately attributable to BP America or the
Company is not expected to have a material adverse effect on the Company's
financial position.
Shulman Site. The Company has potential liability with respect to the
Shulman site in St. Joseph County, Indiana. The site is a landfill which the
Company believes to have been contaminated by chemicals migrating from an
adjacent facility. Plant trash from the New Carlisle facility was hauled to the
site. An agreement has been reached pursuant to which the Company, as part of a
response group, agreed to assume approximately 5% of certain response costs,
which to date includes $1.7 million for installation of a water line. The
Company's share of that cost is under $100,000. The owner of the adjacent
facility has assumed the bulk of site remediation costs to date. It is
anticipated that site remediation will ultimately involve installing a clay cap
over the site, the cost of which is not yet known.
6
<PAGE>
Sanborn Site. Under the terms of an agreement with BP America, Unifrax
leases a portion of the present manufacturing facilities on this site. The
Carborundum Company's Sanborn, New York site was used by a number of former
Carborundum operations. Testing in the area has found that contamination by
volatile organic compounds is present in the soil and groundwater. Neither past
nor current operations of Unifrax are believed to have contributed to, or to be
contributing to, the existence of this contamination. While The Carborundum
Company entered into a Consent Decree with the State of New York under which it
was to conduct remedial activities at the site, BP America has taken title to
and assumed liability for the remediation of this property as of October 30,
1996. Efforts to remediate the site, chiefly by means of soil vapor extraction,
are expected to continue for some time.
Under the terms of the Recapitalization Agreement, BP America assumed liability,
and the rights to recovery from third parties, for environmental remediation and
other similar required actions with respect to certain environmental obligations
of Unifrax including the above, which existed as of the Closing Date.
The Company may, in the future, be involved in further environmental assessments
or clean-ups. While the ultimate requirement for any such remediation, and its
cost, is presently not known, and while the amount of any future costs could be
material to the results of operations in the period in which they are
recognized, the Company does not expect these costs, based upon currently known
information and existing requirements, to have a material adverse effect on its
financial position.
Legal Proceedings
In addition to the ceramic fiber and environmental matters discussed above,
BP/Carborundum and Unifrax are involved in litigation relating to various claims
arising out of their operations in the normal course of business, including
product liability claims. While the outcomes of this litigation could be
material to the results of operations in the period recognized, based on the
current claims asserted the management of the Company believes that the ultimate
liability, if any, resulting from such matters will not have a material adverse
effect on the Company's financial position.
The Carborundum Company has been named in numerous legal claims alleging
pre-Closing asbestos exposure. None of the current or past products of Unifrax
are asbestos-containing materials, as defined by OSHA (29 CFR 1900.1001(b)). For
these claims related to pre-Closing Carborundum Company matters, BP America has
responsibility under the Recapitalization Agreement and is managing the claims
directly.
NOTE D - COMPREHENSIVE INCOME
Comprehensive income for the three-month periods ended March 31, 1999 and 2000
consisted of the following (in thousands):
1999 2000
---- ----
Net income....................... $ 661 $ 2,324
Change in foreign currency
translation adjustment......... (189) (40)
------ -------
Comprehensive income............. $ 472 $ 2,284
====== =======
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
Statements included in this Management Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this document that do not
relate to present or historical conditions are "forward looking statements"
within the meaning of that term in Section 27A of the Securities Act of 1933, as
amended, and of Section 21F of the Securities Exchange Act of 1934, as amended.
Forward looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "project," "will continue," "will result," or words or phrases of
similar meaning. Additional oral or written forward looking statements may be
made by the Company from time to time, and such statements may be included in
documents filed with the Securities and Exchange Commission. Such forward
looking statements involve risks and uncertainties which could cause results or
outcomes to differ materially from those expressed in such forward looking
statements. Among the important factors on which such statements are based are
assumptions concerning the continuing strength of the ceramic fiber market on
which the Company is substantially dependent, changing prices for ceramic fiber
products, acceptance of new products, the status of health and safety issues
affecting the ceramic fiber industry in general and the Company in particular,
the Company's continuing ability to operate under the restrictions imposed by
the substantial indebtedness which it is subject to, the risks associated with
international operations, the impact of environmental regulations on the
Company's operations and property and related governmental regulations, and the
continuing availability of certain raw materials.
Three Months Ended March 31, 2000 Compared With Three Months Ended March 31,
1999
Net sales for the first quarter of 2000 increased by $2.8 million or 13.3% from
$21.2 million in 1999 to $24.0 million in 2000, due to higher sales in
traditional market applications, including petrochemicals and steel, offset by
lower sales in porosity-controlled products, due to changes in automotive
industry airbag system designs.
Gross profit increased by $2.7 million, or 27.2%, from $10.0 million in 1999 to
$12.7 million in 2000. Gross profit as a percentage of net sales increased from
47.0% in 1999 to 52.7% in 2000. The gross profit increase was due to improved
plant operating efficiencies and lower overall production costs.
Selling, general and administrative expenses increased by $0.6 million, or
11.2%, from $5.8 million in 1999 to $6.4 million in 2000, primarily as a result
of the higher volume sales. Selling, general and administrative expenses as a
percentage of net sales decreased from 27.3% in 1999 to 26.8% in 2000.
Operating income increased by $2.0 million, or 49.3%, from $4.2 million in 1999
to $6.2 million in 2000. Operating income as a percentage of net sales increased
from 19.7% in 1999 to 26.0% in 2000, as a result of the factors previously
indicated.
Interest expense decreased by $0.2 million, or 9.0% from $2.9 million in 1999 to
$2.7 million in 2000 due to the lower level of long term debt, offset in part by
higher interest rates on certain variable rate borrowings. Interest expense
decreased as a percentage of net sales from 13.8% in 1999 to 11.1% in 2000.
Provision for income taxes increased by $0.7 million from $0.5 million in 1999
to $1.2 million in 2000. The effective income tax rate decreased from 43.0% in
1999 to 34.7% in 2000, primarily as a result of lower net losses in overseas
subsidiaries for which no income tax benefit has been recognized.
Net income increased by $1.6 million or 251.6% from $0.7 million in 1999 to $2.3
million in 2000, as a result of higher sales volume and the factors previously
indicated. Net income as a percentage of net sales increased from 3.1% in 1999
to 9.7% in 2000.
8
<PAGE>
Liquidity and Capital Resources
During the three-month period ended March 31, 2000, the Company's cash flows
from operating activities increased by $2.8 million or 84.9%, from $3.2 million
in 1999 to $6.0 million in 2000. This increase was primarily the result of the
higher net income.
Cash used by investing activities increased by $0.8 million, or 78.5%, from $1.0
million in 1999 to $1.8 million in 2000, due to higher capital spending.
Cash used by financing activities increased by $2.0 million from $2.2 million in
1999 to $4.2 million in 2000. During the first quarter of 2000 the Company
repaid $2.3 million of its term loan.
Management believes that cash flows from operations and the available credit
facility will be sufficient to fund operating requirements and planned capital
expenditures over the next 12 months. See "Forward Looking Statements".
As of October 30, 1996, the Company entered into a tax sharing agreement with
the principal stockholder, Unifrax Holding Co. ("Holding"). The results of its
operations are now included in the consolidated U.S. corporate income tax return
of Holding. The Company's provision for income taxes is computed as if the
Company filed its annual tax returns on a separate Company basis. The current
portion of the income tax provision will be satisfied by a payment to or from
Holding.
At December 31, 1999, the Company had Federal and State net operating loss
carryforwards totaling approximately $15.5 million which will be available to
offset future taxable income. These net operating loss carryforwards expire in
2011 through 2019.
Legal Proceedings
Reference is made to the information included in Note C to the consolidated
financial statements of the Company included under Item 1 in this Form 10-Q,
which is hereby incorporated herein by reference.
Effect of New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. The intended use of the derivative and its
designation as either a fair value hedge, a cash flow hedge, or a foreign
currency hedge, will determine when the gains or losses on the derivatives are
to be reported in earnings and when they are to be reported as a component of
other comprehensive income. The new standard must be adopted for year 2001
financial reporting. The impact of compliance with SFAS No. 133 has not yet been
determined by the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the information included in Note C to the
consolidated financial statements of the Company and included in this
Form 10-Q, which is hereby incorporated herein by reference.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the period covered
by this report.
10
<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.
UNIFRAX CORPORATION
Date: 04/26/00 By: /s/ William P. Kelly
-------------------------------
William P. Kelly, President and
Chief Executive Officer
Date: 04/26/00 By: /s/ Mark D. Roos
---------------------------------
Mark D. Roos, Vice President
and Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNIFRAX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS
OF MARCH 31, 2000, AND THEIR CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR
THE PERIOD ENDED MARCH 31, 2000.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 16,264
<ALLOWANCES> 583
<INVENTORY> 9,259
<CURRENT-ASSETS> 28,026
<PP&E> 77,284
<DEPRECIATION> 41,855
<TOTAL-ASSETS> 84,001
<CURRENT-LIABILITIES> 16,595
<BONDS> 99,000
<COMMON> 0
0
0
<OTHER-SE> (35,147)
<TOTAL-LIABILITY-AND-EQUITY> 84,001
<SALES> 23,994
<TOTAL-REVENUES> 23,994
<CGS> 11,336
<TOTAL-COSTS> 11,336
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 101
<INTEREST-EXPENSE> 2,668
<INCOME-PRETAX> 3,561
<INCOME-TAX> 1,237
<INCOME-CONTINUING> 2,324
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,324
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
